<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
COMSTOCK RESOURCES, INC.
(Name of Issuer)
Common Stock, par value $.50 per share
(Title of Class of Securities)
205768203
---------
(CUSIP Number)
Mr. Charles H. Prioleau
Enron Reserve Acquisition Corp.,
1400 Smith Street, Houston, TX 77002, (713) 853-6161
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 28, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 205768203 PAGE 2 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Enron Reserve Acquisition Corp. I.R.S. No.: 76-0323755
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
N/A
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES 0
-----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,000,000 shares of Comstock's 1994 Series B
Convertible Preferred Stock, par value $10.00 per
share, which shares are convertible within 60 days
into 2,000,000 shares of Comstock's Common Stock.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
0
-----------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
WITH 10
Same as 8 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Same as 8 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES [_]
N/A
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.76% of Comstock's outstanding Common Stock, par value $.50 per share.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
Page 2 of 4 Pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 205768203 PAGE 3 OF 4 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp. I.R.S. No.: 45-0255140
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
N/A
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES 0
-----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,000,000 shares of Comstock's 1994 Series B
Convertible Preferred Stock, par value $10.00 per
share, which shares are convertible within 60 days
into 2,000,000 shares of Comstock's Common Stock.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
0
-----------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
WITH 10
Same as 8 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Same as 8 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES [_]
N/A
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.76% of Comstock's outstanding Common Stock, par value $.50 per share.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
Page 3 of 4 Pages
<PAGE>
AMENDMENT TO STATEMENT ON SCHEDULE 13D
This Amendment No. 1 to Statement on Schedule 13D (this "Amendment")
amends the Statement on Schedule 13D dated July 29, 1994 (the "Statement") of
Enron Reserve Acquisition Corp., a Delaware corporation ("ERAC") , and Enron
Corp., a Delaware corporation ("ENRON"), with respect to shares of the common
stock, par value $.50 per share ("Common Stock"), of Comstock Resources, Inc., a
Delaware corporation ("Comstock"). Capitalized terms used but not defined
herein are defined in the Statement and are used herein with the same meanings
ascribed thereto in the Statement. References in the Statement to Enron Gas
Services Corp., or EGAS, shall now constitute references to Enron Capital &
Trade Resources Corp. ("ECT") (as successor to EGAS), and ECT, respectively.
Item 4. Purpose of Transaction:
- ------- -----------------------
The shares of Common Stock beneficially owned by ERAC are being registered
for resale by ERAC pursuant to a registration statement filed by Comstock with
the Securities and Exchange Commission. Subject to stock market conditions, the
price of the Common Stock and other considerations, ERAC presently intends to
sell such shares of Common Stock. The number of shares of Common Stock to be
sold by ERAC, and the time period during which such shares will be sold, will
depend on various factors, including those enumerated above and other
considerations that ERAC may deem relevant. ERAC intends to review its
investment in Comstock on a continuing basis and, depending upon the price of,
and other market conditions relating to, the Common Stock, subsequent
developments affecting Comstock, Comstock's business and prospects, other
investment and business opportunities available to ERAC, general stock market
and economic conditions, tax considerations and other factors deemed relevant,
may decide (i) not to sell its shares of Common Stock or (ii) to increase its
investment in Comstock.
Item 5. Interest in Securities of the Issuer:
- ------- -------------------------------------
Item 5 of the Statement is hereby deleted and restated in its entirety
as follows:
According to Comstock, there were 13,671,956 shares of Common Stock
outstanding as of June 27, 1996, and all percentage calculations in this
Amendment are based on such amount. ERAC beneficially owns and has the power to
vote and dispose of 1,000,000 shares of Series B Preferred Stock, which shares
are convertible within 60 days into 2,000,000 shares of Common Stock (12.76% of
Comstock's outstanding Common Stock). Because ERAC is an indirect, wholly owned
subsidiary of ENRON, ENRON may also be deemed to beneficially own such shares.
ENRON disclaims beneficial ownership of all of such shares.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
<TABLE>
<CAPTION>
<S> <C>
Date: June 28, 1996 ENRON RESERVE ACQUISITION CORP.
