<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1997
REGISTRATION NOS. 333-18669
333-18669-01
333-18669-02
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
<TABLE>
<S> <C> <C>
ENRON CORP. ENRON PREFERRED FUNDING II, L.P. ENRON CAPITAL TRUST II
(Exact name of registrant (Exact name of registrant as (Exact name of registrant as
as specified in its charter) specified in its certificate of specified in its certificate of
limited partnership) trust)
DELAWARE DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization)
47-0255140 76-0522934 76-6122939
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>
REX R. ROGERS
ASSISTANT GENERAL COUNSEL
ENRON CORP.
1400 SMITH STREET, HOUSTON, TEXAS 77002
(713) 853-3069
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices and agent for service)
---------------------
<TABLE>
<S> <C> <C>
Copies to:
ROBERT S. BAIRD GARY W. ORLOFF RICHARD T. PRINS
VINSON & ELKINS L.L.P. BRACEWELL & PATTERSON, L.L.P. JOHN W. OSBORN
1001 FANNIN, SUITE 2300 711 LOUISIANA, SUITE 2900 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
HOUSTON, TEXAS 77002 HOUSTON, TX 77002 919 THIRD AVENUE
(713) 758-2222 (713) 223-2900 NEW YORK, NEW YORK 10022
(212) 735-3000
</TABLE>
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
EXPLANATORY NOTE
This amendment is being filed solely to complete Part II of this
Registration Statement and include the exhibits that were not previously filed.
<PAGE> 3
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.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee...................... $ 45,455
Accounting Fees and Expenses............................................. 25,000
Legal Fees and Expenses.................................................. 125,000
Fees and Expenses of Transfer Agent, Trustee and Depository.............. 10,000
Blue Sky Fees and Expenses, Including Counsel Fees....................... 5,000
Listing Fees............................................................. 20,000
Printing Expenses........................................................ 150,000
Miscellaneous............................................................ 19,545
----------
Total.......................................................... $ 400,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Enron's Restated Certificate of Incorporation (the "Certificate of
Incorporation") contains provisions under which Enron will indemnify, to the
fullest extent permitted by law, persons who are made a party to an action or
proceeding by virtue of the fact that the individual is or was a director,
officer, or, in certain circumstances, an employee or agent of Enron or another
corporation at Enron's request. The Delaware General Corporation Law generally
permits such indemnification to the extent that the individual acted in good
faith and in a manner which he reasonably believed to be in the best interest of
or not opposed to the corporation or, with respect to criminal matters, if the
individual had no reasonable cause to believe his or her conduct was unlawful.
In addition, the Certificate of Incorporation contains a provision that
eliminates the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duties as a director,
except for liability of a director (i) for breach of the duty of loyalty, (ii)
for actions or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for payment of improper
dividends or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Amended and Restated Declaration of Trust provides, to the fullest
extent permitted by applicable law, for indemnity of the Regular Trustees, any
Affiliate of any Regular Trustee, any officer, director, shareholder, member,
partner, employee, representative or agent of any Regular Trustee, or any
officer, director, shareholder, member, partner, employee, representative or
agent of the Trust or its Affiliates (each a "Company Indemnified Person"), from
and against losses and expenses incurred by such Company Indemnified Person in
connection with any action, suit or proceedings if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Trust, except that if such action, suit or proceedings is by or in the right
of the Trust, the indemnity shall be limited to expenses of such Company
Indemnified person.
The Amended and Restated Limited Partnership Agreement provides that to the
fullest extent permitted by applicable law, the Partnership shall indemnify and
hold harmless each of the General Partner, and any Special Representative, any
Affiliate of the General Partner or any Special Representative, any officer,
director, shareholder, member, partner, employee, representative or agent of the
General Partner or any Special Representative, or any employee or agent of the
Partnership or its Affiliates (each a "Partnership Indemnified Person"), from
and against any loss, damage or claim incurred by such Partnership Indemnified
Person by reason of any act or omission performed or omitted by such Partnership
Indemnified Person in good faith on behalf of the Partnership and in a manner
such Partnership Indemnified Person reasonably believed to be within the scope
of authority conferred on such Partnership Indemnified Person by the Limited
Partnership
II-1
<PAGE> 4
Agreement, except that no Partnership Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Partnership
Indemnified Person by reason of gross negligence or willful misconduct with
respect to such acts or omissions.
