As filed with the Securities and Exchange Commission on
March 17, 1995
Registration No. 33-57903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
ENRON CORP.
(Exact name of registrant as specified in its charter)
Delaware 47-0255140
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_________________
1400 Smith Street, Houston, Texas 77002
Telephone No. (713) 853-6161
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
_________________
Rex R. Rogers, Esq.
Enron Corp.
Assistant General Counsel
1400 Smith Street
Houston, Texas 77002
(713) 853-3069
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
Approximate date of commencement of proposed sale to
the public: From time to time after the effective date of
this Registration Statement as determined in light of market
conditions and other factors.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, please check the following box.
[X]
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered(1) per share(2) offering price(2) fee
<S> <C> <C> <C> <C>
Common Stock,
$0.10 par value.............199,835 $32.625 $6,519,617 $2,249(3)
shares
417,617 $33.375 $13,937,967 $4,807(4)
shares
</TABLE>
(1) Plus such indeterminable number of additional shares
of Common Stock as may be issued from time to time as
a result of adjustments for certain stock dividends
and stock splits.
(2) Estimated solely for the purposes of calculating the
registration fee (based on the average of the high and
low prices of the Common Stock as reported in the New
York Stock Exchange composite transaction reporting
system on February 23, 1995 and March 15, 1995).
(3) Previously paid.
(4) Paid herewith.
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until
this registration statement shall become effective on such
date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED MARCH 17, 1995
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 15, 1995, the last
reported sales price of the Common Stock on the New York
Stock Exchange was $33.00 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 _________, 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. 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.
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,
options 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 and production 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. 74,984 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 January 31, 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) 1,403,236 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 251,372,019 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 . . . . . . 4
Selling Stockholders . . . . . 5
Description of Capital Stock . 6
Plan of Distribution . . . . . 9
Validity of Common Stock . . . 9
Experts . . . . . . . . . . . . 9
617,452 Shares
ENRON
CORP (LOGO)
Common Stock
(par value $.10 per share)
________________
PROSPECTUS
________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth those expenses to be
incurred by Enron in connection with the issuance and
distribution of the securities being registered. Except for
the Securities and Exchange Commission registration fee, all
amounts shown are estimates.
Filing Fee for Registration Statement . . . . . . . $ 7,056
Legal Fees and Expenses . . . . . . . . . . . . . . 5,000
Accounting Fees and Expenses. . . . . . . . . . . . 4,000
Transfer Agent's Fees and Expenses. . . . . . . . . 5,000
Blue Sky Fees and Expenses. . . . . . . . . . . . . 4,000
Miscellaneous . . . . . . . . . . . . . . . . . . . 1,944
Total . . . . . . . . . . . . . . . . . . . . . . . $27,000
______________
Item 15. Indemnification of Officers and Directors.
Section 145 of Chapter 1 of Title 8 of the Delaware
Code provides that every corporation created under the
provisions thereof shall have the power to indemnify its
directors, officers, employees and agents against certain
liabilities.
The Restated Certificate of Incorporation, as amended,
of Enron contains the following provisions relating to
indemnification of directors and officers:
"1. A director of the Corporation shall not be
personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from
which the director derived an improper personal
benefit.
2. (A) Each person who was or is made a party
or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter
a "proceeding"), by reason of the fact that he or she,
or a person of whom he or she is the legal
representative, is or was a director or officer, of
the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or
agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including
service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action
in an official capacity as a director, officer,
employee or agent or in any other capacity while
serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment
permits the Corporation to provide broader
indemnification rights than said law permitted the
Corporation to provide prior to such amendment),
against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such
person in connection therewith, and such
indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent
and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that,
except as provided in paragraph (B) hereof, the
Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a
contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending
any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or
her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by
such person while a director or officer, including,
without limitation, service to an employee benefit
plan) in advance of the final disposition of the
proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced
if it shall ultimately be determined that such
director or officer is not entitled to be indemnified
under this Section or otherwise. The Corporation may,
by action of its Board of Directors, provide
indemnification to employees and agents of the
Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
(B) If a claim under paragraph 2(A) of this
Article XVI is not paid in full by the Corporation
within thirty days after a written claim has been
received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in
advance of its final disposition where the required
undertaking, if any is required, has been tendered to
the Corporation) that the claimant has not met the
standards of conduct which make it permissible under
the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of
such action that indemnification of the claimant is
proper in the circumstances because he or she has met
the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board
of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant
has not met the applicable standard of conduct.
(C) The right to indemnification and the payment
of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this
Section shall not be exclusive of any other right
which any person may have or hereafter acquire under
any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders
or disinterested directors or otherwise.
(D) The Corporation may maintain insurance, at
its expense, to protect itself and any director,
officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust
or other enterprise against any such expense,
liability or loss, whether or not the Corporation
would have the power to indemnify such person against
such expense, liability or loss under the Delaware
General Corporation Law."
Enron has purchased liability insurance policies
covering its directors and officers to provide protection
where Enron cannot legally indemnify a director or officer
and where a claim arises under the Employee Retirement
Income Security Act of 1974 against a director or officer
based on an alleged breach of fiduciary duty or other
wrongful act.
<PAGE>
Item 16. Exhibits.
