<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 033-54405
PROSPECTUS
ENRON CORP.
350,585 SHARES
COMMON STOCK
$.10 PAR VALUE
This Prospectus relates to up to 350,585 shares (the "Shares") of
Common Stock, $.10 par value (the "Common Stock"), of Enron Corp. ("Enron")
which may be offered by certain stockholders named herein (the "Selling
Stockholders").
Enron has been advised that the Shares being offered hereby may be sold
by or on behalf of the Selling Stockholders through underwriters, brokers or
dealers, or directly to investors pursuant to this Prospectus or in
transactions that are exempt from the requirements of registration under the
Securities Act of 1933, as amended (the "Securities Act"), 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, and in connection therewith distributors' or sellers' commissions may
be paid or allowed, which will not exceed those customary in the types of
transactions involved. Brokers or dealers may act as agent for the Selling
Stockholders, or may purchase shares from the Selling Stockholders as principal
and thereafter resell such shares from time to time in or through transactions
or distributions (which may involve crosses and block transactions) on the New
York Stock Exchange or other United States or foreign stock exchanges where
unlisted trading privileges are available, in the over-the-counter market, in
private transactions or in some combination of the foregoing.
Enron will not receive any of the proceeds of any such sale. The
Selling Stockholders and any broker or dealer who participates in any such sale
may be deemed "underwriters" and any commissions paid in connection with the
distribution may be deemed to be an underwriting discount or commission. See
"Plan of Distribution."
Enron's Common Stock is listed on the New York, Midwest and Pacific
Stock Exchanges. On July 12, 1994, the last reported sales price of the Common
Stock on the New York Stock Exchange was $32.125 per share.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 12, 1994.
<PAGE> 2
IN CONNECTION WITH AN OFFERING THROUGH UNDERWRITERS, THE UNDERWRITERS
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK, MIDWEST
OR PACIFIC STOCK EXCHANGES, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ENRON OR
THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ENRON SINCE SUCH
DATE.
AVAILABLE INFORMATION
Enron is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at the following Regional Offices of the
Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and New York Regional Office, 7 World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, at prescribed rates. Enron's Common Stock
is listed on the New York, Midwest and Pacific Stock Exchanges. Reports, proxy
statements and other information concerning Enron can be inspected and copied
at the respective offices of these exchanges at 20 Broad Street, New York, New
York 10005; 120 South LaSalle Street, Chicago, Illinois 60603; and 301 Pine
Street, San Francisco, California 94014.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by Enron with the Commission under the Securities Act with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in such Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to Enron and the
Shares offered hereby. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission or incorporated by reference herein are not
necessarily complete, and in each instance reference is made to the copy of
such document so filed for a more complete description of the matter involved.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Enron (File No.
1-3423) pursuant to Section 13(a) of the Exchange Act are incorporated herein
by reference as of their respective dates:
(a) Annual Report on Form 10-K for the year ended December 31,
1993; and
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1994.
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Each document filed by Enron pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares pursuant hereto shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such document. Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Enron will provide without charge to each person to whom a copy of this
Prospectus is delivered, on the request of any such person, a copy of any or
all of the foregoing documents incorporated herein by reference other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the documents that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to Secretary Division,
Enron Corp., at its principal executive offices, 1400 Smith Street, Houston,
Texas 77002 (telephone: 713-853-6161).
BUSINESS OF ENRON
Enron, a Delaware corporation organized in 1930, is an integrated
natural gas company headquartered in Houston, Texas. Essentially all of
Enron's operations are conducted through its subsidiaries and affiliates which
are principally engaged in the gathering, transportation and wholesale
marketing of natural gas to markets throughout the United States and
internationally through approximately 44,000 miles of natural gas pipelines;
the exploration for and production of natural gas and crude oil in the United
States and internationally; the production, purchase, transportation and
worldwide marketing of natural gas liquids and refined petroleum products; the
independent (i.e., non-utility) development, promotion, construction and
operation of natural gas-fired power plants in the United States and
internationally which use combined cycle and cogeneration technology to
generate electricity and steam; and the purchasing and marketing of long-term
energy related commitments.