The directors and officers of the Company and the Regular Trustees of the
Trust are covered by insurance policies indemnifying them against certain
liabilities that might be incurred by them in such capacities and against which
they cannot be indemnified by the Company or the Trust. Any agents, dealers or
underwriters who execute the agreement filed as Exhibit 1 of this Registration
Statement will agree to indemnify the Company's directors and their officers and
the Trustees who signed the Registration Statement against certain liabilities
that may arise under the Securities Act with respect to information furnished to
the Company or the Trust by or on behalf of any such indemnifying party.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
1* -- Form of Purchase Agreement for the offering of the Preferred
Securities being registered under this Registration Statement.
2* -- Amended and Restated Agreement and Plan of Merger dated as of July
20, 1996 and amended and restated as of September 24, 1996 among
Enron Corp., Enron Oregon Corp. and Portland General Corporation
(Incorporated by reference to Exhibit 2.1 to Enron's Registration
Statement on Form S-4, File No. 333-13791).
3(a)* -- Restated Certificate of Incorporation of Enron, as amended
(Incorporated by reference to Exhibit 3.01 to Enron's Form 10-K
Annual Report for 1994, File No. 1-3423).
3(b)* -- Bylaws of Enron (Incorporated by reference to Exhibit 3.02 to Enron
Form 10-K Annual Report for 1995, File No. 1-3423).
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).
5 -- Opinion of James V. Derrick, Jr., Esq., Senior Vice President and
General Counsel of Enron, as to validity of the Trust Preferred
Securities.
8 -- Opinion of Vinson & Elkins L.L.P. as to certain federal income tax
matters.
12* -- Computations of Ratios of Earnings to Fixed Charges.
23(a)* -- Consent of Arthur Andersen LLP.
23(b)* -- Consent of DeGolyer and MacNaughton.
23(c) -- Consent of James V. Derrick, Jr., Esq. (included in Exhibit 5).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C>
23(d) -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 8).
24* -- Powers of Attorney of certain directors of Enron.
25(a) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank under the Declaration of Trust.
25(b) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank under the Trust Preferred Securities
Guarantee Agreement, the Investment Guarantee Agreements and the
Indenture relating to the Company Debenture.
</TABLE>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrants hereby undertake:
(i) that for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective;
(ii) that for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof; and
(iii) that for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company'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 this registration statement shall be
deemed to be a new registration statement relating to the securities
offered herein, 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
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have 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 a
registrant of expenses incurred or paid by a director, officer or controlling
person of such 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, such 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.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Enron Capital
Trust II 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 10th day of
January, 1997.
ENRON CAPITAL TRUST II
(Registrant)
By: /s/ KEITH A. CRANE
----------------------------------
Keith A. Crane
Regular Trustee
Pursuant to the requirements of the Securities Act of 1933, Enron Preferred
Funding II, L.P. 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 10th day of January, 1997.
ENRON PREFERRED FUNDING II, L.P.
(Registrant)
By: ENRON CORP., as
General Partner
By: /s/ EDMUND P. SEGNER, III
----------------------------------
Edmund P. Segner, III
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, Enron Corp.
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 10th day of
January, 1997.
ENRON CORP.
(Registrant)
By: /s/ EDMUND P. SEGNER, III
----------------------------------
Edmund P. Segner, III
Executive Vice President
II-4
<PAGE> 7
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 Corp., on its own behalf and as general partner of
Enron Preferred Funding II, L.P., on the 10th day of January, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
KENNETH L. LAY Chairman of the Board, Chief Executive Officer
- --------------------------------------------- and Director (Principal Executive Officer)
(Kenneth L. Lay)
ROBERT H. BUTTS Vice President and Controller (Principal
- --------------------------------------------- Accounting Officer)
(Robert H. Butts)
WILLIAM D. GATHMANN Vice President, Finance and Treasurer
- --------------------------------------------- (Principal Financial Officer)
(William D. Gathmann)
ROBERT A. BELFER* Director
- ---------------------------------------------
(Robert A. Belfer)
NORMAN P. BLAKE, JR.* Director
- ---------------------------------------------
(Norman P. Blake, Jr.)
