SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission File Number 1-12473
ENRON CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction 76-0518948
of incorporation or organization (IRS Employer Identification No.)
1400 Smith Street, Houston Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 853-6161
(Registrant's telephone number, including area code)
Securities registered pursuantName of Exchange on which registered:
to Section 12(b) of the Act:
8.30% Trust Preferred Securities New York Stock Exchange
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
As of March 15, 1998, the registrant had an aggregate of
8,000,000 8.30% Trust Preferred Securities and 247,440 8.30%
Trust Common Securities outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. BUSINESS.
Enron Capital Trust I (the "Trust") is a statutory
business trust created under the Delaware Business Trust
Act, as amended (the "Trust Act"), pursuant to an amended
and restated declaration of trust (the "Declaration") and
the filing of a certificate of trust with the Secretary of
State of the State of Delaware. The Trust's sole assets are
8,247,440 8.30% Partnership Preferred Securities ($25
liquidation amount per security) representing an 85% limited
partnership interest in Enron Preferred Funding, L.P., a
Delaware limited partnership (the "Partnership"). Ownership
of the assets of the Trust is evidenced by an aggregate of
8,000,000 8.30% Trust Preferred Securities (the "Trust
Preferred Securities"), which are listed and traded on the
New York Stock Exchange under the symbol "ENE PrT", and
247,440 Trust Common Securities (the "Trust Common
Securities," and, together with the Trust Preferred
Securities, the "Trust Securities"), all of which are owned
by Enron Corp., an Oregon corporation ("Enron"). The Trust
makes distributions on the Trust Securities to the extent it
receives distributions from the Partnership on the
Partnership Preferred Securities. Payments on the
Partnership Preferred Securities represent the sole source
of revenue for the Trust. Distributions on the Trust
Securities are guaranteed by Enron, but only to the extent
that the Trust has available funds to pay such
distributions. The Trust was created for the sole purpose
of issuing the Trust Securities, investing the proceeds of
such issuance in the Partnership Preferred Securities and
engaging in only those other activities necessary or
incidental thereto. The Trust Securities are subject to
redemption at any time on or after March 31, 2002 and
earlier in the event of certain tax law changes or other
events.
The general partner of the Partnership is Enron, which
owns a 15% general partnership interest in the Partnership.
Since completion of the offering of the Trust Preferred
Securities on November 21, 1996, the assets of the
Partnership have been invested primarily in a $181,926,000
principal amount 7.75% Subordinated Debenture due 2016 of
Enron (the "Enron Debenture") and $29,108,000 principal
amount 7.75% Debentures due 2016 of each of Enron Capital &
Trade Resources Corp. and Enron Pipeline Company (the
"Subsidiary Debentures" and, together with the Enron
Debenture, the "Debentures"), each of which is a wholly
owned subsidiary of Enron. The obligations under the
Subsidiary Debentures are guaranteed by Enron. The
respective issuers of the Debentures have certain rights to
elect to defer any payments of principal and interest on the
Debentures for up to five years at a time. In addition to
the Debentures, the Partnership owns an aggregate of
approximately $2,445,000 in short-term, investment grade
debt securities (the "Eligible Debt Securities"). Under
certain circumstances, upon repayment of one or more of the
Debentures, the assets of the Partnership may be reinvested
in one or more debt securities of Enron or its subsidiaries.
Payments of interest and principal on the Enron Debenture
and the Subsidiary Debentures (or the guarantees thereof)
and the Eligible Debt Securities are the sole source of
revenue for the Partnership. The Partnership pays
distributions to the Trust as holder of the Partnership
Preferred Securities when, as and if Enron, as the general
partner, determines to do so, although Enron has no
obligation to do so.
For more information concerning the Trust, the
Partnership and the rights of the holders of the Trust
Securities, see the Amended and Restated Declaration of
Trust relating to the Trust, the Amended and Restated
Agreement of Limited Partnership relating to the
Partnership, the Indentures relating to each of the
Debentures and the Guarantee Agreements of Enron with
respect to the Trust Preferred Securities, the Partnership
Preferred Securities and the Subsidiary Debentures, each of
which is included as an exhibit to this Form 10-K.
Enron, an Oregon corporation, is an integrated natural
gas and electricity company headquartered in Houston, Texas.
The common stock of Enron is traded on the New York Stock
Exchange under the symbol "ENE." Essentially all of Enron's
operations are conducted through its subsidiaries and
affiliates, which are principally engaged in the exploration
for and production of natural gas and crude oil in the
United States and internationally; the transportation of
natural gas through pipelines to markets throughout the
United States; the generation and transmission of
electricity to markets in the northwestern United States;
the marketing of natural gas, electricity and other
commodities and related risk management and finance services
worldwide; and the development, construction and operation
of power plants, pipelines and other energy related assets
in international markets.
The location of the principal executive offices of the
Trust and the Partnership is c/o Enron Corp., 1400 Smith
Street, Houston, Texas 77002, and its phone number at such
address is (713) 853-6161.
NOTE: Because the Trust and the Partnership are special
purpose financing entities with no separate business
operations, the only assets of the Trust are the Partnership
Preferred Securities, and substantially all of the assets of
the Partnership consist of a debt security of Enron and debt
securities of subsidiaries of Enron that are guaranteed by
Enron, the Trust does not believe that financial statements
for the Trust or the Partnership are meaningful.
