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[ENRON CORP LOGO]
SUPPLEMENT TO PROXY STATEMENT DATED MARCH 25, 1994
APRIL 22, 1994
The Annual Meeting of Stockholders of Enron Corp. ("Enron") will be
held in the LaSalle Ballroom of the Doubletree Hotel at Allen Center, 400
Dallas Street, Houston, Texas, at 10:00 a.m. Houston time on Tuesday, May 3,
1994. Stockholders of record at the close of business on March 7, 1994 are
entitled to vote at the meeting. Enron has previously forwarded to you a Proxy
Statement dated March 25, 1994, together with an enclosed proxy card and a
postage-paid, return envelope.
Preferred Convertible Stock Amendment; Revocability. If you have not
executed and returned your proxy card, please do so. The proposal to amend the
Restated Certificate of Incorporation requires the affirmative vote of at least
a majority of the voting power of the outstanding Common Stock and Preferred
Convertible Stock, not simply a majority of the voting power present in person
or represented by proxy at the meeting. THEREFORE, IT IS PARTICULARLY
IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY. Any stockholder
giving a proxy may revoke it at any time, provided written notice of such
revocation is received by the Vice President and Secretary of Enron before such
proxy is voted. Stockholders attending the meeting may revoke their proxies
and vote in person.
Certain Transactions. In the ordinary course of its business, Enron
proposes to enter into a gas storage agreement with Bruin Interests, L.L.C.
("Bruin"), of which Mark K. Lay owns a 48% equity interest. Mark K. Lay is a
son of Kenneth L. Lay, Chairman of the Board and Chief Executive Officer of
Enron. Pursuant to the agreement, Bruin (or an assignee of its interest under
the agreement) will have the right to inject up to approximately 8 billion
cubic feet of natural gas into an underground storage facility owned by Houston
Pipe Line Company ("HPL"), an Enron subsidiary, and the right to withdraw the
stored natural gas beginning in December 1994. Bruin or its assignee will make
an $800,000 prepayment to HPL and will agree to make certain payments to HPL
upon withdrawal of the natural gas from storage. The amount of the withdrawal
payments will depend in part upon then prevailing market prices for natural
gas. Bruin will also agree to make specified payments to HPL to cover certain
expenses. HPL will have the option to purchase the natural gas held in storage
at the index price for natural gas at the beginning of the month. Bruin has
advised HPL that it will assign its interest in the gas storage agreement to a
party unaffiliated with Bruin or Enron and that in consideration for such
assignment Bruin will receive a portion of the assignee's profits, if any, from
its activities associated with the gas storage agreement. Bruin and HPL are
also engaged in discussions regarding possible agreements on similar terms for
the four years following expiration of the agreement. Enron believes that the
terms of the gas storage agreement with Bruin are comparable to those available
to unaffiliated third parties, and Enron does not intend to engage in any
transaction with Bruin except on terms that Enron believes are comparable to
those available to unaffiliated third parties.
