<PAGE> 1
As filed with the Securities and Exchange Commission on April 5, 1999
Registration No. 333-______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
ENRON CORP.
(Exact name of registrant as specified in its charter)
Oregon 47-0255140
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-----------------
1400 Smith Street, Houston, Texas 77002
Telephone No. (713) 853-6161
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-----------------
Rex R. Rogers, Esq.
Enron Corp.
Vice President and
Associate General Counsel
1400 Smith Street
Houston, Texas 77002
(713) 853-3069
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as
determined in light of market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered(1) per share(2) offering price(2) fee
<S> <C> <C> <C> <C>
Common Stock,
no par value........... 3,825,921 $64.25 $245,815,425 $68,337(3)
shares
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such indeterminable number of additional shares of Common Stock
as may be issued from time to time as a result of adjustments for
certain stock dividends and stock splits.
(2) Estimated solely for the purposes of calculating the registration
fee (based on the average of the high and low prices of the Common
Stock as reported in the New York Stock Exchange composite
transaction reporting system on March 31, 1999).
(3) Paid herewith.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE> 2
*******************************************************************************
* The information contained in this prospectus is not complete and may be *
* changed. We may not sell these securities until the registration statement *
* filed with the Securities and Exchange Commission is effective. This *
* prospectus is not an offer to sell these securities and it is not *
* soliciting an offer to buy these securities in any state where the offer *
* or sale is not permitted. *
*******************************************************************************
PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 5, 1999
[ENRON LOGO]
3,825,921 SHARES
COMMON STOCK
ENRON CORP.
1400 SMITH STREET
HOUSTON, TEXAS 77002
(713) 853-6161
-------------
Some selling shareholders are offering and selling shares of Enron
common stock pursuant to this prospectus. We will not receive any of the
proceeds of sales by these selling shareholders. Our common stock is
listed on the New York, Chicago and Pacific Stock Exchanges where it
trades under the symbol ENE. On April 1, 1999, the last reported sales
price of the common stock on the New York Stock Exchange was $64 7/16 per
share. The selling shareholders may sell their shares from time to time
through or to brokers or dealers, or directly to investors, at a fixed
price or prices, which may be changed from time to time, at market prices
prevailing at the time of such sale, at prices related to such market
prices, or at negotiated prices. In connection with any sales,
distributors' or sellers' commissions may be paid or allowed. We have
agreed to pay the registration expenses related to the sale of shares by
the selling shareholders. All other expenses relating to the sale of the
shares by the selling shareholders will be paid by the selling
shareholders. We have agreed to indemnify the selling shareholders
against certain liabilities relating to the resale of the shares under
the Securities Act of 1933.
-------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
-------------
The date of this Prospectus is _________, 1999.
<PAGE> 3
TABLE OF CONTENTS
PAGE
----
Where You Can Find More Information .................................... 2
Cautionary Statements Regarding Forward-Looking Statements ............. 3
Business of Enron ..................................................... 4
Selling Shareholders ................................................... 6
Description of Enron Corp. Capital Stock ............................... 7
Plan of Distribution ................................................... 16
Validity of Common Stock ............................................... 16
Experts ............................................................... 16
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
Reports, proxy statements and other information concerning Enron can
also be inspected and copies at the offices of the New York Stock Exchange at
20 Broad Street, New York, New York 10005, the offices of the Chicago Stock
Exchange at 120 South LaSalle Street, Chicago, Illinois 60603, and the offices
of the Pacific Stock Exchange at 301 Pine Street, San Francisco, California
94014.
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a) , 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling shareholders sell all of the securities.
o Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
o Current Reports on Form 8-K filed January 26, 1999 and March 18, 1999;
and
o The description of Enron's capital stock set forth in Enron's
Registration Statement on Form 8-B filed on July 2, 1997.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Secretary Division, Enron Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-6161
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.
2
<PAGE> 4
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical facts contained in or
incorporated by reference, including, but not limited to, statements regarding
our future financial position, business strategy, budgets, reserve estimates,
projected costs and plans and objectives of management for future operations,
are forward-looking statements. Although we believe our expectations reflected
in the forward-looking statements are based on reasonable assumptions, no
assurance can be given that these expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
expectations reflected in the forward-looking statements include, among other
things.
o political developments in foreign countries,
o the ability to penetrate new retail natural gas and electricity markets
in the United States and in foreign jurisdictions,
o the timing and extent of deregulation of energy markets in the United
States and in foreign jurisdictions,
o other regulatory developments in the United States and in foreign
countries, including tax legislation and regulations,
o the extent of efforts by governments to privatize natural gas and
electric utilities and other industries,
o the timing and extent of changes in commodity prices for crude oil,
natural gas, electricity, foreign currencies and interest
rates,
o the extent of success in acquiring oil and gas properties and
discovering, developing, producing and marketing reserves,
o the timing and success of efforts to develop international power,
pipeline, water and other infrastructure projects,
o the ability of counterparties to financial risk management
instruments and other contracts with us to meet their financial
commitments to us,
o our success in implementing our Year 2000 Plan, the effectiveness
of the Year 2000 Plan, and the Year 2000 readiness of third
parties, and
o our ability to access the capital markets and equity markets during
the periods covered by the forward-looking statements, which
will depend on general market conditions and our ability to
maintain or increase the credit ratings for our unsecured
senior long-term debt obligations.
We undertake no obligation to update or revise our forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed herein might not occur.
3
<PAGE> 5
BUSINESS OF ENRON
Enron is an integrated natural gas and electricity company headquartered
in Houston, Texas. Enron's operations are conducted through its subsidiaries
and affiliates which are principally engaged in the exploration for and
production of natural gas and crude oil in the United States and
internationally; the transportation of natural gas through pipelines to markets
throughout the United States; the generation and transmission of electricity to
markets in the northwestern United States; the marketing of natural gas,
electricity and other commodities and related risk management and finance
services worldwide; and the development, construction and operation of power
plants, pipelines and other energy related assets worldwide.
CORE BUSINESS
Exploration and Production
Enron's natural gas and crude oil exploration and production operations
are conducted by Enron Oil & Gas Company ("EOG"). Enron currently owns a
majority of the outstanding common stock of EOG. EOG is an independent
(non-integrated) oil and gas company engaged in the exploration for, and
development, production and marketing of, natural gas and crude oil primarily
in major producing basins in the United States, as well as in Canada, Trinidad
and India. At December 31, 1998, EOG's estimated net proved reserves were 5.9
trillion cubic feet equivalent, including 1.18 trillion cubic feet of proved
undeveloped methane reserves in the Big Piney deep Paleozoic formations in
Wyoming. At such date, approximately 53% of EOG's reserves (on a natural gas
equivalent basis) were located in the United States, 18% in Trinidad, 18% in
India, 9% in Canada and 2% in other countries. EOG's reserves were 89% natural
gas and 11% crude oil and other. As previously reported in December 1998, Enron
received an unsolicited indication of interest from a third party with respect
to exploring a possible transaction pursuant to which the third party would
acquire Enron's shares of EOG common stock and offer to acquire the remaining
shares of outstanding EOG common stock. Although Enron currently intends to
actively explore alternative transactions for its EOG common stock including
the unsolicited indication of interest, there can be no assurance that any such
transaction will be pursued or, if pursued, will be consummated.