Accordingly, financial statements and related financial
information have not been included in this Form 10-K. For
further information concerning Enron and its subsidiaries,
including financial statements and other financial
information, see the Annual Report on Form 10-K of Enron for
the year ended December 31, 1997 as filed with the
Securities and Exchange Commission, a copy of which may be
obtained from the Corporate Secretary of Enron at the
address listed on the cover of this Form 10-K.
ITEM 2. PROPERTIES.
Not applicable.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
Since approximately November 21, 1996, the Trust
Preferred Securities have been listed on the New York Stock
Exchange ("NYSE") under the symbol "ENE PrT". From such
date through December 31, 1997, the high and low sales
prices of the Trust Preferred Securities on the NYSE were
$26.50 and $24.63, respectively. As of March 15, 1998, the
approximate number of holders of record of the Trust
Preferred Securities was 102. All of the Trust Common
Securities are held by Enron.
On December 31, 1996, the Trust made the first scheduled
regular quarterly distribution on the Trust Securities of
$.23056 per Trust Preferred Security, such initial
distribution accruing from November 21, 1996, the date of
original issuance of the Trust Preferred Securities. During
1997, the Trust paid quarterly distributions on the Trust
Preferred Securities of $.51875 per quarter, and the Trust
expects to continue to pay distributions on the Trust
Preferred Securities of $.51875 per quarter to the extent
the Trust has funds available for the payment of such
distributions.
The Trust issued an aggregate of 247,440 Trust Common
Securities to Enron on November 21, 1996 in a transaction
exempt from the Securities Act of 1933 pursuant to Section
4(2) thereof.
ITEM 6. SELECTED FINANCIAL AND OPERATING DATA.
See Note to Item 1.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
See Note to Item 1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Note to Item 1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.
The Trust is administered by four trustees (the
"Trustees"). Two of the Trustees, Keith A. Crane and
Phillip M. Sisneros (the "Regular Trustees"), are employees
of Enron or its subsidiaries. The third trustee is The
Chase Manhattan Bank, which is unaffiliated with Enron and
acts as indenture trustee for purposes of compliance with
the provisions of the Trust Indenture Act (the "Property
Trustee"). The fourth trustee, Chase Manhattan Bank
Delaware, is also unaffiliated with Enron and serves as
Delaware Trustee to fulfill a requirement of the Trust Act.
ITEM 11. EXECUTIVE COMPENSATION.
The Regular Trustees are not compensated by the Trust
or Enron for their services as trustees. The Property
Trustee and Delaware Trustee are not compensated by the
Trust but are paid customary compensation for their services
by Enron.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as described above under Item 1, the Trust is
not party to any transactions with affiliates.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
(a)(1) Financial Statements
None. See Note to Item 1.
(a)(2) Financial Statement Schedules
None. See Note to Item 1.
(a)(3) List of Exhibits
4.1 Certificate of Trust (incorporated by reference to
Exhibit 4(a) of the Registration Statement on Form
S-1 of the Trust (No. 333-184967)).
4.2 Amended and Restated Declaration of Trust dated as
of November 18, 1996 (incorporated by reference to
Exhibit 4.2 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.3 Amended and Restated Agreement of Limited
Partnership of Enron Preferred Funding L.P. dated
as of November 21, 1996 (incorporated by reference
to Exhibit 4.3 to Enron Capital Trust I Form 10-K
for the year ended 1996).
4.4 Trust Preferred Guarantee Agreement dated as of
November 21, 1996 (incorporated by reference to
Exhibit 4.4 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.5 Partnership Preferred Guarantee Agreement dated as
of November 21, 1996 (incorporated by reference to
Exhibit 4.5 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.6 Indenture dated as of November 21, 1996 relating
to the Enron's 7.75% Subordinated Debentures due
2016 (incorporated by reference to Exhibit 4.6 to
Enron Capital Trust I Form 10-K for the year ended
1996).
4.7 Indenture dated as of November 21, 1996 relating
to Enron Pipeline Company's 7.75% Debentures due
2016 (incorporated by reference to Exhibit 4.7 to
Enron Capital Trust I Form 10-K for the year ended
1996).
4.8 Indenture dated as of November 21, 1996 relating
to the Enron Capital & Trade Resources Corp. 7.75%
Debentures due 2016 (incorporated by reference to
Exhibit 4.8 to Enron Capital Trust I Form 10-K for
the year ended 1996).
4.9 Guarantee Agreement of Enron dated as of November
21, 1996 relating to Enron Pipeline Company's
7.75% Debentures due 2016 (incorporated by
reference to Exhibit 4.9 to Enron Capital Trust I
Form 10-K for the year ended 1996).
4.10 Guarantee Agreement of Enron dated as of
November 21, 1996 relating to Enron Capital &
Trade Resources Corp. 7.75% Debentures due 2016
(incorporated by reference to Exhibit 4.10 to
Enron Capital Trust I Form 10-K for the year ended
1996).
4.11 Form of certificate representing Trust Preferred
Securities (included in Exhibit 4.2)
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
ENRON CAPITAL TRUST I
(Registrant)
Date: March 30, 1998 By: /s/ PHILLIP M. SISNEROS
Name: Phillip M. Sisneros
Title: Regular Trustee
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by
the following persons on behalf of the Registrant and in the
capacities indicated as of March 30, 1998.
Name Title
/s/ KEITH A. CRANE Regular Trustee
Keith A. Crane
/s/ PHILLIP M. SISNEROS Regular Trustee
Phillip M. Sisneros
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