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As filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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.)
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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)
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Rex R. Rogers
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)
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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. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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 616,778 $72.32 $44,605,385 $11,776(3)
shares
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</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 June 8, 2000).
(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
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* 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 JUNE 15, 2000
[ENRON LOGO]
616,778 SHARES
COMMON STOCK
ENRON CORP.
1400 SMITH STREET
HOUSTON, TEXAS 77002
(713) 853-6161
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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 the selling shareholders. Our common stock is listed
on the New York, Chicago and Pacific Stock Exchanges where it trades under
the symbol ENE. On June 14, 2000, the last reported sales price of the
common stock on the New York Stock Exchange was $72.00 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.
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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.
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The date of this Prospectus is _________, 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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........................................................................ 9
Plan of Distribution............................................................................................ 17
Validity of Common Stock........................................................................................ 17
Experts......................................................................................................... 17
</TABLE>
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, 1999;
o Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
o Current Report on Form 8-K filed May 19, 2000; 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.
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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 (including energy outsourcing markets) in
the United States and in foreign jurisdictions,
o the ability to penetrate the broadband services market,
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 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 the effectiveness of our risk management activities, 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.
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BUSINESS OF ENRON
Headquartered in Houston, Texas, Enron Corp. provides products and
services related to natural gas, electricity and communications to wholesale and
retail customers. Our operations are conducted through our subsidiaries and
affiliates, which are principally engaged in:
o the marketing of natural gas, electricity and other
commodities and related risk management and finance services
worldwide;
o the development, construction and operation of power plants,
pipelines and other energy related assets worldwide;
o the delivery and management of energy commodities and
capabilities to end-use retail customers in the industrial and
commercial business sectors;
o the delivery of high bandwidth communication applications;
o the transportation of natural gas through pipelines to markets
throughout the United States; and
o the generation and transmission of electricity to markets in
the northwestern United States.
WHOLESALE ENERGY OPERATIONS AND SERVICES
Our wholesale energy operations and services businesses operate
worldwide in developed and deregulated markets such as North America and Europe,
as well as developing or newly deregulating markets, including South America,
India and Japan. We build our wholesale businesses through the creation of
networks involving asset ownership, contractual access to third-party assets and
market-making activities. Wholesale energy operations and services can be
categorized into two business lines: (a) Commodity Sales and Services and (b)
Assets and Investments.
Commodity Sales and Services. We provide reliable commodity delivery
and predictable pricing to our customers through forward contracts. This
market-making activity includes the purchase, sale, marketing and delivery of
natural gas, electricity, liquids and other commodities, as well as the
management of our own portfolio of contracts. Our market-making activity is
facilitated through a network of capabilities including asset ownership.
Accordingly, certain assets involved in the delivery of these services are
included in this business (such as intrastate natural gas pipelines, power
plants and gas storage facilities).
Assets and Investments. We make investments in various energy-related
assets as a part of our network strategy either by purchasing the asset from a
third party or developing and constructing the asset. Additionally, we invest in
debt and equity securities of energy and certain communications-related
businesses.
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RETAIL ENERGY SERVICES
Enron Energy Services provides energy expertise and capabilities to
end-use retail customers in the industrial and commercial business sectors to
manage their energy requirements and reduce their total energy costs. Enron
Energy Services sells or manages the delivery of natural gas, electricity,
liquids and other commodities to industrial and commercial customers located
throughout the United States and the United Kingdom. Enron Energy Services also
provides outsourcing solutions to customers for full energy management. This
integrated product includes the management of commodity delivery, energy
information and energy assets, and price risk management activities.
BROADBAND SERVICES
Enron's broadband services business provides customers with a single
source for broadband services. In implementing our network strategy, we are
constructing the Enron Intelligent Network(TM) ("EIN"), a nationwide fiber optic
network that consists of both fiber deployed by Enron and acquired capacity on
networks not owned by Enron. The EIN, managed by our Broadband Operating System
software, provides a bandwidth-on-demand platform allowing the delivery of
high-bandwidth media rich content such as video streaming, high capacity data
transport and video conferencing. In addition, we are extending our
market-making and risk management intermediation business to help customers
manage unexpected fluctuation in the price, supply and demand of bandwidth. We
also make investments in companies with related technologies and with potential
for capital appreciation.
TRANSPORTATION AND DISTRIBUTION
Our transportation and distribution business is comprised of our North
American interstate natural gas transportation systems and our electricity
transmission and distribution operations in Oregon.