Transportation and Distribution
Enron's transportation and distribution business in comprised of Enron's
North American interstate natural gas transportation systems and its
electricity transmission and distribution operations in Oregon.
Interstate Transmission of Natural Gas. Included in Enron's domestic
interstate natural gas pipeline operations are Northern Natural Gas Company
("Northern"), Transwestern Pipeline Company ("Transwestern") and Florida Gas
Transmission Company ("Florida Gas") (indirectly 50% owned by Enron). Northern,
Transwestern and Florida Gas are interstate pipelines and are subject to the
regulatory jurisdiction of the Federal Energy Regulatory Commission. Each
pipeline serves customers in a specific geographical area: Northern, the upper
Midwest; Transwestern, principally the California market and pipeline
interconnects on the east end of the Transwestern system; and Florida Gas, the
State of Florida. In addition, Enron holds an interest in Northern Border
Partners, L.P., which owns a 70% interest in the Northern Border Pipeline
system. An Enron subsidiary operates the Northern Border Pipeline system, which
transports gas from Western Canada to delivery points in the midwestern United
States.
Electricity Transmission and Distribution Operations. Enron's electric
utility operations are conducted through its wholly-owned subsidiary, Portland
General Electric Company ("PGE"). PGE is engaged in the generation, purchase,
transmission, distribution and sale of electricity in the State of Oregon. PGE
also sells energy to wholesale customers throughout the western United States.
PGE's Oregon service area is approximately 3,170 square miles. At December 31,
1998, PGE served approximately 704,000 customers.
Wholesale Energy Operations and Services
Enron's wholesale energy operations and services businesses operate in
North America, Europe and evolving energy markets in developing countries.
Activities are conducted primarily by Enron Capital & Trade Resources and Enron
International. These businesses provide integrated energy-related products and
services to
4
<PAGE> 6
wholesale customers worldwide. Wholesale energy operations and services can be
categorized into two business lines: (a) Commodity Sales and Services and (b)
Energy Assets and Investments.
Commodity Sales and Services. The commodity sales and services operations
include the purchase, sale, marketing and delivery of natural gas, electricity,
liquids and other commodities, restructuring of existing long-term contracts
and the management of Enron's commodity portfolios. In addition, Enron provides
risk management products and services to energy customers that hedge movements
in price and location-based price differentials. Enron's risk management
products and services are designed to provide stability to customers in markets
impacted by commodity price volatility. Also included in this business is the
management of certain operating assets that directly relate to this business,
including domestic intrastate pipeline and storage facilities.
Energy Assets and Investments. In the energy assets and investments
business, Enron manages and operates a large portfolio of energy assets and
offers financing alternatives to customers. Activities include developing,
constructing, operating and managing a large portfolio of energy assets,
including power plants and natural gas pipelines. Enron also provides capital
to energy customers seeking debt or equity financing.
RETAIL ENERGY SERVICES
Enron Energy Services is a nationwide provider of energy outsource
products to U. S. business customers. This includes sales of natural gas and
electricity and energy management services directly to commercial and
industrial customers, as well as investments in related businesses. Enron
Energy Services provides end-users with a broad range of energy products and
services at competitive prices. These products and services include energy
tariff and information management, demand-side services and financial services.
NEW BUSINESSES
Water
In January 1998, Enron formed Azurix Corp. to pursue opportunities in the
global water business. As a key step in establishing this new business, Azurix
Europe, an indirect, wholly owned subsidiary of Azurix Corp., acquired all of
the outstanding ordinary share capital of Wessex Water Plc ("Wessex"), a water
and wastewater services company based in southwestern England. In December
1998, as part of restructuring the financing for the Wessex acquisition, Enron
became a 50% indirect owner of Azurix Corp, with the remaining 50% being
indirectly held by institutional investors.
Communications
Enron is building a long-haul fiber-optic network on strategic
routes throughout the United States to create the nation's first Pure IPSM
(Internet Protocol) backbone known as the Enron Intelligent Network (EIN). The
EIN, which is enabled with intelligent messaging software, enhances the
company's existing national fiber-optic network to bring to market a reliable,
bandwidth-on-demand platform for delivering data, applications and streaming
rich media to the desktop. Enron's strategy is based on a business model that
offers immediate national reach while minimizing capital deployed through
strategic alliances with industry technology leaders whose presence, customer
access, market share, and content enable Enron to efficiently enter this new,
emerging marketplace.
5
<PAGE> 7
SELLING SHAREHOLDERS
The following table sets forth the name of each selling shareholder,
the number of shares of Common Stock beneficially owned by each selling
shareholder, and the number of shares offered by each selling shareholder.
Number of Shares Number of Shares
Selling Shareholder Beneficially Owned Offered
- ------------------- ------------------ ----------------
Daniel Calhoun McNair 22,176 22,176
(Separate Property)
Robert Cary McNair, Jr. 19,404 19,404
(Separate Property)
RCM Financial Services, L.P. 2,772,017 2,772,017
Robert Cary McNair, Jr., as Trustee 80,389 80,389
of the Robert Cary McNair, Jr. Trust
UTA dated November 14, 1988, as amended
Daniel Calhoun McNair, as Trustee of 80,389 80,389
the Daniel Calhoun McNair Trust UTA
dated November 14, 1988, as amended
Ruth McNair Smith and M. Robert Dussler, 80,388 80,388
as Co-Trustees of the Ruth McNair Smith
Trust UTA dated November 14, 1988,
as amended
Melissa Eileen McNair Reichert and 80,388 80,388
M. Robert Dussler, as Co-Trustees of
The Melissa Eileen McNair Walter Trust
UTA dated November 14, 1988, as amended
Robert A. Hansen 229,758 229,758
Hansfam Three Trust UTA dated June 30, 153,172 153,172
1989, as amended, John P. Hansen, Trustee
C. Donald Van Wart 59,147 59,147
The 1989 Energy Trust UTA dated June 27, 19,278 19,278
1989, as amended, R. Cary McNair, Jr.,
Trustee
Charles N. Buck Family Trust A 13,505 13,505
created under the will of Charles N.
Buck dated March 16, 1989, Pauline E.
Buck, Trustee
Charles N. Buck Family Trust B 15,413 15,413
created under the will of Charles N.
Buck dated March 16, 1989, Pauline E.
Buck, Trustee
6
<PAGE> 8
H. Fred Levine 45,112 45,112
Velva G. Levine 45,112 45,112
Robert G. Levine 4,010 4,010
Robert G. Levine 1992 Family Trust UTA 36,089 36,089
dated August 17, 1992
Dana L. Levine Guefen 4,010 4,010
Dana L. Guefen 1992 Family Trust UTA 36,089 36,089
dated August 17, 1992
The Levine Family 1995 Charitable Lead 26,065 26,065
Trust UTA dated September 21, 1995
c/o Robert G. Levine, Trustee
The Endowment Fund of the Jewish 2,005 2,005
Community of Houston
c/o Amelia Ribnick Kleiman
Israel Children's Centers 2,005 2,005
c/o Marlene Waldfogel
The shares of common stock being offered are owned by the selling
shareholders, who acquired them from Enron pursuant to transactions exempt from
the registration requirements of the Securities Act.