RONNIE C. CHAN* Director
- ---------------------------------------------
(Ronnie C. Chan)
JOHN H. DUNCAN* Director
- ---------------------------------------------
(John A. Duncan)
JOE H. FOY* Director
- ---------------------------------------------
(Joe H. Foy)
WENDY L. GRAMM* Director
- ---------------------------------------------
(Wendy L. Gramm)
ROBERT L. JAEDICKE* Director
- ---------------------------------------------
(Robert L. Jaedicke)
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.)
(Constituting a majority of
the Board of Directors)
*By: /s/ PEGGY B. MENCHACA
- ---------------------------------------------
(Peggy B. Menchaca)
(Attorney-in-fact for persons indicated)
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM NO.
- ---------------------
<S> <C>
1* -- Form of Purchase Agreement for the offering of the Preferred
Securities being registered under this Registration Statement.
2* -- Amended and Restated Agreement and Plan of Merger dated as of July
20, 1996 and amended and restated as of September 24, 1996 among
Enron Corp., Enron Oregon Corp. and Portland General Corporation
(Incorporated by reference to Exhibit 2.1 to Enron's Registration
Statement on Form S-4, File No. 333-13791).
3(a)* -- Restated Certificate of Incorporation of Enron, as amended
(Incorporated by reference to Exhibit 3.01 to Enron's Form 10-K
Annual Report for 1994, File No. 1-3423).
3(b)* -- Bylaws of Enron (Incorporated by reference to Exhibit 3.02 to Enron
Form 10-K Annual Report for 1995, File No. 1-3423).
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).
5 -- Opinion of James V. Derrick, Jr., Esq., Senior Vice President and
General Counsel of Enron, as to validity of the Trust Preferred
Securities.
8 -- Opinion of Vinson & Elkins L.L.P. as to certain federal income tax
matters.
12* -- Computations of Ratios of Earnings to Fixed Charges.
23(a)* -- Consent of Arthur Andersen LLP.
23(b)* -- Consent of DeGolyer and MacNaughton.
23(c) -- Consent of James V. Derrick, Jr., Esq. (included in Exhibit 5).
23(d) -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 8).
24* -- Powers of Attorney of certain directors of Enron.
25(a) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank under the Declaration of Trust.
25(b) -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank under the Trust Preferred Securities
Guarantee Agreement, the Investment Guarantee Agreements and the
Indenture relating to the Company Debenture.
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF JAMES V. DERRICK, JR.]
January 10, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Enron Preferred Funding II, L.P.
1400 Smith Street
Houston, Texas 77002
Enron Capital Trust II
1400 Smith Street
Houston, Texas 77002
Ladies and Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., a
Delaware corporation (the "Company"), I am familiar with the registration of
6,000,000 Trust Originated Preferred Securities (the "Trust Preferred
Securities") and the securities related thereto by Enron Capital Trust II, a
Delaware business trust (the "Trust") pursuant to a Registration Statement on
Form S-3 (Registration Nos. 333-18699, 333-18699-01 and 333-18699-02) (the
"Registration Statement") filed by the Company, the Trust and Enron Preferred
Funding II, L.P., a Delaware limited partnership (the "Partnership") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended.
In connection herewith, I have examined the following documents: the
Registration Statement; the Certificate of Limited Partnership of the
Partnership; the Agreement of Limited Partnership of the Partnership, dated as
of December 23, 1996; a form of Amended and Restated Agreement of Limited
Partnership of the Partnership (the "Partnership Agreement"); the Certificate
of Trust for the Trust; the Declaration of Trust of the Trust, dated as of
December 23, 1996; a form of Amended and Restated Declaration of Trust of the
Trust (the "Declaration of Trust"); and forms of the Trust Guarantee, the
Partnership Guarantee, the Investment Guarantee and the Company Debenture, each
as described in the Registration Statement. In addition, I have reviewed such
other documents and performed such other investigations as I have considered
appropriate in connection with the opinions expressed herein. Capitalized
terms used but not defined herein are used as defined in the Registration
Statement.