Interstate Transmission of Natural Gas. Included in our domestic
interstate natural gas pipeline operations are Northern Natural Gas Company,
Transwestern Pipeline Company and Florida Gas Transmission Company (indirectly
50% owned by our company). 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 serves the upper Midwest, Transwestern serves principally the
California market and pipeline interconnects on the east end of the Transwestern
system, and Florida Gas serves the State of Florida. In addition, we hold an
interest in Northern Border Partners, L.P., which owns a 70% interest in the
Northern Border Pipeline system. One of our subsidiaries 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. We conduct our
electric utility operations through our wholly-owned subsidiary, Portland
General Electric Company. Portland General is engaged in the generation,
purchase, transmission, distribution and sale of electricity in the State of
Oregon. Portland General also sells energy to wholesale customers throughout the
western United States. Portland General's Oregon service area is approximately
3,170 square miles. At March 31, 2000, Portland General served approximately
724,000 customers. On November 8, 1999, we announced that we have entered into
an agreement to sell Portland General to Sierra Pacific Resources for $2.1
billion, comprised of $2.02 billion in cash and the assumption of our
approximately $80 million Portland General merger payment obligation. Sierra
Pacific Resources will also assume $1 billion in Portland General debt and
preferred stock. The proposed transaction, which is subject to customary
regulatory approvals, is expected to close in late 2000.
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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.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Shareholder Beneficially Owned Offered
------------------- ------------------ ------------------
<S> <C> <C>
Sextant Broadband III, LLC 181,869 181,869
New Enterprise Associates VII, LP 165,152 165,152
Teleport Communications Group, Inc. 70,267 70,267
3Com Ventures, Inc. 48,339 48,339
Ronald A. Unkefer 39,071 39,071
Michael Golden and Carol Golden 23,181 23,181
Broadband Investors, LLC 16,707 16,707
Silicon Valley Equity Fund, LP 14,650 14,650
Sextant Broadband Investors II, LLC 12,629 12,629
Credit Suisse First Boston Corporation 10,103 10,103
Comdisco, Inc. 3,710 3,710
Sextant Group, Inc. 3,074 3,074
Milton E. and Hope K. Righetti 2,580 2,580
Peter B. Akers 1,917 1,917
Scott Smith 1,475 1,475
Brown Family Trust UTD 4/27/93 1,443 1,443
David A. Brown, Trustee
GEA Fund, L.P. 1,428 1,428
DuWayne J. Peterson, Jr 1,391 1,391
Archibald Cox, Jr 1,222 1,222
C-F David Boit 1,216 1,216
Kenneth A. Schulman 1,216 1,216
Marc Hannah 1,204 1,204
Gregg F. Vignos 1,159 1,159
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Shareholder Beneficially Owned Offered
------------------- ------------------ ------------------
<S> <C> <C>
James J. and Diana E. Jennings Family Trust
UTD 5/28/98 1,152 1,152
James J. Jennings and Diana E. Jennings, Trustees
Gary A. Wetsel 867 867
Altamont Land Associates 836 836
Mil Ovan 830 830
Allen Ferris and Christine Ferris 738 738
Nicholas L. Bates 627 627
JQR Development Group, LP 612 612
Richard J. Scherer 444 444
Righetti Law Firm Profit Sharing Plan 443 443
William Hollifield 418 418
NEA Presidents Fund, LP 418 418
Richard E. Cobb 387 387
Milton E. Righetti 369 369
Arno Penzias 369 369
Richard C. David Trust UDT 4-14-94 253 253
William A. Rundquist 202 202
Breaux Castleman 126 126
Allison Leopold Tilley 101 101
Todd Chu and Wendy Huang 89 89
Richard Endean 71 71
NEA Ventures 1997, LP 42 42
Patrick Corman 34 34
Jeffrey Stearns 33 33
Tirado Strayer Trust d/t/d 6-30-94 30 30
John C. Commons 28 28
Janet M. Collins 23 23
John R. Bratanov 22 22
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Shareholder Beneficially Owned Offered
------------------- ------------------ ------------------
<S> <C> <C>
Nancy V. Commons 19 19
Keith E. Winter and Shera J. Mikelson
Revocable Trust UTD 4-8-94 19 19
Keith E. Winter and Shera J. Mikelson, Trustees
Harvey Wasserman 17 17
Steve Paroli 16 16
Robert L. York and Sandy M. Cuskaden 14 14
Lauree Otero 14 14
Ricardo Auerke 12 12
Toni G. Buchner 9 9
Karla J. Anderson 7 7
Unnamed selling shareholders or any
future transferees, pledges, donees or
successors of or from any such unnamed
shareholder.(1) 2,084 2,084
TOTAL Comprises the total number of
shares of Enron common stock acquired
by shareholders of WarpSpeed in connection
with Enron's acquisition of WarpSpeed 616,778 616,778
</TABLE>
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(1) No such shareholder may offer common stock pursuant to the registration
statement of which this prospectus forms a part until such shareholder is
included as a selling shareholder in a supplement to this prospectus. Additional
selling shareholders who may be named in a supplement to this prospectus shall
be limited to former shareholders of WarpSpeed (or owners of certain entities
described below, which were shareholders of WarpSpeed) who acquired Enron common
stock in connection with Enron's acquisition of WarpSpeed.