DESCRIPTION OF ENRON CORP. CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At April 1, 1999, the authorized capital stock of Enron was
616,500,000 shares, consisting of:
(a) 16,500,000 shares of Preferred Stock, no par value, of which:
o 1,313,324 shares of Cumulative Second Preferred Convertible
Stock were outstanding;
o 35.568509 shares of 9.142% Perpetual Second Preferred
Stock were issued and held by an Enron subsidiary;
o 250,000 shares of Series A Junior Voting Convertible
Preferred Stock were issued and held by an Enron subsidiary;
o 204,800 shares of Mandatorily Convertible Single Reset
Preferred Stock, Series A, were issued and held by an Enron
subsidiary; and
o 83,000 shares of Mandatorily Convertible Single Reset
Preferred Stock, Series B, were issued and held by an Enron
subsidiary.
(b) 600,000,000 shares of common stock, no par value, of which
352,061,088 shares were outstanding.
7
<PAGE> 9
The following descriptions of certain of the provisions of the
Amended and Restated Articles of Incorporation of Enron (the "Enron Charter")
and the Bylaws of Enron ("Enron Bylaws") are summaries and do not purport to be
complete, and are qualified in their entirety by reference to the Enron Charter
and the Enron Bylaws filed as exhibits to this Registration Statement.
COMMON STOCK
Enron is authorized to issue up to 600,000,000 shares of Enron
Common Stock. The holders of Enron Common Stock are entitled to one vote for
each share on all matters submitted to a vote of shareholders and do not have
cumulative voting rights in the election of directors. The holders of Enron
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared by the Board of Directors of Enron out of legally available funds
subject to the rights of any preferred stock. In the event of liquidation,
dissolution or winding up of Enron, the holders of Enron Common Stock are
entitled to share ratably in all assets of Enron remaining after provision for
payment of liabilities and satisfaction of the liquidation preference of any
shares of Enron Preferred Stock that may be outstanding. The holders of Enron
Common Stock have no preemptive, subscription, redemption or conversion rights.
The rights, preferences and privileges of holders of Enron Common Stock may
become subject to those of holders of Enron Preferred Stock, including any
series of Enron Preferred Stock issued in the future.
PREFERRED STOCK
The following is a general description of the terms of our preferred
stock. The preferred stock shall rank in preference to the common stock as to
payment of dividends and as to distribution of assets of Enron upon the
liquidation, dissolution or winding up of Enron. Upon issuance against full
payment of the purchase price therefor, shares of preferred stock will be fully
paid and nonassessable.
Enron is authorized to issue up to 16,500,000 shares of preferred
stock. An aggregate of 1,370,000 shares of Enron preferred stock are designated
the Cumulative Second Preferred Convertible Stock ("Enron Convertible Preferred
Stock"), an aggregate of 35.568509 shares of Enron preferred stock are
designated the 9.142% Perpetual Second Preferred Stock ("Enron 9.142% Preferred
Stock"), an aggregate of 250,000 shares of Enron preferred stock are designated
the Series A Junior Voting Convertible Preferred Stock ("Enron Junior
Convertible Preferred Stock"), an aggregate of 204,800 shares of Enron
preferred stock are designated the Mandatorily Convertible Single Reset
Preferred Stock, Series A ("Enron Mandatorily Convertible Preferred Stock,
Series A") and 83,000 shares of Enron preferred stock are designated the
Mandatorily Convertible Single Reset Preferred Stock, Series B ("Enron
Mandatorily Convertible Preferred Stock, Series B" and together with the Enron
Mandatorily Convertible Preferred Stock, Series A, the "Enron Mandatorily
Convertible Preferred Stock").
In addition to the Enron Convertible Preferred Stock, the Enron
9.142% Preferred Stock, the Enron Junior Convertible Preferred Stock and the
Enron Mandatorily Convertible Preferred Stock, the Enron Board of Directors has
authority, without shareholder approval (except to the extent that holders of
any series of Enron preferred stock are entitled by their terms to class voting
rights), to issue shares of Enron preferred stock in one or more series and to
determine the number of shares, designations, dividend rights, conversion
rights, voting power, redemption rights, liquidation preferences and other
terms of any such series. The issuance of Enron preferred stock, while
providing desired flexibility in connection with possible acquisitions and
other corporate purposes, could adversely affect the voting power of holders of
Enron common stock and the likelihood that such holders will receive dividend
payments and payments upon liquidation and could have the effect of delaying,
deferring or preventing a change in control of Enron.
8
<PAGE> 10
ENRON CONVERTIBLE PREFERRED STOCK
We have summarized below the terms of the Enron Convertible
Preferred Stock. The summary is not complete. The form of series designation
for the Enron Convertible Preferred Stock has been filed as an exhibit to this
registration statement, and you should read the form for any terms that may be
important to you.
The annual rate of dividends payable on shares of the Enron
Convertible Preferred Stock is the greater of $10.50 per share or the dividend
amount payable on the number of shares of Enron common stock into which one
share of Enron Convertible Preferred Stock is convertible (currently 13.652
shares, subject to adjustment). Such dividends are payable quarterly on the
first days of January, April, July and October. These dividend rights are
superior to the dividend rights of the Enron common stock, the Enron Junior
Convertible Preferred Stock and the Enron Mandatorily Convertible Preferred
Stock, and rank equally with the dividend rights on the Enron 9.142% Preferred
Stock.
The amount payable on shares of the Enron Convertible Preferred
Stock in the event of any involuntary or voluntary liquidation, dissolution or
winding up of the affairs of Enron is $100 per share, together with accrued
dividends to the date of distribution or payment. The liquidation rights of the
Enron Convertible Preferred Stock are superior to the Enron common stock, the
Enron Junior Convertible Preferred Stock and the Enron Mandatorily Convertible
Preferred Stock and rank equally with the liquidation rights of the Enron
9.142% Preferred Stock. The Enron Convertible Preferred Stock is redeemable at
the option of Enron at any time, in whole or in part, at a redemption price of
$100 per share, together with accrued dividends to the date of distribution or
payment. Each share of Enron Convertible Preferred Stock is convertible
initially into 13.652 shares of Enron common stock at any time at the option of
the holder (which conversion rate is and will be subject to certain
adjustments).
Holders of Enron Convertible Preferred Stock are entitled to vote
together with the Enron common stock on all matters submitted to a vote of
Enron shareholders, with each share of Enron Convertible Preferred Stock having
a number of votes equal to the number of shares of Enron common stock into
which one share of Enron Convertible Preferred Stock is convertible. In
addition, holders of Enron Convertible Preferred Stock are entitled to certain
class voting rights, including (unless provision is made for redemption of such
shares);
(a) the requirement for approval by the holders of at least
two-thirds of the Enron Convertible Preferred Stock
(voting together with all other shares of parity stock
similarly affected) to effect:
o an amendment to the Enron Charter or Bylaws that
would affect adversely the voting powers, rights or
preferences of the holders of the Enron Convertible
Preferred Stock or that would reduce the time for any
notice to which the holders of the Enron Convertible
Preferred Stock may be entitled,
o the authorization, creation or issuance of, or the
increase in the authorized amount of, any stock of
any class or series or any security convertible into
stock of any class or series ranking prior to the
Enron Convertible Preferred Stock,
o the voluntary dissolution, liquidation or winding up
of the affairs of Enron, or the sale, lease or
conveyance by Enron of all or substantially all of
its property or assets, or
o the purchase or redemption (for sinking fund purposes
or otherwise) of less than all of the Enron
Convertible Preferred Stock and other parity stock at
the time outstanding unless the full dividends on all
shares of Enron Convertible Preferred Stock then
outstanding shall have been paid or declared and a
sum sufficient for payment thereof set apart, and
9
<PAGE> 11
(b) the requirement for approval by the holders of at least a
majority of the Enron Convertible Preferred Stock (voting
together with all other shares of parity stock similarly
affected), to effect:
o the authorization, creation or issuance of, or the
increase in the authorized amount of, any stock of
any class or series or any security convertible into
stock of any class or series, ranking on a parity
with the Enron Convertible Preferred Stock, provided
that no such consent shall be required for the
authorization, creation or issuance by Enron of a
number of shares of one or more series of Preferred
Stock ranking on parity with the Enron Convertible
Preferred Stock that, together with number of shares
of Enron Convertible Preferred Stock and other
Preferred Stock ranking on parity with the Enron
Convertible Preferred Stock then outstanding, would
equal 5,000,000, or
o the merger or consolidation of Enron with or into
any other corporation, unless the corporation
resulting from such merger or consolidation will
have after such merger or consolidation no class of
stock and no other securities either authorized or
outstanding ranking prior to or on a parity with the
Enron Convertible Preferred Stock, except the same
number of shares of stock and the same amount of
other securities with the same rights and
preferences as the stock and securities of Enron
respectively authorized and outstanding immediately
preceding such merger or consolidation, and each
holder of Enron Convertible Preferred Stock
immediately preceding such merger or consolidation
shall receive the same number of shares, with the
same rights and preferences, of the resulting
corporation.