By: /s/ Charles H. Prioleau
Charles H. Prioleau
Vice President
Date: June 28, 1996 ENRON CORP.
By: /s/ Peggy B. Menchaca
Peggy B. Menchaca
Vice President
</TABLE>
Page 4 of 4 Pages
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
COMSTOCK RESOURCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.50 PER SHARE
(Title of Class of Securities)
205768203
---------
(CUSIP Number)
Mr. C. John Thompson
Enron Reserve Acquisition Corp.,
1400 Smith Street, Houston, TX 77002, (713) 853-6161
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 22, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 205768203 PAGE 2 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Enron Reserve Acquisition Corp. I.R.S. No.: 76-0323755
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
N/A
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES 0
-----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,000,000 shares of Comstock's 1994 Series B
Convertible Preferred Stock, par value $10.00 per
share, which shares are convertible within 60 days
into 2,000,000 shares of Comstock's Common Stock.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
0
PERSON -----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
10
Same as 8 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Same as 8 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES [_]
N/A
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.2% of Comstock's outstanding Common Stock, par value $.50 per share.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
Page 2 of 7 Pages
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 205768203 PAGE 3 OF 7 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp. I.R.S. No.: 47-0255140
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
N/A
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES 0
-----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,000,000 shares of Comstock's 1994 Series B
Convertible Preferred Stock, par value $10.00 per
share, which shares are convertible within 60 days
into 2,000,000 shares of Comstock's Common Stock.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
0
PERSON -----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
10
Same as 8 above.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Same as 8 above.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES [_]
N/A
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.2% of Comstock's outstanding Common Stock, par value $.50 per share.
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
- ------------------------------------------------------------------------------
Page 3 of 7 Pages
<PAGE>
Item 1. Security and Issuer:
- ------- --------------------
This statement relates to the Common Stock, par value $.50 per share
(the "Common Stock"), of Comstock Resources, Inc., a Nevada corporation
("Comstock"), whose principal executive offices are located at 5005 LBJ Freeway,
Suite 1000, Dallas, TX 75244.
Item 2. Identity and Background:
- ------- ------------------------
This statement is being filed by (i) Enron Reserve Acquisition Corp.,
a Delaware corporation ("ERAC"), which is engaged primarily in acquisition,
ownership and disposition of interests in oil and gas properties and contracts
relating thereto and other energy-related assets and (ii) Enron Corp., a
Delaware corporation ("ENRON"), which is in an integrated natural gas company
that engages, primarily through subsidiaries, in the gathering, transportation
and wholesale marketing of natural gas, the exploration for and production of
natural gas and crude oil, the production, purchase, transportation and
worldwide marketing and trading of natural gas liquids, crude oil and refined
petroleum products, the production and sale of congenerated electricity and
steam and the purchasing and marketing of long-term energy-related commitments.
ERAC and ENRON are referred to herein as the "Reporting Entities." Additional
entities which may be deemed to be control persons of ERAC are (a) Enron Finance
Corp., a Delaware corporation ("EFC"), whose principal business is the
arrangement of production payment and other financing transactions and Enron Gas
Services Corp., a Delaware corporation ("EGS"), whose principal business is the
purchase of natural gas, gas liquids and power through a variety of contractual
arrangements and marketing these energy products to local distribution
companies, electric utilities, cogenerators and both commercial and industrial
end-users. EGS also provides risk management services. ERAC is a wholly owned
subsidiary of EFC and an indirect, wholly owned subsidiary of EGS and ENRON.
The address of the principal business office of ERAC, ENRON, EFC and EGS is 1400
Smith Street, Houston, Texas 77002. Schedule I attached hereto sets forth
certain additional information with respect to each director and each executive
officer of ERAC and ENRON. The filing of this statement on Schedule 13D shall
not be construed as an admission that ENRON, EFC, EGS or any person listed on
Schedule I hereto is, for the purpose of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this statement.
None of the Reporting Entities, nor, to their knowledge, EFC, EGS or
any person listed on Schedule I hereto, has been, during the last five years (a)
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, U.S. federal
or state securities laws or finding any violations with respect to such laws.
