<PAGE> 1
As filed with the Securities and Exchange Commission on April 21, 2000
Registration No. 333-34030
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
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)
-----------------
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered(1) per share(2) offering price(2) fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 4,900,000 shares $73.88 $362,012,000 $95,572(3)
==========================================================================================================
</TABLE>
(1) Plus such indeterminable number of additional shares of Common Stock as
may be issued from time to time as a result of adjustments for certain
stock dividends and stock splits.
(2) Estimated solely for the purposes of calculating the registration fee
(based on the average of the high and low prices of the Common Stock as
reported in the New York Stock Exchange composite transaction reporting
system on March 31, 2000).
(3) Previously paid.
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
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 . . . . . . . $95,572
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 . . . . . . . . . . . . . . . . . . . 7,428
--------
Total . . . . . . . . . . . . . . . . . . . . . . . $125,000
========
</TABLE>
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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> 3
*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.
**Previously filed.
II-2
<PAGE> 4
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> 5
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 21st day of
April, 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 21st day of April, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <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
- -----------------------------
(Richard A. Causey) Accounting Officer
(Principal Accounting Officer)
/s/ ANDREW S. FASTOW Executive Vice President and
- -----------------------------
(Andrew S. Fastow) Chief Financial Officer
(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> 6
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
JOE H. FOY* Director
- -----------------------------
(Joe H. Foy)
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)
JEROME J. MEYER* Director
- -----------------------------
(Jerome J. Meyer)
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)
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
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-6
<PAGE> 8
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 - 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.
</TABLE>
*Incorporated by reference as indicated.
**Previously filed.
<PAGE> 1
EXHIBIT 5
April 21, 2000
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
As Executive Vice President and General Counsel of Enron Corp., an
Oregon corporation (the "Company"), I am familiar with its Registration
Statement on Form S-3 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the sale from time to time by the selling shareholder named therein
of up to an aggregate of 4,900,000 outstanding shares of the Company's Common
Stock, no par value (the "Common Stock").
In connection therewith, I or attorneys on my legal staff acting under
my direction have examined, among other things, the Amended and Restated
Articles of Incorporation and the By-laws of the Company, the corporate
proceedings taken to date with respect to the authorization, issuance and sale
of the Common Stock, and such other documents as I or such attorneys have deemed
necessary for the purpose of expressing the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Oregon; and
2. The shares of Common Stock covered by the Registration Statement
have been duly authorized by all necessary corporate action, and such shares are
validly issued, fully paid, and non-assessable.
The opinion set forth above is limited in all respects to the Oregon
Business Corporation Act (including the applicable provisions of the Oregon
Constitution and the reported judicial decisions interpreting these laws), and
federal law of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under "Validity of Common
Stock" in the Prospectus included in the Registration Statement. By giving such
consent I do not admit that I am an expert with respect to any part of the
Registration Statement, including this exhibit, within the meaning of the term
"expert" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ JAMES V. DERRICK, JR.