In addition, if dividend payments on the Enron Convertible Preferred
Stock are in default in an amount equivalent to six quarterly dividends on
such shares, then the holders of the Enron Convertible Preferred Stock shall
have certain voting rights (together with any parity stock similarly affected)
to elect two directors to Enron's Board of Directors until such dividends have
been paid or funds sufficient therefor deposited in trust. If we fail to pay
dividends when due on this preferred stock, the terms of this preferred stock
will prohibit us from paying dividends on junior stock, including Enron common
stock, and prohibit us and our subsidiaries from acquiring junior stock,
including Enron common stock, subject to certain exceptions.
9.142% PREFERRED STOCK
We have summarized the terms of the Enron 9.142% Preferred Stock
below. The summary is not complete. The form of series designation for the
Enron 9.142% Preferred Stock has been filed as an exhibit to this registration
statement, and you should read the form for any terms that may be important to
you.
The annual rate of dividends payable on shares of the Enron 9.142%
Preferred Stock is $91,420 per share. Such dividends are payable quarterly on
the first days of January, April, July and October. These dividend rights are
superior to the dividend rights of the Enron common stock, the Enron Junior
Convertible Preferred Stock and the Enron Mandatorily Convertible Preferred
Stock and rank equally with the dividend rights on the Enron Convertible
Preferred Stock.
The amount payable on shares of the Enron 9.142% Preferred Stock in
the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of Enron is $1,000,000 per share, together with accrued
dividends. The liquidation rights of the Enron 9.142% Preferred Stock are
superior to the Enron common stock, the Enron Junior Convertible Stock and the
Enron Mandatorily Convertible Preferred Stock and rank equally with the
liquidation rights of the Enron Convertible Preferred Stock.
10
<PAGE> 12
The Enron 9.142% Preferred Stock is not redeemable at the option of
Enron. Pursuant to an agreement between Enron and its subsidiary, however, such
subsidiary will have the rights, exercisable at any time, in whole or in part,
for a 180-day period commencing January 31, 2004, to cause Enron to redeem 18
shares for $1,000,000 per share, together with accrued dividends.
The holders of Enron 9.142% Preferred Stock generally have no voting
rights but are entitled to certain class voting rights, including (unless
provision is made for redemption of such shares):
(a) the requirement for approval by the holders of at least
two-thirds of the Enron 9.142% Preferred Stock (voting
together with all other shares of parity stock similarly
affected), to effect:
o an amendment to the Enron Charter or Bylaws that would
affect adversely the voting powers, rights or preferences
of the holders of the Enron 9.142% Preferred Stock or
reduces the time for any notice to which the holders of
the Enron 9.142% Preferred Stock may be entitled,
o the authorization, creation or issuance of, or the
increase in the authorized amount of, any stock of any
class or series or any security convertible into stock of
any class or series ranking prior to the Enron 9.142%
Preferred Stock,
o the voluntary dissolution, liquidation or winding up of
the affairs of Enron, or the sale, lease or conveyance by
Enron of all or substantially all of its property or
assets, or
o the purchase or redemption (for sinking fund purposes or
otherwise) of less than all of the Enron 9.142% Preferred
Stock and other parity stock at the time outstanding
unless the full dividends on all shares of Enron 9.142%
Preferred Stock then outstanding shall have been paid or
declared and a sum sufficient for payment thereof set
apart, and
(b) the requirement for approval by the holders of at least a
majority of the Enron 9.142% Preferred Stock (voting together
with all other shares of parity stock similarly affected), to
effect:
o the authorization, creation or issuance of, or the
increase in the authorized amount of, any stock of any
class or series or any security convertible into stock of
any class or series, ranking on a parity with the Enron
9.142% Preferred Stock, provided that no such consent
shall be required for the authorization, creation or
issuance by Enron of a number of shares of one or more
series of Preferred Stock ranking on parity with the
Enron 9.142% Preferred Stock that, together with number
of shares of Enron 9.142% Preferred Stock and other
Preferred Stock ranking on parity with the Enron 9.142%
Preferred Stock then outstanding, would equal 5,000,000,
or
o the merger or consolidation of Enron with or into any
other corporation, unless the corporation resulting from
such merger or consolidation will have after such merger
or consolidation no class of stock and no other
securities either authorized or outstanding ranking prior
to or on a parity with the Enron 9.142% Preferred Stock,
except the same number of shares of stock and the same
amount of other securities with the same rights and
preferences as the stock and securities of Enron
respectively authorized and outstanding immediately
preceding such merger or consolidation, and each holder
of Enron 9.142% Preferred Stock immediately preceding
such merger or consolidation shall receive the same
number of shares, with the same rights and preferences,
of the resulting corporation.
In addition, if dividend payments on the Enron 9.142% Preferred
Stock are in default in an amount equivalent to six quarterly dividends on such
shares, then the holders of the Enron 9.142% Preferred Stock shall
11
<PAGE> 13
have certain voting rights (together with any other parity stock similarly
affected) to elect two directors to Enron's Board of Directors until such
dividends have been paid or funds sufficient therefor deposited in trust. If we
fail to pay dividends when due on this preferred stock, the terms of this
preferred stock will prohibit us from paying dividends on junior stock,
including Enron common stock, and prohibit us and our subsidiaries from
acquiring junior stock, including Enron common stock, subject to certain
exceptions.
ENRON JUNIOR CONVERTIBLE PREFERRED STOCK
We have summarized of the terms of the Enron Junior Convertible
Preferred Stock below. The summary is not complete. The form of the statement
of resolutions establishing the Enron Junior Convertible Preferred Stock has
been filed as an exhibit to this registration statement, and you should read
the form for any terms that may be important to you.