INTERSTATE PIPELINES. Enron and its subsidiaries operate domestic
interstate pipelines extending from Texas to the Canadian border and across the
southern United States from Florida to California. Included in Enron's
domestic interstate natural gas pipeline operations are Northern Natural Gas
Company ("Northern"), Transwestern Pipeline Company ("Transwestern"), and
Florida Gas Transmission Company ("Florida Gas") (indirectly 50% owned by
Enron). 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, the upper Midwest; Florida Gas, the State of Florida; and
Transwestern, principally the California market. In addition, Enron holds a
13% interest in Northern Border Partners, L.P. and operates the Northern Border
Pipeline system, which transports gas from western Canada to delivery points in
the midwestern United States. Also, Enron has a 15% interest in Enron Liquids
Pipeline, L.P., which is engaged in pipeline transportation of natural gas
liquids, refined petroleum products and carbon dioxide and is operated by a
wholly owned subsidiary of Enron.
GAS SERVICES. Enron Gas Services Corp. and its affiliated companies
("EGS") purchase natural gas, gas liquids and power through a variety of
contractual arrangements, including both short and long term contracts, the
arrangement of production payment and other financing transactions, and other
contractual arrangements, and market these energy products to local
distribution companies, electric utilities, cogenerators, and both commercial
and industrial end-users. EGS also provides price risk management services in
connection with
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natural gas, gas liquids and power transactions through both physical delivery
and financial arrangements.
EGS offers a broad range of non-price regulated natural gas merchant
services by tailoring a variety of supply and marketing options to its
customers' specific needs. EGS's strategy is to provide predictable pricing,
reliable delivery and low cost capital to its customers. EGS provides these
services through a variety of financial instruments, including forward
contracts, swap agreements, options and other contractual commitments.
GAS PROCESSING. Certain Enron subsidiaries are engaged domestically in
the extraction of natural gas liquids ("NGLs") (ethane, propane, normal butane
and isobutane and natural gasoline). NGLs are typically extracted from natural
gas in liquid form under low temperature and high pressure conditions. Ethane,
propane, normal butane, isobutane and natural gasoline are used as feedstocks
for petrochemical plants in the production of plastics, synthetic rubber and
other products. Normal butane and natural gasoline are used by refineries in
the blending of motor gasoline. Isobutane is used in the alkylation process to
enhance the octane content of motor gasoline and is also used in the production
of MTBE, which is used to produce cleaner burning motor gasoline. Propane is
used as fuel for home heating and cooking, crop drying and industrial
facilities and as an engine fuel for vehicles, and ethane is used as a
feedstock for synthetic fuels production.
INTERNATIONAL GAS AND POWER SERVICES. Enron's international activities
principally involve the development, acquisition, promotion, and operation of
natural gas and power projects and the marketing of natural gas liquids. As is
the case in the United States, Enron's emphasis is on businesses in which
natural gas or its components play a significant role. Development projects are
focused on power plants, gas processing and terminaling facilities, and gas
pipelines, while marketing activities center on fuels used by or transported
through such facilities. Enron's international activities include management
of ownership interests and operation of power plants in England, Germany,
Guatemala and the Philippines; a 3,800-mile pipeline system in southern
Argentina; retail gas and propane sales in the Caribbean basin; processing of
natural gas liquids at Teesside, England; and marketing of natural gas liquids
worldwide.
EXPLORATION AND PRODUCTION. Enron's natural gas and crude oil
exploration and production operations are conducted by its subsidiary, Enron
Oil & Gas Company ("EOG"). Enron currently owns 80% of the outstanding common
stock of EOG. EOG is one of the largest independent (non-integrated) oil and
gas companies in the United States in terms of domestic proved reserves. EOG
is engaged in the exploration for, and development and production of, natural
gas and crude oil reserves primarily in major producing basins in the United
States and, to a lesser extent, in Canada, Trinidad and selected other
international areas. At December 31, 1993, EOG had estimated net proved
natural gas reserves of 1,772 billion cubic feet and estimated net proved crude
oil, condensate and natural gas liquids reserves of 20.9 million barrels, and
at such date, approximately 78% of EOG's reserves (on a natural gas equivalent
basis) was located in the United States, 16% in Canada and 6% in Trinidad.