<PAGE> 2
Enron Corp.
Enron Preferred Funding II, L.P.
Enron Capital Trust II
January 10, 1997
Page 2
Based on the foregoing, and upon my examination of such questions of
law as I have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, I am
of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.
2. The Trust Preferred Securities, when issued against payment
therefor as described in the Registration Statement, will represent valid and
fully paid and nonassessable undivided beneficial interests in the assets of
the Trust.
3. The Partnership has been duly formed and is validly existing
in good standing as a limited partnership under the Partnership Act.
4. The Partnership Preferred Securities, when issued against
payment therefor as described in the Registration Statement, will represent
valid and, subject to the qualifications set forth in paragraph 5 below, fully
paid and nonassessable limited partner interests in the Partnership.
5. Assuming that the Partnership Preferred Security Holders, as
limited partners of the Partnership, do not participate in the control of the
business of the Partnership, the Partnership Preferred Security Holders, as
limited partners of the Partnership, will have no liability in excess of their
obligations to make payments provided for in the Partnership Agreement and
their share of the Partnership's assets and undistributed profits (subject to
the obligation of a Partnership Preferred Security Holder to repay any funds
wrongfully distributed to it).
6. The Trust Guarantee has been duly authorized by the Company
and, when executed and delivered by the Company (assuming due execution by any
other party thereto), and upon the issuance and sale of the Trust Preferred
Securities to the holders of the Trust Preferred Securities in accordance with
the Registration Statement, will constitute a valid and legally binding
obligation of the Company.
7. The Partnership Guarantee has been duly authorized by the
Company, and when executed and delivered by the Company (assuming due execution
by any other party thereto), and upon the issuance and sale of the Partnership
Preferred Securities to the holders of the Partnership Preferred Securities in
accordance with the Registration Statement, will constitute a valid and legally
binding obligation of the Company.
8. The Investment Guarantees have been duly authorized by the
Company and when executed and delivered by the Company (assuming due execution
by any other party thereto), and
<PAGE> 3
Enron Corp.
Enron Preferred Funding II, L.P.
Enron Capital Trust II
January 10, 1997
Page 3
upon the issuance and sale of the Subsidiary Debentures to the Partnership in
accordance with the Registration Statement, will constitute a valid and legally
binding obligation of the Company.
9. The Company Debenture has been duly authorized by the Company
and when executed and issued by the Company and upon due execution and delivery
of the Indenture by the Company and the issuance and sale of the Company
Debenture to the Partnership in accordance with the Registration Statement,
assuming due authorization, execution and delivery of the Indenture by the
Company Debenture Trustee and due authentication of the Company Debenture by
the Company Debenture Trustee, will constitute a valid and legally binding
obligation of the Company.
I am a member of the bar of the State of Texas. The opinions set
forth above are limited in all respects to the laws of the State of Texas, the
Delaware General Corporation Law, the Delaware Revised Uniform Limited
Partnership Act, the Delaware Business Trust Act and federal laws.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving up this consent, I do not hereby admit that I am within the category of
persons whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.
Very truly yours,
/s/ James V. Derrick, Jr.
-------------------------
James V. Derrick, Jr.
Senior Vice President
and General Counsel
<PAGE> 1
EXHIBIT 8
[VINSON & ELKINS L.L.P. LETTERHEAD]
January 10, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Enron Capital Trust II
c/o Enron Corp.
1400 Smith Street
Houston, Texas 77002
Enron Preferred Funding II, L.P.
c/o Enron Corp.