The annual rate of dividends payable on shares of the Enron Junior
Convertible Preferred Stock is a floating rate based on the rates at which
deposits in United States dollars are offered in the London interbank market
plus .85%. Dividends are payable quarterly and are cumulative. The amount
payable on shares of the Enron Junior Convertible Preferred Stock in the event
of any liquidation, dissolution or winding up of the affairs of Enron is $4,000
per share, together with accrued dividends. The dividend and liquidation rights
of the Enron Junior Convertible Preferred Stock are superior to the dividend
and liquidation rights of the Enron Common Stock, but rank junior to the
dividend and liquidation rights of all other outstanding series of Enron
preferred stock. The Enron Junior Convertible Preferred Stock is not redeemable
at the option of Enron. Each share of Enron Junior Convertible Preferred Stock
is convertible initially into 100 shares of Enron common stock (which
conversion rate is subject to certain adjustments).
The holders of Enron Junior Convertible Preferred Stock generally
have no voting rights but are entitled to certain class voting rights,
including the requirement for approval by the holders of at least a majority of
the Enron Junior Convertible Preferred Stock (voting together with all other
shares of parity stock similarly affected) to effect:
o an amendment to the Enron Charter that would adversely affect
the voting powers, rights or preferences of the holders of
the Enron Junior Convertible Preferred Stock,
o the sale, lease or conveyance by Enron of all or substantially
all of its assets, or
o the merger or consolidation of Enron with or into any other
corporation, unless each holder of Enron Junior Convertible
Preferred Stock immediately preceding such merger or
consolidation shall receive the same number of shares, with
substantially the same rights and preferences, of the
surviving corporation.
In addition, if full cumulative dividends are not paid for six consecutive
quarterly periods, then the holders of the Enron Junior Convertible Preferred
Stock (together with the holders of any parity stock similarly affected) will
have the right to elect two directors to Enron's Board of Directors until all
dividends in arrears have been paid or funds sufficient therefor deposited in
trust. If we fail to pay dividends when due on this preferred stock, the terms
of this preferred stock will prohibit us from paying dividends on junior stock,
including Enron common stock, and prohibit us and our subsidiaries from
acquiring junior stock, including Enron common stock, subject to certain
exceptions.
ENRON MANDATORILY CONVERTIBLE PREFERRED STOCK
We have summarized the terms of the Enron Mandatorily Convertible
Preferred Stock, Series A and Series B, below. The summary is not complete. The
terms of the Series A and the Series B are generally the
12
<PAGE> 14
same except as discussed below. The forms of the statement of resolutions
establishing both series of the Enron Mandatorily Convertible Preferred Stock
have been filed as exhibits to this registration statements, and you should
read the forms for any terms that may be important to you.
The shares of each of the two series of the Enron Mandatorily
Convertible Preferred Stock were deposited under deposit agreements, and the
related depositary shares were then deposited into trusts of which we are the
beneficial owner. The depositary shares are to be sold by the trusts only if a
default occurs under certain of our debt obligations or under certain debt
obligations that were incurred in connection with our investment in Wessex
Water Plc and Elektro-Electricidade e Servicos S.A. (the "Obligations") or our
credit ratings fall below investment grade and, in the case of Series A, our
common stock price falls below $37.84, subject to certain adjustments. The date
that the depositary shares are sold by the trust, or under certain
circumstances the date the depositary shares were to have been sold but were
unable to be sold, is the Rate Reset Date, and the market price of Enron common
stock on the day of such sale is priced is the Reset Price, subject to certain
adjustments. If the Obligations, which generally mature on or before December
2001, are timely repaid in full, we expect the Enron Mandatorily Convertible
Preferred Stock will be retired and canceled.
No dividends are payable on the Enron Mandatorily Convertible
Preferred Stock prior to the applicable Rate Reset Date. After a Rate Reset
Date, the annual rate of dividends payable is $350 per share plus an amount
which is intended to approximate the dividend yield on the Enron common stock
as of the Rate Reset Date. Such dividends are payable quarterly and are
cumulative. The amount payable on shares of Enron Mandatorily Convertible
Preferred Stock in the event of any liquidation, dissolution or winding up of
the affairs of Enron is $5,000 per share, together with accrued dividends to
the date of payment. These dividend and liquidation rights are superior to the
dividend and liquidation rights of the Enron common stock and the Enron Junior
Convertible Preferred Stock, but rank junior to the dividend and liquidation
rights of the Enron Convertible Preferred Stock and Enron 9.142% Preferred
Stock.
The Enron Mandatorily Convertible Preferred Stock is not redeemable
after the Rate Reset Date. The Enron Mandatorily Convertible Preferred Stock
will be converted into Enron common stock on the third anniversary of the Rate
Reset Date. The number of shares issuable per share of Enron Mandatorily
Convertible Preferred Stock on conversion will equal the liquidation preference
($5,000) divided by the conversion price. The conversion price will be between
100% to 110% of the applicable Reset Price (subject to certain adjustments)
depending on the market price of Enron common stock at the time of conversion.
After the Rate Reset Date and prior to the third anniversary of the Rate Reset
Date, the holders of the Enron Mandatorily Convertible Preferred Stock will be
entitled to convert such shares into Enron common stock based on a conversion
price of 110% of the Reset Price (subject to certain adjustments).
The holders of each series of Enron Mandatorily Convertible
Preferred Stock generally have no voting rights, but are entitled to certain
class voting rights, including the requirement for approval by the holders of
at least a majority of each series to effect:
o an amendment to the Enron Charter that would adversely affect
the powers, rights or preferences of the holders of such
series of Enron Mandatorily Convertible Preferred Stock,
o the authorization or issuance of capital stock ranking senior
to the Enron Mandatorily Convertible Preferred Stock, or
o the merger or statutory exchange in which holders of the Enron
Mandatorily Convertible Preferred Stock do not receive a
similar preferred stock in the surviving entity, subject to
certain exceptions.
If the Obligations are not paid when due, the holders of each series
of Enron Mandatorily Convertible Preferred Stock will have the right to elect
two directors to Enron's Board of Directors until such debt is paid or
13
<PAGE> 15
certain other events occur. In addition, if full cumulative dividends are not
paid for six consecutive quarterly periods, the holders of the Enron
Mandatorily Convertible Preferred Stock (together with the holders of any
parity stock similarly affected) will have the right to elect two directors to
Enron's Board of Directors until all dividends in arrears have been paid. If we
fail to pay dividends when due on Enron Mandatorily Convertible Preferred
Stock, the terms of the Enron Mandatorily Convertible Preferred Stock will
prohibit us from paying dividends on junior stock, including Enron common
stock, and prohibit us and our subsidiaries from acquiring junior stock,
including Enron common stock, subject to certain exceptions.
CERTAIN PROVISIONS OF THE ENRON CHARTER AND BYLAWS
Fair Price Provision. The Enron Charter contains a "fair price"
provision which generally requires that certain mergers, business combinations
and similar transactions with a "Related Person" (generally the beneficial
owner of at least 10% of Enron's voting stock) be approved by the holders of at
least 80% of Enron's voting stock, unless (a) the transaction is approved by at
least 80% of the "Continuing Directors" of Enron, who constitute a majority of
the entire board, (b) the transaction occurs more than five years after the
last acquisition of Enron voting stock by the Related Person or (c) certain
"fair price" and procedural requirements are satisfied.
