<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices, including zip code)
-----------------
ENRON CORP. 1994 STOCK PLAN
(Full title of the plan)
Rex R. Rogers
Vice President and Associate General Counsel
Enron Corp.
1400 Smith Street
Houston, Texas 77002
(Name and address of agent for service)
(713) 853-3069
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Amount Proposed maximum Proposed maximum
securities to be to be offering price aggregate Amount of
registered registered per share(1) offering price(1) Registration fee
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
no par value 10,000,000 $77.125 $771,250,000 $214,408
Shares(2)
====================================================================================================================
</TABLE>
(1) Estimated solely for purpose of calculating the registration fee (based
upon the average of the high and low prices of the Common Stock on the New
York Stock Exchange composite transactions reporting system on June 25,
1999.
(2) This Registration Statement shall also include any additional shares of
Common Stock issuable pursuant to the antidilution provisions of the Plan.
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock for
sale under the Enron Corp. 1994 Stock Plan. The contents of the registrant's
Form S-8 Registration Statement (No. 33-60821) relating to the same employee
benefit plan are incorporated by reference in this registration statement.
<PAGE> 2
INFORMATION NOT REQUIRED IN PROSPECTUS
The following documents are filed as part of this registration
statement, in accordance with General Instruction E to Form S-8:
EXHIBITS.
*3.1 - Amended and Restated Articles of Incorporation of
Enron Corp. (Annex E to the Proxy
Statement/Prospectus included in Enron Corp.'s
Registration Statement on Form S-4 - File No.
333-13791).
*3.2 - 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 Corp.'s Registration Statement on Form S-3 -
File No. 33-60417).
*3.3 - 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 Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.4 - Bylaws of Enron Corp. (Exhibit 3.04 to Post-Effective
Amendment No. 1 to Enron Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.5 - 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).
*3.6 - 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).
*3.7 - 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).
*3.8 - 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).
*3.9 - 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).
*4 - Enron Corp. 1994 Stock Plan, as amended (Exhibit 4.3
to Enron Corp. Form S-8 Registration Statement No.
33-60821).
5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron Corp.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of DeGolyer and MacNaughton.
23.3 - 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> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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, State of Texas,
on the 1st day of July, 1999.
ENRON CORP.
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, as amended,
this registration statement or amendment has been signed by the following
persons in the capacities indicated and on the 1st day of July, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ KENNETH L. LAY Chairman of the Board,
- ---------------------------------------- Chief Executive Officer and Director
Kenneth L. Lay (Principal Executive 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
- ---------------------------------------- (Principal Financial Officer)
Andrew S. Fastow
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
JOE H. FOY* Director
- ----------------------------------------
Joe H. Foy
WENDY L. GRAMM* Director
- ----------------------------------------
Wendy L. Gramm
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
KEN L. HARRISON* Director
- ----------------------------------------
Ken L. Harrison
ROBERT K. JAEDICKE* Director
- ----------------------------------------
Robert K. Jaedicke
CHARLES A. LeMAISTRE* Director
- ----------------------------------------
Charles A. LeMaistre
JOHN MENDELSOHN* Director
- ----------------------------------------
John Mendelsohn
JEROME J. MEYER* Director
- ----------------------------------------
Jerome J. Meyer
JEFFREY K. SKILLING* Director, President and
- ---------------------------------------- Chief Operating Officer
Jeffrey K. Skilling
JOHN WAKEHAM * Director
- ----------------------------------------
John Wakeham
HERBERT S. WINOKUR, JR. * Director
- ----------------------------------------
Herbert S. Winokur, Jr.
*By: /s/ REBECCA C. CARTER
------------------------------------
Rebecca C. Carter
Attorney-in-Fact
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C> <C>
*3.1 - Amended and Restated Articles of Incorporation of
Enron Corp. (Annex E to the Proxy
Statement/Prospectus included in Enron Corp.'s
Registration Statement on Form S-4 - File No.
333-13791).
*3.2 - 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 Corp.'s Registration Statement on Form S-3 -
File No. 33-60417).
*3.3 - 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 Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.4 - Bylaws of Enron Corp. (Exhibit 3.04 to Post-Effective
Amendment No. 1 to Enron Corp.'s Registration
Statement on Form S-3 - File No. 33-60417).
*3.5 - 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).
*3.6 - 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).
*3.7 - 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).
*3.8 - 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).
*3.9 - 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).
*4 - Enron Corp. 1994 Stock Plan, as amended (Exhibit 4.3
to Enron Corp. Form S-8 Registration Statement No.
33-60821).
5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron Corp.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of DeGolyer and MacNaughton.
23.3 - 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.
</TABLE>
- ---------------------------
* Incorporated by reference as indicated.
<PAGE> 1
EXHIBIT 5
July 1, 1999
Enron Corp.
1400 Smith Street
Houston, Texas 77002-7369
Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., an Oregon
corporation (the "Company"), I am familiar with the filing of a registration
statement on Form S-8 (the "Registration Statement") relating to a proposed
offering and sale of up to an aggregate of 10,000,000 shares (the "Shares") of
Common Stock, no par value ("Common Stock"), of the Company which may be issued
pursuant to options granted under the Company's 1994 Stock Plan, as amended and
restated (the "Plan").
Before rendering the opinions hereinafter set forth, I, or attorneys on
my legal staff acting under my direction, examined certain corporate records of
the Company, and such other certificates of officers of the Company, documents
and records as I or such attorneys deemed necessary or appropriate for the
purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares to be
issued upon the exercise of options granted pursuant to the Plan have been
validly authorized for issuance and, when (a) the Registration Statement has
become effective under the Securities Act of 1933, as amended, (b) the pertinent
provisions of any state securities laws, as may be applicable, have been
complied with, and (c) the Shares are issued and paid for in accordance with the
terms of the Plan and any stock option agreement pursuant to which such Shares
are issued, the Shares so issued will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not admit that I am within
the category of persons whose consent is required under Section 7 of 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.
<PAGE> 1
EXHIBIT 23.1
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
June 30, 1999
<PAGE> 1
EXHIBIT 23.2
June 30, 1999
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with the Registration Statement on Form S-8 (the
Registration Statement), to be filed with the Securities and Exchange Commission
on or about June 30, 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.
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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 17th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 12th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 12th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 13th
day of May, 1999.
/s/ JOHN MENDELSOHN
------------------------------------
John Mendelsohn
<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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 17th
day of May, 1999.
/s/ JEROME J. MEYER
--------------------------------
Jerome J. Meyer
<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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 1999.
/s/ JEFFREY K. SKILLING
------------------------------------
Jeffrey K. Skilling
<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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 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, to be offered pursuant to the Enron
Corp. 1994 Stock Plan, the undersigned officer or director of the Company hereby
constitutes and appoints Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow,
Peggy B. Menchaca and Rebecca C. Carter, 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-8
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 11th
day of May, 1999.
/s/ HERBERT S. WINOKUR, JR.
------------------------------------
Herbert S. Winokur, Jr.