Page 4 of 7 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Considerations:
- ------- ---------------------------------------------------
On July 22, 1994, ERAC terminated two production payments previously
conveyed to ERAC by Comstock Oil & Gas, Inc. and Comstock Oil & Gas-Louisiana,
Inc., wholly owned subsidiaries of Comstock, which production payments were
created pursuant to that certain Conveyance of Production Payment dated November
7, 1991, as amended, and that certain Assignment of Production Payment dated
November 7, 1991, as amended. In consideration therefor Comstock issued to ERAC
1,000,000 shares of Comstock's 1994 Series B Convertible Preferred Stock, par
value $10.00 per share (the "Series B Preferred Stock"), and paid to ERAC
$10,150,000 in cash. The 1,000,000 shares of Series B Preferred Stock are
currently convertible into 2,000,000 shares of Common Stock.
Item 4. Purpose of Transaction:
- ------- -----------------------
The 1,000,000 shares of Series B Preferred Stock of Comstock were acquired
by ERAC for investment purposes. ERAC intends to review its investment in
Comstock on a continuing basis and, depending upon the price of, and other
market conditions relating to, the Common Stock, subsequent developments
affecting Comstock, Comstock's business and prospects, other investment and
business opportunities available to ERAC, general stock market and economic
conditions, tax considerations and other factors deemed relevant, may decide to
increase or decrease the size of its investment in Comstock.
Additionally, the terms of the Series B Preferred Stock permit the election
by the holders of Series B Preferred Stock, voting separately as a class, of two
directors to Comstock's Board of Directors under certain circumstances,
including without limitation the failure to pay four dividend payments as
required pursuant to the terms of the Series B Preferred Stock. The dividends
on the Series B Preferred Stock are cumulative, accrue at a rate of 6.25% per
annum and are payable at the option of Comstock in cash or in securities of
Comstock (which, at the option of ERAC, will be shares of Series B Preferred
Stock or Common Stock).
None of the Reporting Entities nor to their knowledge, EFC, EGS or any of
the persons named in Schedule I hereto has effected any transactions in shares
of Common Stock of Comstock during the preceding sixty days.
Item 5. Interest in Securities of the Issuer:
- ------- -------------------------------------
ERAC beneficially owns and has the power to vote and dispose of 1,000,000
shares of Series B Preferred Stock, which shares are convertible within 60 days
into 2,000,000 shares of Common Stock (14.2% of Comstock's outstanding Common
Stock). Because ERAC is an indirect, wholly owned subsidiary of ENRON, ENRON
may also be deemed to beneficially own such shares. ENRON disclaims beneficial
ownership of all of such shares.
Page 5 of 7 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
- ------- --------------------------------------------------------------
Respect to Securities of the Issuer:
------------------------------------
Certain restrictions on the transfer of the 1,000,000 shares of Series B
Preferred Stock and certain registration rights granted to ERAC by Comstock are
set forth in the Exchange Agreement dated as of July 21, 1994 between ERAC and
Comstock.
Item 7. Material to be Filed as Exhibits:
- ------- ---------------------------------
Exhibit A: Provisions of Exchange Agreement dated as of July 21, 1994
between ERAC and Comstock relating to the transfer of Series B Preferred Stock
or Common Stock.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: July 29, 1994 ENRON FINANCE CORP.
By: /s/ C. John Thompson
Name: C. John Thompson
Title: Vice President
Page 6 of 7 Pages
<PAGE>
Date: July 29, 1994 ENRON CORP.
By: /s/Peggy B. Menchaca
Name: Peggy B. Menchaca
Title: Vice President & Secretary
Page 7 of 7 Pages
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
ENRON RESERVE ACQUISITION CORP.
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
- --------------------------- ----------- --------------------------------------
<S> <C> <C>
1400 Smith Street
Houston, Texas 77002
James V. Derrick, Jr. U.S.A. Director, Senior Vice President and
General Counsel of Enron
John J. Esslinger U.S.A. Director, Vice Chairman and Chief
Operating Officer
Jeffrey K. Skilling U.S.A. Director, Chairman and Chief
Executive Officer
Gene E. Humphrey U.S.A. President
Richard A. Causey U.S.A. Vice President and Controller
Andrew S. Fastow U.S.A. Vice President
Dana R. Gibbs U.S.A. Vice President, and Controller
Thomas S. Glanville U.S.A. Vice President
Mark E. Haedicke U.S.A. Vice President, General Counsel and
Asst. Secy.