1400 Smith Street
Houston, Texas 77002
Re: Enron Capital Trust II's issuance and sale of
Trust Originated Preferred Securities
Ladies and Gentlemen:
We have acted as counsel with respect to federal income tax matters to
Enron Corp., a Delaware corporation (the "Company"), Enron Preferred Funding
II, L.P., a limited partnership formed under the Delaware Revised Uniform
Limited Partnership Act (the "Partnership") and Enron Capital Trust II, a
statutory business trust organized under the Business Trust Act of the State of
Delaware (the "Trust"), in connection with the preparation and filing by the
Company, the Partnership and the Trust with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (Registration Nos.
333-18699, 333-18699-01, 333-18699-02) (as amended, the "Registration
Statement")1 under the Securities Act of 1933 with respect to (i) the issuance
and sale of the Trust Securities, (ii) the issuance and sale of the Partnership
Preferred Securities, (iii) the issuance and sale of the Company Debenture and
(iv) the issuance and sale of the Trust Guarantee and the Investment
Guarantees.
- ------------------------------
1 Capitalized terms used but not defined herein have the
meanings ascribed to them in the Registration Statement.
<PAGE> 2
Enron Corp.
Enron Capital Trust II
Enron Preferred Funding II, L.P.
January 10, 1997
Page 2
In rendering our opinions, we have reviewed and relied upon (i) the
facts set forth in the Registration Statement, (ii) the forms of the
Declaration, the Limited Partnership Agreement, the Trust Securities, the
Partnership Preferred Securities, the Debentures, the Partnership Guarantee,
the Trust Guarantee and the Investment Guarantee, each filed as an exhibit to
the Registration Statement, and (iii) certain representations made by officers
of the Company and certain of its subsidiaries.
On the basis of the foregoing, and assuming that the Partnership and
the Trust are formed and will be maintained in compliance with the terms of the
Limited Partnership Agreement and the Declaration, respectively, we hereby
confirm (i) our opinions set forth in the Registration Statement under the
caption "Certain Federal Income Tax Considerations" and (ii) that, subject to
the qualifications set forth therein, the discussion set forth in the
Registration Statement under such caption is an accurate summary of the United
States federal income tax matters described therein.
We express no opinion with respect to the transactions described in
the Registration Statement other than as expressly set forth herein. Moreover,
we note that there is no authority directly on point dealing with securities
such as the Trust Preferred Securities or transactions of the type described
therein, and that our opinions are not binding on the Internal Revenue Service
or the courts, either of which could take a contrary position. Nevertheless,
we believe that if challenged, the opinions set forth in the Registration
Statement would be sustained by a court with jurisdiction in a properly
presented case.
Our opinions are based upon the Internal Revenue Code of 1986, as
amended, the Treasury regulations promulgated thereunder, and other relevant
authorities, all as in effect on the date hereof. Consequently, future changes
in the law may cause the tax treatment of the transactions referred to herein
to be materially different from that described in the Registration Statement.
We hereby consent to the use of our name in the Registration Statement
and to the filing of this letter as an exhibit to the Registration Statement.
In giving this consent, however, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 and the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
<PAGE> 1
EXHIBIT 25(a)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
ENRON CAPITAL TRUST II
(Exact name of obligor as specified in its charter)
DELAWARE 76-6122939
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1400 SMITH STREET
HOUSTON, TEXAS (713) 853-3069 77002
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 10TH day
of JANUARY, 1997.