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SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock which may be regarded as beneficially
owned by such Selling Stockholder, and the number of shares being offered
hereby by such Selling Stockholder as of the date hereof.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Stockholder Beneficially Owned Offered
- ------------------- ------------------ ----------------
<S> <C> <C>
Robert H. Baldwin, Jr. 71,626 24,741
Mark A. Frevert 106,613 42,523
Gene E. Humphrey 69,687 42,523
Kurt S. Huneke 92,271 13,437
Lawrence L. Izzo 58,414 13,437
Lincoln Jones, III 37,267 7,994
Raymond R. Kaskel 48,811 13,437
James W. Kemp 23,461 13,013
Howard D. Martin 46,291 8,062
David H. Odorizzi 74,351 18,218
Lou L. Pai 125,658 63,785
Lawrence E. Reynolds 134,779 13,013
Jude Rolfes 20,178 6,047
Jeffrey K. Skilling 369,136 43,196
Thomas E. White 257,181 19,097
Peter J. Wilt 27,599 8,062
</TABLE>
The Shares being offered hereby are owned by the Selling Stockholders,
who acquired them from Enron pursuant to transactions exempt from the
registration requirements. Enron will bear substantially all expenses incurred
in connection with the registration of the Shares being offered hereby.
The following Selling Stockholders hold the offices indicated with Enron
or subsidiaries thereof: Robert H. Baldwin, Jr., President and Chief Executive
Officer, Enron Europe Ltd.; Mark A. Frevert, President, Enron Power Services,
Inc.; Gene E. Humphrey, President, Enron Finance Corp.; Kurt S. Huneke, Vice
President, Finance and Treasurer, Enron Corp.; Lawrence L. Izzo, Senior Vice
President, Project Management, Enron Power Corp.; Lincoln Jones, III, President,
Enron Power Corp.; Raymond R. Kaskel, President, Enron Gas Processing Company;
James W. Kemp, Senior Vice President, Engineering, Enron Emerging Technologies,
Inc.; Howard D. Martin, Senior Vice President, Enron Development Corp.; Lou L.
Pai, President, Enron Risk Management Services Corp.; Lawrence E. Reynolds,
Senior Vice President and Chief Engineer, Enron Power Corp.; Jude Rolfes,
Executive Vice President, Project Development, Enron Power Enterprise Corp.;
Jeffrey K. Skilling, Chairman and Chief Executive Officer, Enron Gas Services
Corp.; Thomas E. White, Chairman of the Board and Chief Executive Officer, Enron
Operations Corp.; and Peter J. Wilt, Principal, Enron Development Corp.
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DESCRIPTION OF CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At June 30, 1994, the authorized capital stock of Enron was 616,500,000
shares, consisting of:
(a) 1,500,000 shares of Preferred Stock, par value $100 per share
(the "Preferred Stock"), of which no shares were outstanding;
(b) 5,000,000 shares of Second Preferred Stock, par value $1 per
share (the "Second Preferred Stock"), of which 1,417,183 shares of Cumulative
Second Preferred Convertible Stock (the "Convertible Preferred Stock") were
outstanding;
(c) 10,000,000 shares of Preference Stock, par value $1 per share
(the "Preference Stock"), of which no shares were outstanding; and
(d) 600,000,000 shares of Common Stock, par value $.10 per share, of
which 251,492,545 shares were outstanding.
In general, the classes of authorized capital stock are afforded
preferences with respect to dividends and liquidation rights in the order listed
above. The Board of Directors of Enron is empowered, without approval of the
stockholders, to cause the Preferred Stock, Second Preferred Stock and
Preference Stock to be issued in one or more series, with the numbers of shares
of each series and the rights, preferences and limitations of each series to be
determined by it. Among the specific matters that may be determined by the
Board of Directors are: the annual rate of dividends; the redemption price, if
any; the terms of a sinking or purchase fund, if any; the amount payable in the
event of any voluntary liquidation, dissolution or winding up of the affairs of
Enron; conversion rights, if any; and voting powers, if any, in addition to
those described below. The descriptions set forth below do not purport to be
complete and are qualified in their entirety by reference to the Restated
Certificate of Incorporation of Enron, as amended (the "Restated Certificate of
Incorporation").
No holders of any class of Enron's capital stock are entitled to
preemptive rights.
