PROSPECTUS
ENRON CORP.
617,452 Shares
Common Stock
$.10 par value
_____________
This Prospectus relates to up to 617,452 shares (the
"Shares") of Common Stock, $.10 par value (the "Common
Stock"), of Enron Corp. ("Enron") which may be offered from
time to time by certain stockholders named herein (the
"Selling Stockholders").
Enron has been advised that the Shares being offered
hereby may be sold from time to time 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, Chicago
and Pacific Stock Exchanges. On March 23, 1995, the last
reported sales price of the Common Stock on the New York Stock
Exchange was $31.875 per share.
_____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE 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 March 24, 1995.
<PAGE>
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; and Northeast Regional Office, 7 World Trade
Center, Suite 1300, 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, Chicago 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 Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September
30, 1994.
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 power
plants in the United States and internationally; and the
purchasing and marketing of long-term energy related
commitments.
Transportation and Operation. Enron's operations include
interstate transmission of natural gas, construction,
management and operation of natural gas and natural gas
liquids pipelines, liquids plants, clean fuel plants and power
facilities. 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., which owns a 70% interest in
the Northern Border Pipeline system. An Enron subsidiary
operates the Northern Border Pipeline system, which transports
gas from western Canada to delivery points in the midwestern
United States. Also, Enron has an approximately 15% interest
in Enron Liquids Pipeline, L.P., which is engaged in pipeline
transportation of natural gas liquids, refined petroleum
products and carbon dioxide, operates coal terminalling, gas
processing and natural gas liquids fractionation facilities,
and is operated by a wholly owned subsidiary of Enron.
Domestic Gas and Power Services. Enron Capital & Trade
Resources Corp. and its affiliated companies ("ECT") 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. ECT also provides price
risk management services in connection with natural gas, gas
liquids and power transactions through both physical delivery
and financial arrangements.
ECT 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. ECT's
strategy is to provide predictable pricing, reliable delivery
and low cost capital to its customers. ECT provides these
services through a variety of instruments, including forward
contracts, swap agreements and other contractual commitments.
Certain Enron subsidiaries are engaged domestically in
the extraction of natural gas liquids ("NGLs") (ethane,
propane, normal butane, 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 independent
(non-utility) development, acquisition and promotion of power
plants, natural gas liquids facilities and pipelines outside
of North America, and the international 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 direct and indirect ownership interests in and
operation of power plants in England, Germany, Guatemala and
the Philippines; a 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. Enron also has
power development projects with power purchase or services
agreements in place which are under construction in India and
China.
Enron Global Power & Pipelines L.L.C., a Delaware limited
liability company ("EPP"), has been recently formed by Enron
to own and manage Enron's operating power plant and natural
gas pipeline business conducted outside the United States,
Canada and Western Europe, and to expand such business through
acquisitions. EPP's initial assets consist of interests
contributed by Enron in two power plants in the Philippines
(with 226 megawatts of aggregate net generating capacity), a
power plant in Guatemala (with 110 megawatts of net generating
capacity) and a 6,548 kilometer (4,069 mile) natural gas
pipeline system in Argentina. The public offering of common
shares of EPP was completed in November 1994. Enron owns
approximately 52% of the common shares of EPP. Enron formed
EPP to attract public equity capital to emerging market
infrastructure projects, to enable public investors to better
evaluate and participate directly in the growth of Enron's
operating power plant and natural gas pipeline activities in
emerging markets and to generate additional capital for Enron
to reinvest in future development efforts and for other
corporate purposes.
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 engaged in the exploration for, and development,
production and marketing of, natural gas and crude oil
primarily in major producing basins in the United States, as
well as in Canada, Trinidad and India and to a lesser extent,
selected other international areas. At December 31, 1994, EOG
had estimated net proved natural gas reserves of 1,910 billion
cubic feet and estimated net proved crude oil, condensate and
natural gas liquids reserves of 37 million barrels, and at
such date, approximately 70% of EOG's reserves (on a natural
gas equivalent basis) was located in the United States, 16% in
Canada, 11% in Trinidad, and 3% in India.
RECENT DEVELOPMENTS
On January 26, 1995, Enron announced revenues of $8.9
billion and $8 billion for the fiscal years ended December 31,
1994 and 1993, respectively. Net income was $453.4 million
and $386.5 million, respectively, for the same periods. The
1993 net income figure is exclusive of a primarily non-cash
charge to 1993 income of $54 million to adjust accumulated
deferred tax liabilities due to the increase in the corporate
federal income tax rate from 34% to 35%.