THE CHASE MANHATTAN BANK
By /s/ R.J. HALLERAN
-------------------------------
R.J. Halleran
Second Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .............................. $ 4,167
Interest-bearing balances ...................... 5,094
Securities:
Held to maturity securities ......................... 3,367
Available for sale securities ....................... 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................. 7,204
Securities purchased under agreements to resell 136
Loans and lease financing receivables:
Loans and leases, net of unearned income ....... $ 67,215
Less: Allowance for loan and lease losses ...... 1,768
Less: Allocated transfer risk reserve .......... 75
--------
Loans and leases, net of unearned income,
allowance, and reserve ......................... 65,372
Trading Assets
28,610
Premises and fixed assets (including capitalized
leases)
1,326
Other real estate owned ............................. 26
Investments in unconsolidated subsidiaries and
associated companies ........................... 68
Customer's liability to this bank on acceptances
outstanding
995
Intangible assets
309
Other assets
6,993
TOTAL ASSETS
$151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
Deposits
In domestic offices ................................. $46,917
Noninterest-bearing ................................. $16,711
Interest-bearing .................................... 30,206
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ........................................... 31,577
Noninterest ......................................... $ 2,197
Interest-bearing .................................... 29,380
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................. 12,155
Securities sold under agreements to repurchase ...... 8,536
Demand notes issued to the U.S. Treasury ................. 1,000
Trading liabilities
20,914
Other Borrowed money:
With a remaining maturity of one year or less ....... 10,018
With a remaining maturity of more than one year ..... 192
Mortgage indebtedness and obligations under capitalized
leases
. ........................................................ 12
Bank's liability on acceptances executed and outstanding . 1,001
Subordinated notes and debentures ........................ 3,411
Other liabilities
. ........................................................ 8,091
TOTAL LIABILITIES......................................... 143,824
EQUITY CAPITAL
Common stock ............................................. 620
Surplus .................................................. 4,664
Undivided profits and capital reserves ................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ......................... (633)
Cumulative foreign currency translation adjustments ...... 8
TOTAL EQUITY CAPITAL ..................................... 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................ $151,453
========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25(b)
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
ENRON CORP.
(Exact name of obligor as specified in its charter)
DELAWARE 47-0255140
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1400 SMITH STREET
HOUSTON, TEXAS (713) 853-3069 77002
(Address of principal executive offices) (Zip Code)
-------------------------------------------
DEBT SECURITIES
TRUST PREFERRED GUARANTEE AGREEMENT
AFFILIATE DEBENTURE GUARANTEE (SUBSIDIARY A)
AFFILIATE DEBENTURE GUARANTEE (SUBSIDIARY B)
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 10TH day
of JANUARY, 1997.
THE CHASE MANHATTAN BANK
By /s/ R.J. HALLERAN
-------------------------------
R.J. Halleran
Second Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .............................. $ 4,167
Interest-bearing balances ...................... 5,094
Securities:
Held to maturity securities ......................... 3,367
Available for sale securities ....................... 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................. 7,204
Securities purchased under agreements to resell 136
Loans and lease financing receivables:
Loans and leases, net of unearned income ....... $ 67,215
Less: Allowance for loan and lease losses ...... 1,768
Less: Allocated transfer risk reserve .......... 75
--------
Loans and leases, net of unearned income,
allowance, and reserve ......................... 65,372
Trading Assets
28,610
Premises and fixed assets (including capitalized
leases)
1,326
Other real estate owned ............................. 26
Investments in unconsolidated subsidiaries and
associated companies ........................... 68
Customer's liability to this bank on acceptances
outstanding
995
Intangible assets
309
Other assets
6,993
TOTAL ASSETS
$151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
Deposits
In domestic offices ................................. $46,917
Noninterest-bearing ................................. $16,711
Interest-bearing .................................... 30,206
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ........................................... 31,577
Noninterest ......................................... $ 2,197
Interest-bearing .................................... 29,380
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................. 12,155
Securities sold under agreements to repurchase ...... 8,536
Demand notes issued to the U.S. Treasury ................. 1,000
Trading liabilities
20,914
Other Borrowed money:
With a remaining maturity of one year or less ....... 10,018
With a remaining maturity of more than one year ..... 192
Mortgage indebtedness and obligations under capitalized
leases
. ........................................................ 12
Bank's liability on acceptances executed and outstanding . 1,001
Subordinated notes and debentures ........................ 3,411
Other liabilities
. ........................................................ 8,091
TOTAL LIABILITIES......................................... 143,824
EQUITY CAPITAL
Common stock ............................................. 620
Surplus .................................................. 4,664
Undivided profits and capital reserves ................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ......................... (633)
Cumulative foreign currency translation adjustments ...... 8
TOTAL EQUITY CAPITAL ..................................... 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................ $151,453
========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