"Business Transaction" means (a) any merger or consolidation
involving Enron or a subsidiary of Enron, (b) any sale, lease, exchange,
transfer or other disposition (in one transaction or a series of transactions),
including without limitation a mortgage or any other security device, of all or
any substantial part of the assets either of Enron or of a subsidiary of Enron,
(c) any sale, lease, exchange, transfer or other disposition of all or any
substantial part of the assets of an entity to Enron or a subsidiary of Enron,
(d) the issuance, sale, exchange, transfer or other disposition by Enron or a
subsidiary of Enron of any securities of Enron or any subsidiary of Enron, (e)
any recapitalization or reclassification of Enron's securities (including
without limitation, any reverse stock split) or other transaction that would
have the effect of increasing the voting power of a Related Person, (f) any
liquidation, spinoff, splitoff, splitup or dissolution of Enron, and (g) any
agreement, contract or other arrangement providing for any of the transactions
described in this definition of Business Transaction. "Continuing Director"
means a director who either was a member of the Board of Directors of Enron
prior to the time such Related Person became a Related Person or who
subsequently became a director of Enron and whose election, or nomination for
election by Enron's shareholders, was approved by a vote of at least 80% of the
Continuing Directors then on the Board, either by a specific vote or by
approval of the proxy statement issued by Enron on behalf of the Board of
Directors in which such person is named as nominee for director, without an
objection to such nomination; provided, however, that in no event shall a
director be considered a "Continuing Director" if such director is a Related
Person and the Business Transaction to be voted upon is with such Related
Person or is one in which such Related Person otherwise has an interest (except
proportionately as a shareholder of Enron).
Advance Notice Requirements for Shareholder Proposals and
Nominations. The Enron Bylaws provide that for business to be properly brought
before an annual meeting of shareholders, it must be either (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise brought before the meeting by or at
the direction of the Board of Directors or (c) otherwise properly brought
before the meeting by a shareholder of Enron who is a shareholder of record at
the time of giving of notice hereinafter provided for, who shall be entitled to
vote at such meeting and who complies with the following notice procedures. In
addition to any other applicable requirements, for business to be brought
before an annual meeting by a shareholder of Enron, the shareholder must have
given timely notice in writing of the business to be brought before an annual
meeting of shareholders to the Secretary of Enron. To be timely, a
shareholder's notice must be delivered to or mailed and received at Enron's
principal executive offices not less than 120 days prior to the anniversary
date of the proxy statement for the previous year's annual meeting of the
shareholders of Enron (or Old Enron, with respect to the first such meeting
after the Effective Time). A shareholder's notice to the Secretary must set
forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such
14
<PAGE> 16
business at the annual meeting, (ii) the name and address, as they appear on
Enron's books, of the shareholder proposing such business, (iii) the
acquisition date, the class and the number of shares of voting stock of Enron
which are owned beneficially by the shareholder, (iv) any material interest of
the shareholder in such business and (v) a representation that the shareholder
intends to appear in person or by proxy at the meeting to bring the proposed
business before the meeting. No business shall be conducted at an annual
meeting except in accordance with the procedures outlined above.
The Enron Bylaws provide that only persons who are nominated for
election as a director of Enron in accordance with the following procedures
shall be eligible for election as directors. Nominations of persons for
election to Enron's Board of Directors may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of Enron who is a shareholder of record at the time of giving of notice
hereinafter provided for, who shall be entitled to vote for the election of
directors at the meeting and who complies with the following notice procedures.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of Enron. To be timely, a shareholder's notice must be delivered to or mailed
and received at Enron's principal executive offices, (i) with respect to an
election to be held at an annual meeting of shareholders of Enron, not less
than 120 days prior to the anniversary date of the proxy statement for the
previous year's annual meeting of the shareholders of Enron (or Old Enron, with
respect to the first such meeting after the Effective Time), and (ii) with
respect to an election to be held at a special meeting of shareholders of Enron
for the election of directors, not later than the close of business on the 10th
day following the date on which notice of the date of the meeting was mailed or
public disclosure of the date of the meeting was made, whichever first occurs.
Such shareholder's notice to the Secretary shall set forth (a) as to each
person whom the shareholder proposes to nominate for election or re-election as
a director, all information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors, or is
otherwise required, pursuant to Regulation 14A under the Exchange Act
(including the written consent of such person to be named in the proxy
statement as a nominee and to serve as a director if elected); and (b) as to
the shareholder giving the notice, (i) the name and address, as they appear on
Enron's books, of such shareholder, and (ii) the class and number of shares of
capital stock of Enron which are beneficially owned by the shareholder.
CERTAIN ANTI-TAKEOVER PROVISIONS OF OREGON LAW
Business Combinations with Interested Shareholders. Enron is subject
to the provisions of Sections 60.825-60.845 of the Oregon Business Corporation
Act ("OBCA"), which generally provide that any person who acquires 15% or more
of a corporation's voting stock (thereby becoming an "interested shareholder")
may not engage in certain "business combinations" with the corporation for a
period of three years following the date the person became an interested
stockholder, unless (i) the board of directors has approved, prior to the date
the person became an interested shareholder, either the business combination or
the transaction that resulted in the person becoming an interested shareholder,
(ii) upon consummation of the transaction that resulted in the person becoming
an interested shareholder, that person owns at least 85% of the corporation's
voting stock outstanding at the time the transaction is commenced (excluding
shares owned by persons who are both directors and officers and shares owned by
employee stock plans in which participants do not have the right to determine
whether shares will be tendered in a tender or exchange offer), or (iii) on or
subsequent to the date the person became an interested shareholder, the
business combination is approved by the board of directors and authorized by
the affirmative vote of at least 66 2/3% of the outstanding voting stock not
owned by the interested shareholder.
Control Share Statute. As is permitted by the OBCA, the Enron
Charter provides that Enron is not subject to the Oregon Control Share Act. The
Oregon Control Share Act restricts the ability of a shareholder of certain
Oregon-based corporations to vote shares of stock acquired in a transaction
that causes the acquiring person to control at least one-fifth, one-third or
one-half of the votes entitled to be cast in the election of directors, except
as authorized by a vote of the corporation's disinterested shareholders.
15
<PAGE> 17
PLAN OF DISTRIBUTION
The selling shareholders may sell their shares from time to time
through or to brokers or dealers, or directly to investors, (a) at a fixed
price or prices, which may be changed from time to time, (b) at market prices
prevailing at the time of such sale, (c) at prices related to such market
prices, or (d) at negotiated prices. In connection with any sales,
distributors' or sellers' commissions may be paid or allowed.
Brokers or dealers may act as agents for the selling shareholders,
or may purchase shares from the selling shareholders as principal and
thereafter resell those shares from time to time in or through transactions or
distributions (which may involve crosses and block transactions) on the New
York Stock Exchange, the London Stock Exchange or other United States or
foreign stock exchanges where trading privileges are available, in the
over-the-counter market, in private transactions or in some combination of the
foregoing.
We have agreed to pay the registration expenses related to the sale
of shares by the selling shareholders. All other expenses relating to the sale
of the shares by the selling shareholders will be paid by the selling
shareholders. We have agreed to indemnify the selling shareholders against
certain liabilities relating to the resale of the shares under the Securities
Act of 1933.
Dealers and agents that participate in the distribution of the
common stock may be underwriters as defined in the Securities Act of 1933, and
any discounts or commissions received by them from the selling shareholders and
any profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Securities Act.
The selling shareholders may enter agreements with dealers and
agents to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute with respect to
payments which the dealers or agents may be required to make.