The shares of common stock being offered are owned by the selling
shareholders, who acquired them from Enron pursuant to Enron's acquisition of
capital stock and warrants in WarpSpeed Communications ("WarpSpeed"), in a
transaction exempt from the registration requirements of the Securities Act.
Only selling shareholders identified above who beneficially own the common stock
set forth opposite each such selling shareholder's name in the foregoing table
on the effective date of the registration statement of which this prospectus
forms a part may sell such common stock pursuant to the registration statement.
Enron may from time to time include in supplements to this prospectus additional
selling shareholders and, with respect to the selling shareholders named above
that are limited partnerships or limited liability companies, the limited
partners or members thereof upon dissolution of such partnership or limited
liability company or distribution of the Enron shares to such limited partners
or members as a dividend or other payment.
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DESCRIPTION OF ENRON CORP. CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At May 1, 2000, the authorized capital stock of Enron was 1,216,500,000
shares, consisting of:
(a) 16,500,000 shares of Preferred Stock, no par value, of which:
o 1,276,809 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 Mandatorily Convertible Junior
Preferred Stock, Series B, were issued and
outstanding;
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) 1,200,000,000 shares of common stock, no par value, of which
732,044,320 shares were outstanding.
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 1,200,000,000 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 Mandatorily Convertible Junior Preferred Stock, Series B ("Enron Mandatorily
Convertible Junior 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")
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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 Mandatorily Convertible Junior 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.
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 27.304 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 Mandatorily Convertible
Junior 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
Mandatorily Convertible Junior 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 27.304 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,
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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
(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 Mandatorily
Convertible Junior 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 Mandatorily Convertible Junior Preferred Stock and
the Enron Mandatorily Convertible Preferred Stock and rank equally with the
liquidation rights of the Enron Convertible Preferred Stock.
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<PAGE> 13
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 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.
12
<PAGE> 14
ENRON MANDATORILY CONVERTIBLE JUNIOR PREFERRED STOCK
We have summarized of the terms of the Enron Mandatorily Convertible
Junior Preferred Stock below. The summary is not complete. The form of the
statement of resolutions establishing the Enron Mandatorily Convertible Junior
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 Mandatorily
Convertible Junior Preferred Stock is 6.5%. The amount payable on shares of the
Enron Mandatorily Convertible Junior 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 Mandatorily Convertible Junior 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 Mandatorily Convertible Junior Preferred Stock is not
redeemable at the option of Enron. Each share of Enron Mandatorily Convertible
Junior Preferred Stock is convertible initially into 200 shares of Enron common
stock (which conversion rate is subject to certain adjustments).
The holders of Enron Mandatorily Convertible Junior 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 Mandatorily Convertible Junior 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 Mandatorily Convertible Junior Preferred Stock,
o the sale, lease or conveyance by Enron of all or substantially
all of its assets,
o the authorization, creation, issuance or increase in the
authorized amount of securities ranking on a parity with the
Enron Mandatorily Convertible Junior Preferred Stock, or
o the merger or consolidation of Enron with or into any other
corporation, unless each holder of Enron Mandatorily
Convertible Junior 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, the holders of the Enron Mandatorily Convertible Junior
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 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 statement, 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 $18.92, subject to certain adjustments. The date
13
<PAGE> 15
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 Mandatorily Convertible Junior
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 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.
14
<PAGE> 16
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. 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 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
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<PAGE> 17
of the proxy statement for the previous year's annual meeting of the
shareholders of Enron, 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.
16
<PAGE> 18
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., Executive Vice President and
General Counsel of Enron. Mr. Derrick owns less than 1% of the outstanding
shares of Common Stock of Enron.
