<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C> <C>
ENRON CAPITAL TRUST II ENRON CORP. ENRON PREFERRED FUNDING II, L.P.
(Exact name of registrant (Exact name of registrant (Exact name of registrant
as specified in its as specified in as specified in its certificate
certificate of trust) its charter) of limited partnership)
DELAWARE DELAWARE DELAWARE
(State of incorporation (State of incorporation (State of incorporation
or organization) or organization) or organization)
76-6122939 47-0255140 76-0522934
(I.R.S. Employer (I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.) Identification No.)
1400 SMITH STREET, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
8 1/8% Trust Originated Preferred Securities
(Title of each class to be so registered)
New York Stock Exchange
(Name of each exchange on which
each class is to be registered)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(Title of Class)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the 8 1/8% Trust
Originated Preferred Securities (the "Trust Preferred Securities") of Enron
Capital Trust II, a statutory business trust formed under the Delaware Business
Trust Act, as amended ("Enron Capital Trust").
For a description of the Trust Preferred Securities (including the related
Partnership Preferred Securities, the Partnership Guarantee, the Trust Preferred
Securities Guarantee, the Investment Guarantee and the Company Debenture)
reference is made to the description of the Trust Preferred Securities (and
related securities) included in the prospectus to be filed with the Securities
and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933,
as amended, in connection with the Registration Statement on Form S-3 (the "S-3
Registration Statement") (Registration Nos. 333-18669, 333-18669-01 and
333-18669-02) of Enron Corp., Enron Capital Trust and Enron Preferred
Funding II, L.P. (the "Prospectus"). Such Prospectus is incorporated herein by
reference.
ITEM 2. EXHIBITS.
The securities described herein are to be listed on the New York Stock
Exchange, on which no other securities of Enron Capital Trust are listed.
Accordingly, the following exhibits required in accordance with Part II to the
Instructions as to exhibits on Form 8-A have been duly filed with the New York
Stock Exchange.
<TABLE>
<S> <C>
4(a)* -- Certificate of Trust of Enron Capital Trust II.
4(b)* -- Form of Amended and Restated Declaration of Trust of Enron Capital
Trust II.
4(c)* -- Certificate of Limited Partnership of Enron Preferred Funding II, L. P.
4(d)* -- Form of Amended and Restated Agreement of Limited Partnership of
Enron Preferred Funding II, L. P.
4(e)* -- Form of Trust Preferred Securities Guarantee Agreement between Enron
Corp. and The Chase Manhattan Bank, as guarantee trustee.
4(f)* -- Form of Partnership Guarantee Agreement between Enron Corp. and The
Chase Manhattan Bank, as guarantee trustee.
4(g)* -- Form of Indenture between Enron Corp. and The Chase Manhattan Bank,
as trustee.
4(h)* -- Form of Affiliate Debenture Guarantee Agreement by Enron Corp. and
The Chase Manhattan Bank, as guarantee trustee.
4(i)* -- Form of Trust Preferred Security (included in Exhibit 4(b) above).
4(j)* -- Form of Partnership Preferred Security (included in Exhibit 4(d)
above).
4(k)* -- Form of Subordinated Debenture (included in Exhibit 4(g) above).
</TABLE>
- ---------------
* Incorporated herein by reference to the like-numbered exhibits to the S-3
Registration Statement.
1
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
ENRON CAPITAL TRUST II
By: /s/ KEITH A. CRANE
Keith A. Crane, Regular Trustee
ENRON PREFERRED FUNDING II, L.P.
By: Enron Corp., as general partner
By: /s/ PEGGY B. MENCHACA
Peggy B. Menchaca
Vice President and Secretary
ENRON CORP.
By: /s/ PEGGY B. MENCHACA
Peggy B. Menchaca
Vice President and Secretary
Date: January 13, 1997