VALIDITY OF COMMON STOCK
The validity of the offered shares of common stock hereby will be
passed upon for us by James V. Derrick, Jr., Esq., Senior Vice President and
General Counsel of Enron. Mr. Derrick owns substantially less than 1% of the
outstanding shares of Common Stock of Enron.
EXPERTS
The consolidated financial statements included in Enron's Current
Report on Form 8-K dated March 18, 1999 and consolidated financial statements
and schedule included in Enron's Annual Report on Form 10-K for the year ended
December 31, 1998, incorporated by reference in this Prospectus and elsewhere
in the Registration Statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
The letter report of DeGolyer and MacNaughton, independent petroleum
consultants, included as an exhibit to Enron's Annual Report on Form 10-K for
the year ended December 31, 1998, and the estimates from the reports of that
firm appearing in such Annual Report, are incorporated by reference herein on
the authority of said firm as experts in petroleum engineering and in giving
such reports.
16
<PAGE> 18
3,825,921 SHARES
[ENRON LOGO]
COMMON STOCK
----------------
PROSPECTUS
----------------
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by
Enron in connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission registration fee,
all amounts shown are estimates.
Filing Fee for Registration Statement . . . . . . . $ 68,337
Legal Fees and Expenses . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses. . . . . . . . . . . . 4,000
Transfer Agent's Fees and Expenses. . . . . . . . . 5,000
Blue Sky Fees and Expenses. . . . . . . . . . . . . 4,000
Miscellaneous . . . . . . . . . . . . . . . . . . . 3,663
----------
Total . . . . . . . . . . . . . . . . . . . . . . . $ 90,000
==========
- --------------
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Enron Charter contains provisions under which Enron will
indemnify, to the fullest extent permitted by law, persons who are made a party
to an action or proceeding by virtue of the fact that the individual is or was
a director, officer, or, in certain circumstances, an employee or agent, of
Enron or another corporation at Enron's request. The Oregon Business
Corporation Act generally permits such indemnification to the extent that the
individual acted in good faith and in a manner which he reasonably believed to
be in the best interest of or not opposed to the corporation or, with respect
to criminal matters, if the individual had no reasonable cause to believe his
or her conduct was unlawful. In addition, the Enron Charter contains a
provision that eliminates the personal liability of a director to the
corporation or its shareholders for monetary damages for conduct as a director,
except for liability of a director (i) for breach of the duty of loyalty, (ii)
for actions or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for the payment of improper
dividends or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit.
Enron has purchased liability insurance policies covering its
directors and officers to provide protection where Enron cannot legally
indemnify a director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or officer based on
an alleged breach of fiduciary duty or other wrongful act.
ITEM 16. EXHIBITS.
*3.01 - Amended and Restated Articles of Incorporation
of Enron (Annex E to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form
S-4 - File No. 333-13791).
*3.02 - Articles of Merger of Enron Oregon Corp., an Oregon
corporation, and Enron Corp., a Delaware corporation
(Exhibit 3.02 to Post-Effective Amendment No. 1 to
Enron's Registration Statement on Form S-3 -
File No. 33-60417).
*3.03 - Articles of Merger of Enron Corp., an Oregon
corporation, and Portland General Corporation, an
Oregon corporation (Exhibit 3.03 to Post-Effective
Amendment No. 1 to Enron's Registration Statement
on Form S-3 - File No. 33-60417).
*3.04 - Bylaws of Enron (Exhibit 3.04 to Post-Effective
Amendment No. 1 to Enron's Registration Statement on
Form S-3 - File No. 33-60417).
II-1
<PAGE> 20
*3.05 - Form of Series Designation for the Enron
Convertible Preferred Stock (Annex F to the
Proxy Statement/Prospectus included in Enron's
Registration Statement on Form S-4 - File No.
333-13791).
*3.06 - Form of Series Designation for the Enron 9.142%
Preferred Stock (Annex G to the Proxy Statement/
Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333-13791).
*3.07 - Form of Series Designation for the Enron Series A
Junior Voting Convertible Preferred Stock (Exhibit
3.07 to Enron's Registration Statement on Form S-3 -
File No. 333-44133)
*3.08 - Statement of Resolutions Establishing A Series of
Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series A
(Exhibit 4.01 to Enron's Form 8-K filed on January
26, 1999).
*3.09 - Statement of Resolutions Establishing A Series of
Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series B
(Exhibit 4.02 to Enron's Form 8-K filed on January
26, 1999).
5 Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the
validity of the Common Stock.
23.01 - Consent of Arthur Andersen LLP.
23.02 - Consent of DeGolyer and MacNaughton.
23.03 - The consent of James V. Derrick, Jr., Esq., is
contained in his opinion filed as Exhibit 5 hereto.
24 - Powers of Attorney of certain directors of Enron Corp.
- ---------------
*Incorporated by reference as indicated.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required in Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
II-2
<PAGE> 21
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by Enron pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering; and
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of Enron's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Enron
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston and State of Texas, on the 5th day of
April, 1999.
ENRON CORP.
(Registrant)
By: /s/ RICHARD A. CAUSEY
-------------------------------------
(Richard A. Causey)
Senior Vice President and Chief
Accounting, Information and
Administrative Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities with Enron indicated and on the 5th day of April, 1999.
Signature Title
--------- -----
/s/KENNETH L. LAY Chairman of the Board, Chief Executive
- ---------------------------------- Officer and Director (Principal Executive
(Kenneth L. Lay) Officer)
/s/RICHARD A. CAUSEY Senior Vice President and Chief
- ---------------------------------- Accounting, Information and
(Richard A. Causey) Administrative Officer
(Principal Accounting Officer)
/s/ANDREW S. FASTOW Senior Vice President and
- ---------------------------------- Chief Financial Officer
(Andrew S. Fastow) (Principal Financial Officer)
ROBERT A. BELFER* Director
- ----------------------------------
(Robert A. Belfer)
NORMAN P. BLAKE, JR.* Director
- ----------------------------------
(Norman P. Blake, Jr.)
RONNIE C. CHAN* Director
- ----------------------------------
(Ronnie C. Chan)
JOHN H. DUNCAN* Director
- ----------------------------------
(John H. Duncan)
II-4
<PAGE> 23
Signature Title
--------- -----
JOE H. FOY* Director
- ----------------------------------
(Joe H. Foy)
WENDY L. GRAMM* Director
- ----------------------------------
(Wendy L. Gramm)
KEN L. HARRISON* Vice Chairman and Director
- ----------------------------------
(Ken L. Harrison)
ROBERT K. JAEDICKE* Director
- ----------------------------------
(Robert K. Jaedicke)
CHARLES A. LeMAISTRE* Director
- ----------------------------------
(Charles A. LeMaistre)
JEROME J. MEYER* Director
- ----------------------------------
(Jerome J. Meyer)
JEFFREY K. SKILLING* Director and President and
- ---------------------------------- Chief Operating Officer
(Jeffrey K. Skilling)
JOHN A. URQUHART* Director
- ----------------------------------
(John A. Urquhart)
JOHN WAKEHAM* Director
- ----------------------------------
(John Wakeham)
CHARLS E. WALKER* Director
- ----------------------------------
(Charls E. Walker)
HERBERT S. WINOKUR, JR.* Director
- ----------------------------------
(Herbert S. Winokur, Jr.)
*By: /s/PEGGY B. MENCHACA
- ----------------------------------
(Peggy B. Menchaca)
(Attorney-in-fact for persons indicated)
II-5
<PAGE> 24
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
*3.01 - Amended and Restated Articles of Incorporation
of Enron (Annex E to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form
S-4 - File No. 333-13791).