PREFERRED STOCK
The holders of the Preferred Stock, Second Preferred Stock and
Preference Stock have no voting rights except as specifically required by
statute and except for certain voting rights specifically provided in Enron's
Restated Certificate of Incorporation and the Certificates of Designation
creating the various series of such classes of stock. In general, a vote of at
least two-thirds of a class, voting as a class, is required to effect (a) any
change in the Restated Certificate of Incorporation or bylaws which affects
adversely the voting powers, rights or preferences of such class (if only
certain series are affected, separate votes by the series affected are
required); (b) the authorization or creation of, or the increase in the
authorized amount of, any stock of any class, or any security convertible into
stock of any class, ranking prior to such class; (c) 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
(d) the purchase or redemption of less than all of such class unless the full
dividend on all such shares has been paid or declared and a sum sufficient for
payment thereof set apart. In addition, the vote of a majority of a class,
voting as a class, is required (i) to increase the authorized amount of such
class, or the authorization or creation of or the increase in the authorized
amount of, any stock of any class, or any security convertible into stock of any
class, ranking on a parity with such class; or (ii) to approve mergers or
consolidations, except under certain conditions. Further, the Restated
Certificate of Incorporation of Enron provides that, in the event dividends
payable on any such class shall be in default in an amount equivalent
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to six full quarterly dividends, then the holders of such class, voting
separately as a class, shall be entitled to elect two directors of Enron until
such time as such dividends shall have been paid or funds sufficient therefor
deposited in trust.
The annual rate of dividends payable on shares of the Convertible
Preferred Stock is the greater of $10.50 per share or the dividend amount
payable on the number of shares of Common Stock into which one share of
Convertible Preferred Stock is convertible (currently 13.652 shares). 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
Common Stock.
The Convertible Preferred Stock is redeemable at the option of Enron at
a redemption price of $100.00 per share. Each share of Convertible Preferred
Stock is convertible into 13.652 shares of Common Stock at any time at the
option of the holder.
The amount payable on shares of the Convertible Preferred Stock in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of Enron is $100.00 per share, together with accrued dividends. The
liquidation rights have the same preferences and relationship to other classes
and series as described above with respect to dividend rights.
COMMON STOCK
So long as any shares of Preferred Stock, Second Preferred Stock
(including the Convertible Preferred Stock) or Preference Stock shall be
outstanding, no dividends, whether in cash or property, shall be paid or
declared, nor shall any distribution be made, on the Common Stock, nor shall any
shares of any Common Stock be purchased, redeemed or otherwise acquired for
value by Enron, nor shall Enron permit any distribution to be made on any Common
Stock or shares of Common Stock purchased, redeemed or otherwise acquired by any
subsidiary, unless all dividends on the Preferred Stock, Second Preferred Stock
and Preference Stock of all series for all past quarterly dividend periods and
for the then current quarterly period shall have been paid or declared and a sum
sufficient for the payment thereof set apart, and unless Enron shall not be in
arrears with respect to any sinking fund requirement for any such shares. The
foregoing provisions shall not, however, apply to a dividend payable in Common
Stock, or the acquisition of shares of Common Stock in exchange for or through
application of the proceeds of the sale of, shares of Common Stock.
Subject to the prior rights of the Preferred Stock, the Second Preferred
Stock and the Preference Stock, the shares of Common Stock of Enron: (a) are
entitled to such dividends as may be declared by the Board of Directors out of
funds legally available therefor; (b) are entitled to one vote per share; (c)
have no preemptive or conversion rights; (d) are not subject to, or entitled to
the benefits of, any redemption or sinking fund provision; and (e) are entitled
upon liquidation to receive the assets of Enron remaining after the payment of
corporate debts and the satisfaction of the liquidation preferences of the
Preferred Stock, Second Preferred Stock and Preference Stock.
CERTAIN OTHER PROVISIONS OF ENRON'S RESTATED CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation of Enron limits the liability
of directors of Enron (in their capacity as directors but not in their capacity
as officers) to Enron or its stockholders to the fullest extent permitted by
Delaware law. Specifically, directors of Enron will not be personally liable
for monetary damages for breach of a director's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
Enron or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in
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Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Enron's Restated Certificate of Incorporation 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 10 percent of Enron's voting stock) be approved by the holders of 80 percent
of Enron's voting stock, unless (a) the transaction is approved by 80 percent 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. Enron's Restated Certificate
of Incorporation defines "Business Transaction" as (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 is defined to mean 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 stockholders, was approved by a
vote of at least 80 percent 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 stockholder of Enron).