EXPERTS
The consolidated financial statements and schedule included in Enron's
Annual Report on Form 10-K for the year ended December 31, 1999, 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.
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<PAGE> 19
616,778 SHARES
[ENRON LOGO]
COMMON STOCK
-----------------------
PROSPECTUS
-----------------------
<PAGE> 20
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.
<TABLE>
<S> <C>
Filing Fee for Registration Statement ................ $11,776
Legal Fees and Expenses .............................. 5,000
Accounting Fees and Expenses ......................... 4,000
Printing Expenses .................................... 4,000
Transfer Agent's Fees and Expenses ................... 5,000
Blue Sky Fees and Expenses ........................... 4,000
Miscellaneous ........................................ 1,224
-------
Total ................................................ $35,000
=======
</TABLE>
----------
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).
<PAGE> 21
*3.05 - Articles of Amendment of Enron: 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 - Articles of Amendment of Enron: 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 - Articles of Amendment of Enron: 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 - Articles of Amendment of Enron: 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 - Articles of Amendment of Enron: 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).
*3.10 - Articles of Amendment of Enron amending Article IV of
the Articles of Incorporation (Exhibit 3.10 to
Enron's Registration Statement on Form S-3 - File No.
333-70465).
*3.11 - Articles of Amendment of Enron: Statement of
Resolutions Establishing A Series of Preferred Stock
of Enron Corp. - Mandatorily Convertible Junior
Preferred Stock, Series B (Exhibit 3.11 to Enron's
Registration Statement on Form S-3 - File No.
333-70465).
5 Opinion of James V. Derrick, Jr., Esq., Executive
Vice President and General Counsel of Enron, as to
the validity of the Common Stock.
23.01 - Consent of Arthur Andersen LLP.
23.02 - 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.
II-2
<PAGE> 22
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;
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> 23
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 14th day of
June, 2000.
ENRON CORP.
(Registrant)
By: /s/ RICHARD A. CAUSEY
--------------------------------------
(Richard A. Causey)
Executive Vice President and
Chief Accounting 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 14th day of June, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C> <C> <C> <C> <C> <C>
/s/ KENNETH L. LAY Chairman of the Board, Chief Executive
--------------------------- Officer and Director (Principal Executive
(Kenneth L. Lay) Officer)
/s/ RICHARD A. CAUSEY Executive Vice President and Chief
--------------------------- Accounting Officer
(Richard A. Causey) (Principal Accounting Officer)
/s/ ANDREW S. FASTOW Executive 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)
</TABLE>
II-4
<PAGE> 24
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
WENDY L. GRAMM* Director
-----------------------------
(Wendy L. Gramm)
KEN L. HARRISON* Director
-----------------------------
(Ken L. Harrison)
ROBERT K. JAEDICKE* Director
-----------------------------
(Robert K. Jaedicke)
CHARLES A. LeMAISTRE* Director
-----------------------------
(Charles A. LeMaistre)
REBECCA MARK-JUSBASCHE* Director
-----------------------------
(Rebecca Mark-Jusbasche)
JOHN MENDELSOHN* Director
-----------------------------
(John Mendelsohn)
PAULO V. FARRAZ PEREIRA* Director
-----------------------------
(Paulo V. Farraz Pereira)
FRANK SAVAGE* Director
-----------------------------
(Frank Savage)
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)
HERBERT S. WINOKUR, JR.* Director
-----------------------------
(Herbert S. Winokur, Jr.)
*By: /s/ REBECCA C. CARTER
-------------------------
(Rebecca C. Carter)
(Attorney-in-fact for persons indicated)
</TABLE>
II-5
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
*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 - Articles of Amendment of Enron: 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 - Articles of Amendment of Enron: 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 - Articles of Amendment of Enron: 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 - Articles of Amendment of Enron: 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).
*3.10 - Articles of Amendment of Enron amending Article IV of
the Articles of Incorporation (Exhibit 3.10 to
Enron's Registration Statement on Form S-3 - File No.
333-70465).
*3.11 - Articles of Amendment of Enron: Statement of
Resolutions Establishing A Series of Preferred Stock
of Enron Corp. - Mandatorily Convertible Junior
Preferred Stock, Series B (Exhibit 3.11 to Enron's
Registration Statement on Form S-3 - File No.
333-70465).
5 - Opinion of James V. Derrick, Jr., Esq., Executive
Vice President and General Counsel of Enron, as to
the validity of the Common Stock.
23.01 - Consent of Arthur Andersen LLP.
23.02 - 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.