For the three months ended December 31, 1994 and 1993,
revenues were $2.6 billion and $2.3 billion, respectively.
Net income for such periods was $108.8 million in 1994 and
$104.1 million in 1993.
<PAGE>
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>
Patrick J. Quealy, Jr. Trust 44,028 44,028
(dated April 8, 1985)
Patrick J. Quealy III, Trustee
Olga K. Quealy Trust 44,029 44,029
(dated April 8, 1985)
Patrick J. Quealy III, Trustee
Carl E. Pfaff Revocable Trust 31,159 31,159
(dated July 16, 1985)
Carl E. Pfaff, Trustee
Carl A. Pfaff 4,706 4,706
Gladys Pfaff Wilson 13,262 13,262
Patrick Quealy III Revocable Trust 4,313 4,313
(dated July 8, 1993)
Patrick J. Quealy III, Trustee
Mrs. Tom Dwyer 5,490 5,490
Elizabeth Ann McCune Dee 8,490 5,490
Elizabeth B. Quealy Revocable Trust 4,313 4,313
(dated July 8, 1993)
Elizabeth B. Quealy, Trustee
Robert H. Baldwin, Jr. 74,996 4,292
John J. Esslinger 366,197 206,504
Mark A. Frevert 232,449 63,637
Gene E. Humphrey 164,884 63,637
Lawrence L. Izzo 83,424 11,793
Raymond R. Kaskel 92,856 11,793
Howard D. Martin 39,349 7,076
Lou I. Pai 247,980 79,547
Jude Rolfes 49,778 5,307
Peter J. Wilt 27,465 7,076
</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.
The following Selling Stockholders hold the offices
indicated with Enron or subsidiaries thereof: Robert H.
Baldwin, Jr., Vice President, Enron Capital & Trade Resources
Corp.; John J. Esslinger, Managing Director, Marketing, Enron
Capital & Trade Resources Corp.; Mark A. Frevert, Managing
Director, Natural Gas, Enron Capital & Trade Resources Corp.;
Gene E. Humphrey, Managing Director, Finance, Enron Capital &
Trade Resources Corp.; Lawrence L. Izzo, Senior Vice
President, Project Management, Enron Power Corp.; Raymond R.
Kaskel, Managing Director, Liquid Hydrocarbons, Enron Capital
& Trade Resources Corp.; Howard D. Martin, Senior Vice
President, Enron Development Corp.; Lou I. Pai, Managing
Director, Risk Management and Trading, Enron Capital & Trade
Resources Corp.; Jude Rolfes, Executive Vice President,
Project Development, Enron Power Enterprise Corp.; and Peter
J. Wilt, Principal, Enron Development Corp.
DESCRIPTION OF CAPITAL STOCK
Authorized and Outstanding Capital Stock
At March 1, 1995, 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
(i) 1,398,979 shares of Cumulative Second Preferred
Convertible Stock (the "Convertible Preferred Stock") were
outstanding, and (ii) 35.568509 shares of 9.142% Perpetual
Second Preferred Stock were issued and held by an Enron
subsidiary;
(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 251,685,536 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 Designations 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 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 and rank equally
with the dividend rights on all other series of Second
Preferred 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.
The annual rate of dividends payable on shares of the
9.142% Perpetual Second Preferred Stock is $91,420 per share.
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 and rank
equally with the dividend rights on all other series of Second
Preferred Stock.
The Perpetual Second Preferred Stock is not redeemable
at the option of Enron. Pursuant to an agreement between
Enron and its subsidiary, however, such subsidiary has the
right, exercisable at any time, in whole or in part, for a
180-day period commencing January 31, 2004, to cause Enron to
redeem 18 shares for $1,000,000 per share, together with
accrued dividends.
The amount payable on shares of the 9.142% Perpetual
Second Preferred Stock in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
affairs of Enron is $1,000,000 per share, together with
accrued dividends. The liquidation rights have the same
preferences and relationships 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 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
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, 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.
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 LLP,
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.
<PAGE>
TABLE OF CONTENTS
Page
Prospectus
Available Information . . . . . 2
Incorporation of Certain
Documents by Reference . . . 2
Business of Enron . . . . . . . 3
Recent Developments . . . . . . 5
Selling Stockholders . . . . . 6
Description of Capital Stock . 7
Plan of Distribution . . . . . 10
Validity of Common Stock . . . 11
Experts . . . . . . . . . . . . 11
617,452 Shares
ENRON
CORP (LOGO)
Common Stock
(par value $.10 per share)
________________
PROSPECTUS
________________