Robert J. Hermann U.S.A. Vice President, Tax
Kurt S. Huneke, Sr. U.S.A. Vice President, Finance and Treasurer
Jere C. Overdyke, Jr. U.S.A. Vice President
Donald P. Schroeder U.S.A. Vice President
Timothy T. Stephens U.S.A. Vice President
C. John Thompson U.S.A. Vice President
Craig Childers U.S.A. Vice President
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<S> <C> <C>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
- --------------------------- ----------- --------------------------------------
Robert A. Belfer U.S.A. Director
767 Fifth Avenue, 46th Fl. Former President and Chairman,
New York, NY 10153 Belco Petroleum Corporation
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman, United States Fidelity and
100 Light St., 35th Floor Guaranty Company
Baltimore, MD 21202
John H. Duncan U.S.A. Director
5851 San Felipe, Suite 850 Former Chairman of the Executive
Houston, TX 77057 Committee of Gulf & Western
Industries, Inc.
Joe H. Foy U.S.A. Director
2900 South Tower Retired Senior Partner,
Pennzoil Place Bracewell & Patterson
Houston, TX 77002
Wendy L. Gramm U.S.A. Director
P.O. Box 39134 Former Chairman, U.S. Commodity
Washington, D.C. 20016 Futures Trading Commission
Robert K. Jaedicke U.S.A. Director
Graduate School of Business Former Dean, Graduate School of
Stanford University Business, Stanford University
Stanford, CA 94305
Charles A. Lemaistre U.S.A. Director
The University of Texas President, University of Texas M.D.
M.D. Anderson Cancer Ctr. Anderson Cancer Center
1515 Holcombe
Houston, TX 77030
</TABLE>
I-2
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
- --------------------------- ----------- --------------------------------------
<S> <C> <C>
John A. Urquhart U.S.A. Director
John A. Urquhart Associates Vice Chairman, Enron Corp.,
111 Beach Road President, John A. Urguhart
Fairfield, CT 06430 Associates, and Former Senior Vice
President of Industrial and Power
Systems, General Electric Company
Charls E. Walker U.S.A. Director
Walker/Free Associates Chairman, Walker/ Free Associates,
Suite 200 Inc., and Former Deputy Secretary of
1730 Pennsylvania Avenue, NW the Treasury
Washington, D.C. 20006
Herbert S. Winokur, Jr. U.S.A. Director
Winokur & Associates, Inc. President, Winokur & Associates,
72 Cummings Point Road Inc., and Former Senior Executive
Stamford, CT 06902 Vice President, Penn Central
Corporation
1400 Smith Street
Houston, Texas 77002
Kenneth L. Lay U.S.A. Director, Chairman and Chief
Executive Officer
Richard D. Kinder U.S.A. Director, President and Chief
Operating Officer
Robert C. Kelley U.S.A. Executive Vice President and Chief
Strategy Officer and President
Enron Emerging Technologies, Inc.
Edmund P. Segner, III U.S.A. Executive Vice President and Chief of
Staff
</TABLE>
I-3
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<S> <C> <C>
NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION
- --------------------------- ----------- --------------------------------------
1400 Smith Street
Houston, Texas 77002
James V. Derrick, Jr. U.S.A. Senior Vice President and General
Counsel
Jack I. Tompkins U.S.A. Senior Vice President and Chief
Information, Administrative and
Accounting Officer
Robert J. Hermann U.S.A. Vice President, Tax
Kurt S. Huneke, Sr. U.S.A. Vice President, Finance and Treasurer
Robert H. Butts U.S.A. Vice President and Controller
Thomas E. White U.S.A. Chairman and Chief Executive Officer,
Enron Operations Company
Ronald J. Burns U.S.A. Co-Chairman and Chief Executive
Officer, Enron Gas Services
Jeffrey K. Skilling U.S.A. Co-Chairman and Chief Executive
Officer, Enron Gas Services
Rodney L. Gray U.S.A. Chairman and Chief Executive Officer,
Enron International
</TABLE>
I-4