*3.02 - Articles of Merger of Enron Oregon Corp., an Oregon
corporation, and Enron Corp., a Delaware corporation
(Exhibit 3.02 to Post-Effective Amendment No. 1 to
Enron's Registration Statement on Form S-3 -
File No. 33-60417).
*3.03 - Articles of Merger of Enron Corp., an Oregon
corporation, and Portland General Corporation, an
Oregon corporation (Exhibit 3.03 to Post-Effective
Amendment No. 1 to Enron's Registration Statement
on Form S-3 - File No. 33-60417).
*3.04 - Bylaws of Enron (Exhibit 3.04 to Post-Effective
Amendment No. 1 to Enron's Registration Statement on
Form S-3 - File No. 33-60417).
*3.05 - Form of Series Designation for the Enron
Convertible Preferred Stock (Annex F to the
Proxy Statement/Prospectus included in Enron's
Registration Statement on Form S-4 - File No.
333-13791).
*3.06 - Form of Series Designation for the Enron 9.142%
Preferred Stock (Annex G to the Proxy Statement/
Prospectus included in Enron's Registration
Statement on Form S-4 - File No. 333-13791).
*3.07 - Form of Series Designation for the Enron Series A
Junior Voting Convertible Preferred Stock (Exhibit
3.07 to Enron's Registration Statement on Form S-3 -
File No. 333-44133)
*3.08 - Statement of Resolutions Establishing A Series of
Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series A
(Exhibit 4.01 to Enron's Form 8-K filed on January
26, 1999).
*3.09 - Statement of Resolutions Establishing A Series of
Preferred Stock of Enron Corp. - Mandatorily
Convertible Single Reset Preferred Stock, Series B
(Exhibit 4.02 to Enron's Form 8-K filed on January
26, 1999).
5 Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the
validity of the Common Stock.
23.01 - Consent of Arthur Andersen LLP.
23.02 - Consent of DeGolyer and MacNaughton.
23.03 - The consent of James V. Derrick, Jr., Esq., is
contained in his opinion filed as Exhibit 5 hereto.
24 - Powers of Attorney of certain directors of Enron Corp.
- ---------------
*Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 5
April 5, 1999
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., an
Oregon corporation (the "Company"), I am familiar with its Registration
Statement on Form S-3 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the sale from time to time by the selling shareholders named
therein of up to an aggregate of 3,825,921 outstanding shares of the Company's
Common Stock, no par value (the "Common Stock").
In connection therewith, I or attorneys on my legal staff acting
under my direction have examined, among other things, the Amended and Restated
Articles of Incorporation and the By-laws of the Company, the corporate
proceedings taken to date with respect to the authorization, issuance and sale
of the Common Stock, and such other documents as I or such attorneys have
deemed necessary for the purpose of expressing the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Oregon; and
2. The shares of Common Stock covered by the Registration Statement
have been duly authorized by all necessary corporate action, and such shares
are validly issued, fully paid, and non-assessable.
I am a member of the bar of the State of Texas. The opinion set
forth above is limited in all respects to the laws of the State of Texas, the
Oregon Business Corporation Act, and federal law of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Validity of Common
Stock" in the Prospectus included in the Registration Statement. By giving such
consent I do not admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit, within the meaning of the term
"expert" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ JAMES V. DERRICK, JR.
--------------------------
James V. Derrick, Jr.
<PAGE> 1
EXHIBIT 23.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
March 5, 1999 included in Enron Corp.'s Form 8-K dated March 18, 1999 and Form
10-K for the year ended December 31, 1998 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 5, 1999
<PAGE> 1
EXHIBIT 23.02
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
April 2, 1999
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with the Registration Statement on Form S-3 (the
Registration Statement), to be filed with the Securities and Exchange
Commission on or about April 2, 1999, by Enron Corp., DeGolyer and MacNaughton
(the firm) hereby consents to the incorporation in said Registration Statement
of the references to the firm and to the opinions delivered to Enron Oil & Gas
Company (the Company) regarding the comparison of estimates prepared by the
firm with those furnished to it by the Company of the proved oil, condensate,
natural gas liquids, and natural gas reserves of certain selected properties
owned by the Company. The opinions are contained in the firm's letter reports
dated January 17, 1997, January 13, 1998 and January 11, 1999, for estimates,
as of December 31, 1996, December 31, 1997 and December 31, 1998, respectively.
The opinions are referred to in the section "Oil and Gas Exploration and
Production Properties and Reserves - Reserve Information" in Enron Corp.'s
Annual Report on Form 10-K for the year ended December 31, 1998, and in Note 18
to the Enron Corp. consolidated financial statements included in Enron Corp.'s
Form 10-K for the year ended December 31, 1998. DeGolyer and MacNaughton also
consents to the incorporation by reference in the Registration Statement of the
firm's letter report, dated January 11, 1999, addressed to the Company, which
is included as Exhibit 23.03 to Enron Corp.'s Annual Report on Form 10-K for
the year ended December 31, 1998. DeGolyer and MacNaughton also consent to the
references to the firm in the section "Experts" in the Prospectus that is a
part of the Registration Statement.
Very truly yours,
/s/ DeGOLYER and MacNAUGHTON
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ ROBERT A. BELFER
------------------------
Robert A. Belfer
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
22nd day of March, 1999.
/s/ NORMAN P. BLAKE, JR.
-------------------------
Norman P. Blake, Jr.
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
24th day of March, 1999.
/s/ RONNIE C. CHAN
--------------------
Ronnie C. Chan
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ JOHN H. DUNCAN
--------------------
John H. Duncan
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain Selling
Stockholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ JOE H. FOY
----------------
Joe H. Foy
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), her true and lawful attorney-in-fact and agent, for her and
on her behalf and in her name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set her hand this
23rd day of March, 1999.
/s/ WENDY L. GRAMM
-------------------
Wendy L. Gramm
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ KEN L. HARRISON
--------------------
Ken L. Harrison
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ ROBERT K. JAEDICKE
------------------------
Robert K. Jaedicke
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ KENNETH L. LAY
--------------------
Kenneth L. Lay
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
25th day of March, 1999.
/s/ CHARLES A. LeMAISTRE
-------------------------
Charles A. LeMaistre
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ JEROME J. MEYER
---------------------
Jerome J. Meyer
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ JEFFREY K. SKILLING
------------------------
Jeffrey K. Skilling
<PAGE> 13
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ JOHN A. URQUHART
----------------------
John A. Urquhart
<PAGE> 14
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ JOHN WAKEHAM
------------------
John Wakeham
<PAGE> 15
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ CHARLS E. WALKER
---------------------
Charls E. Walker
<PAGE> 16
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the proposed
registration by Enron Corp., an Oregon corporation (the "Company"), of shares
of Enron Corp. Common Stock, no par value, on behalf of certain selling
shareholders of the Company, the undersigned officer or director of the Company
hereby constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S.
Fastow, and Peggy B. Menchaca, and each of them (with full power to each of
them to act alone), his true and lawful attorney-in-fact and agent, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file a registration statement on Form S-3 relating to such
securities to be filed with the Securities and Exchange Commission, together
with all amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this
23rd day of March, 1999.
/s/ HERBERT S. WINOKUR, JR.
----------------------------
Herbert S. Winokur, Jr.