GENERAL
The foregoing statements are summaries of certain provisions contained
in the Restated Certificate of Incorporation of Enron, the form of which is
filed or incorporated by reference as an exhibit to the Registration Statement
of which this Prospectus is a part. They do not purport to be complete
statements of all the terms and provisions of the Restated Certificate of
Incorporation and reference is hereby made to the Restated Certificate of
Incorporation for full and complete statements of such terms and provisions,
including the definitions of certain terms used herein. Whenever reference has
been made to the Restated Certificate of Incorporation, such Restated
Certificate of Incorporation shall be deemed to be incorporated in such
statements as a part thereof and such statements are qualified in their entirety
by such reference. The transfer agent and registrar of the Common Stock is
First Chicago Trust Company of New York.
PLAN OF DISTRIBUTION
Enron has been advised that the Shares being offered hereby may be sold
by or on behalf of each of the Selling Stockholders through one or more
broker-dealers, through underwriters, or directly to investors pursuant to this
Prospectus or in transactions that are exempt from the requirements of
registration under the Securities Act, at a fixed price or prices (which may be
changed from time to time), at market prices prevailing at the time of such
sale,
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at prices related to such market prices or at negotiated prices, and in
connection therewith distributors' or sellers' commissions may be paid or
allowed, which will not exceed those customary in the types of transactions
involved. Broker-dealers may act as agent for the Selling Stockholders, or may
purchase shares from the Selling Stockholders as principal and thereafter
resell such shares from time to time in or through one or more transactions
(which may involve crosses and block transactions) or distributions on the New
York Stock Exchange or other exchanges on which the Common Stock can be traded
(the "Exchanges"), in "special offerings," "fixed price offerings" off the
floor of the Exchanges, "exchange distributions" or "secondary distributions"
pursuant to and in accordance with applicable rules of such Exchanges, in the
over-the-counter market, in private transactions or in some combination of the
foregoing.
Any such broker-dealer or underwriter may receive compensation in the
form of underwriting discounts or commissions and may receive commissions from
purchasers of the Shares for whom they may act as agents. If any such
broker-dealer purchases the Shares as principal, they may effect resales of the
Shares from time to time to or through other broker-dealers, and such other
broker-dealers may receive compensation in the form of concessions or
commissions from the Selling Stockholders or purchasers of Shares for whom they
may act as agents.
To the extent required, the names of the specific managing underwriter
or underwriters, if any, as well as certain other information, will be set forth
in a Prospectus Supplement. In such event, the discounts and commissions to be
allowed or paid to the underwriters, if any, and the discounts and commissions
to be allowed or paid to dealers or agents, if any, will be set forth in, or may
be calculated from, the Prospectus Supplement.
Any underwriters, brokers, dealers and agents who participate in any
such sale may also be customers of, engage in transactions with, or perform
services for Enron or the Selling Stockholders in the ordinary course of
business.
VALIDITY OF COMMON STOCK
The validity of the Shares offered hereby will be passed upon for Enron
by James V. Derrick, Jr., Esq., Senior Vice President and General Counsel of
Enron. Mr. Derrick owns substantially less than 1% of the outstanding shares of
Common Stock of Enron.
EXPERTS
The consolidated financial statements and schedules included in Enron's
Annual Report on Form 10-K for the year ended December 31, 1993, incorporated by
reference in this Prospectus, have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports with respect
thereto. The consolidated financial statements and schedules referred to above
and such reports have been incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
The letter report of DeGolyer and MacNaughton, independent petroleum
consultants, included as an exhibit to Enron's Annual Report on Form 10-K for
the year ended December 31, 1993, and the estimates from the reports of that
firm appearing in such Annual Report, are incorporated by reference herein on
the authority of said firm as experts in petroleum engineering and in giving
such reports.
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====================================
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
PROSPECTUS
<S> <C>
Available Information . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . 2
Business of Enron . . . . . . . . 3
Selling Stockholders . . . . . . 5
Description of Capital Stock . . 6
Plan of Distribution . . . . . . 8
Validity of Common Stock . . . . 9
Experts . . . . . . . . . . . . . 9
</TABLE>
350,585 SHARES
{ENRON LOGO}
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
________________
PROSPECTUS
________________
=====================================