*4(a) - Restated Certificate of Incorporation
of Enron, as amended (Exhibit 4(d) to
Registration Statement No. 33-50641,
filed October 15, 1993).
**4(b) - Certificate of Designations of the
9.142% Perpetual Second Preferred Stock
of Enron Corp.
*4(c) - Bylaws of Enron (Exhibit 3.02 to Enron
Form 10-K Annual Report for 1990, File
No. 1-3423).
5 - Opinion of James V. Derrick, Jr., Esq.,
Senior Vice President and General
Counsel of Enron.
**23(a) - Consent of Arthur Andersen LLP.
**23(b) - Consent of DeGolyer and MacNaughton.
23(c) - The consent of James V. Derrick, Jr.,
Esq., is contained in his opinion filed
as Exhibit 5 hereto.
**24 - Powers of Attorney.
_______________
* Incorporated by reference as indicated.
** Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required in
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by Enron pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering; and
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of Enron's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to
be a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item
15 above, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, Enron certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement or
amendment to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Houston and State
of Texas, on the 17th day of March, 1995.
ENRON CORP.
(Registrant)
By: JACK I. TOMPKINS
(Jack I. Tompkins)
Senior Vice President and Chief
Information, Administrative and
Accounting Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement or amendment has been
signed by the following persons in the capacities with Enron
indicated and on the 17th day of March, 1995.
Signature Title
KENNETH L. LAY Chairman of the Board,
(Kenneth L. Lay) Chief Executive Officer and
Director (Principal
Executive Officer)
JACK I. TOMPKINS Senior Vice President and
(Jack I. Tompkins) Chief Information,
Administrative and
Accounting Officer
(Principal Accounting
Officer)
KURT S. HUNEKE Vice President, Finance and
(Kurt S. Huneke) Treasurer (Principal
Financial Officer)
ROBERT A. BELFER* Director
(Robert A. Belfer)
NORMAN P. BLAKE, JR.* Director
(Norman P. Blake, Jr.)
JOHN H. DUNCAN* Director
(John H. Duncan)
JOE H. FOY* Director
(Joe H. Foy)
WENDY L. GRAMM* Director
(Wendy L. Gramm)
ROBERT K. JAEDICKE* Director
(Robert K. Jaedicke)
RICHARD D. KINDER* Director and President and
(Richard D. Kinder) Chief Operating Officer
CHARLES A. LeMAISTRE* Director
(Charles A. LeMaistre)
JOHN A. URQUHART* Director
(John A. Urquhart)
JOHN WAKEHAM* Director
(John Wakeham)
CHARLS E. WALKER* Director
(Charls E. Walker)
HERBERT S. WINOKUR, JR.* Director
(Herbert S. Winokur, Jr.)
*By: PEGGY B. MENCHACA
(Peggy B. Menchaca)
(Attorney-in-fact for persons indicated)
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
*4(a) - Restated Certificate of Incorporation
of Enron, as amended (Exhibit 4(d) to
Registration Statement No. 33-50641,
filed October 15, 1993).
**4(b) - Certificate of Designations of the
9.142% Perpetual Second Preferred Stock
of Enron Corp.
*4(c) - Bylaws of Enron (Exhibit 3.02 to Enron
Form 10-K Annual Report for 1990, File
No. 1-3423).
5 - Opinion of James V. Derrick, Jr., Esq.,
Senior Vice President and General
Counsel of Enron.
**23(a) - Consent of Arthur Andersen LLP.
**23(b) - Consent of DeGolyer and MacNaughton.
23(c) - The consent of James V. Derrick, Jr.,
Esq., is contained in his opinion filed
as Exhibit 5 hereto.
**24 - Powers of Attorney.
________________
* Incorporated by reference.
** Previously filed.
EXHIBIT 5
March 17, 1995
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
As Senior Vice President and General Counsel of Enron
Corp., a Delaware corporation (the "Company"), I am familiar
with Amendment No. 1 to its Registration Statement on Form
S-3 (Registration No. 33-57903) being filed with the
Securities and Exchange Commission (the "Registration
Statement") under the Securities Act of 1933, as amended,
relating to the offering by the "Selling Stockholders" named
therein of up to 617,452 outstanding shares of the Company's
Common Stock, par value $.10 per share (the "Common Stock").
In connection therewith, I or attorneys on my legal
staff acting under my direction have examined, among other
things, the Restated Certificate of Incorporation, as
amended, and the By-laws of the Company, the corporate
proceedings taken to date with respect to the authorization,
issuance, and sale of the Common Stock, and such other
documents as I or such attorneys have deemed necessary for
the purpose of expressing the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated
and validly existing under the laws of the State of
Delaware; and
2. The shares of Common Stock covered by the
Registration Statement have been duly authorized by all
necessary corporate action, and such shares are validly
issued, fully paid, and non-assessable.
I am a member of the bar of the State of Texas. The
opinion set forth above is limited in all respects to the
laws of the State of Texas, the General Corporation Law of
the State of Delaware, and federal law.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to me under "Validity of Common Stock" in the Prospectus
included in the Registration Statement. By giving such
consent I do not admit that I am an expert with respect to
any part of the Registration Statement, including this
exhibit, within the meaning of the term
"expert" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange
Commission issued thereunder.
Very truly yours,
JAMES V. DERRICK, JR.
James V. Derrick, Jr.
