<PAGE> 1
As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. 333-22739
- --------------------------------------------------------------------------------
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]
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. [ ]
--------------------
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............. 330,968 $39.875 $13,197,349 $3,993(3)
shares
16,825 $37.00 $622,525
shares $196(4)
=============================================================================================================
</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 28, 1997 and April 16, 1997).
(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> 2
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.
PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 17, 1997
347,793 SHARES
COMMON STOCK
$.10 PAR VALUE
--------------------
This Prospectus relates to up to 347,793 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 April 16, 1997, the last reported sales price of the Common
Stock on the New York Stock Exchange was $37.00 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 _________, 1997.
<PAGE> 3
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 or from
the site maintained by the Commission on the Internet World Wide Web at
http://www.sec.gov. 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.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Enron (File No.
1-3423) pursuant to 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,
1996;
(b) Current Report on Form 8-K filed on March 17, 1997; and
(c) Joint Proxy Statement/Prospectus relating to the Enron Corp.
Special Meeting of Stockholders held November 12, 1996.
In lieu of incorporating the description of Enron's capital
stock set forth in the Exchange Act registration statement relating to
such securities, a description of the Enron capital stock is included
herein under the heading "Description of Capital Stock."
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 and electricity company headquartered in Houston, Texas.
Essentially all of Enron's operations are conducted through its subsidiaries
and affiliates which are principally engaged in the transportation and
wholesale marketing of natural gas to markets throughout the United States and
internationally through approximately 36,000 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, natural gas liquids facilities and pipelines in the
United States and internationally; and the non-price regulated purchasing and
marketing of electricity and other energy related commitments.
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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), and all
such pipelines 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; Transwestern, principally the
California market and pipeline interconnects on the east end of Transwestern's
system; and Florida Gas, the State of Florida. In addition, Enron holds a 13%
interest in Northern Border Partners, L.P., which owns a 70% interest in the
Northern Border Pipeline system. An Enron subsidiary operates the Northern
Border Pipeline system, which transports gas from western Canada to delivery
points in the midwestern United States.
DOMESTIC GAS AND POWER SERVICES. Through its wholly owned subsidiary
Enron Capital & Trade Resources Corp. and its affiliated companies ("ECT"),
Enron purchases natural gas, natural gas liquids, electricity and other energy
products through a variety of contractual arrangements, including both
short-term and long-term contracts, the arrangement of production payment and
other financing transactions, and other contractual arrangements. ECT markets
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, natural gas
liquids and electricity transactions through both physical delivery and
financial arrangements.
ECT offers a broad range of non-price regulated natural gas merchant
services by tailoring a variety of supply and marketing options to its
customers' specific needs. ECT's strategy is to provide predictable pricing,
reliable delivery and low cost capital to its customers. ECT provides these
services through a variety of instruments, including forward contracts, swap
agreements and other contractual commitments.
ECT recently established Enron Energy Services ("EES") to pursue the
significant growth opportunities in anticipation of a fully competitive retail
natural gas and electricity market. As states begin to deregulate their
natural gas and electricity markets, and as these markets continue to converge,
EES's goal is to provide end-users with a broad range of energy choices at more
competitive prices. EES has participated in selected natural gas and electric
retail marketing pilot programs, including a state-wide electricity pilot in
New Hampshire, where individual customers are free to select the power provider
of their choice. EES will endeavor to continue to participate in such programs.
INTERNATIONAL OPERATIONS AND DEVELOPMENT. Enron's international
activities principally involve the independent (non-utility) development,
acquisition, financing, promotion and operation of natural gas and power
projects in emerging markets, and the marketing of natural gas liquids and
other liquid fuels. 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,
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Guatemala, the Dominican Republic, the Philippines and China; pipeline systems
in Argentina and Colombia; retail gas and propane sales in the Caribbean basin;
processing of natural gas liquids at Teesside, England; and marketing of
natural gas liquids and other liquid fuels worldwide. Enron is also involved
in power, pipeline and liquefied natural gas projects in varying stages of
development in China, India, Puerto Rico, Italy, Turkey, Qatar, Vietnam,
Israel, Jordan, Bolivia, Brazil, Indonesia and elsewhere.
Enron Global Power & Pipelines L.L.C., a Delaware limited liability
company ("EPP"), was formed by Enron to acquire, own and manage operating power
plants and natural gas pipelines around the world. EPP's assets consist of
interests 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), a 4,104 mile natural gas pipeline system
in Argentina, a 357 mile natural gas pipeline in Colombia and a 185 megawatt
oil-fired, barge mounted power plant in the Dominican Republic. Enron formed
EPP in 1994 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. Enron owns approximately 52% of the common shares of EPP.
EXPLORATION AND PRODUCTION. Substantially all of Enron's natural gas
and crude oil exploration and production operations are conducted by its
subsidiary, Enron Oil & Gas Company ("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,
India and, to a lesser extent, selected other international areas. At December
31, 1996, EOG had estimated net proved natural gas reserves of 3,675 billion
cubic feet, including 1,180 billion cubic feet of proved undeveloped methane
reserves in the Big Piney, Wyoming deep Paleozoic formations, and estimated net
proved crude oil, condensate and natural gas liquids reserves of 55 million
barrels, and at such date, approximately 74% of EOG's reserves (on a natural
gas equivalent basis) was located in the United States, 9% in Canada, 10% in
Trinidad, and 7% in India. Enron currently owns 53% of the outstanding common
stock of EOG.
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RECENT DEVELOPMENTS
PENDING ACQUISITION OF PORTLAND GENERAL CORPORATION. Enron announced
on July 22, 1996 that it had signed an agreement to merge with Portland General
Corporation ("PGC") in a stock-for-stock transaction. PGC is an electric
utility holding company, serving retail electric customers in northwest Oregon
as well as wholesale electricity customers throughout the western United
States. Enron initially proposed to issue approximately 51 million common
shares, valued at approximately $2.1 billion as of July 22, 1996, to
shareholders of PGC in a one-for-one exchange of shares, as a result of which
Enron would be the surviving corporation. On April 14, 1997, Enron and PGC
announced that their respective board of directors had approved an amendment to
the merger agreement providing for, among other things, a revised share
exchange ratio of 0.9825 shares of Enron common stock for each share of PGC
common stock. Following the merger, former PGC shareholders will own
approximately 16% of the outstanding common shares of the combined entity. The
amended merger agreement continues to provide that, unless certain regulatory
reforms are enacted, Enron will reincorporate as an Oregon corporation prior to
completing the merger with PGC. Enron will consolidate PGC's debt
(approximately $1.1 billion at December 31, 1996) and account for the
transaction on a purchase accounting basis. The original merger agreement was
approved by each company's shareholders on November 12, 1996. The amended
merger agreement requires PGC shareholder approval, but does not require Enron
shareholder approval. It is expected that supplemental proxy materials will be
filed with the Commission sometime in late April 1997, and, subject to
Commission review, a PGC shareholder vote is currently expected to occur at
PGC's annual shareholder meeting in late June 1997. The merger also remains
subject to satisfactory receipt of regulatory approval from the Oregon Public
Utility Commission ("OPUC") consistent with certain conditions in the amended
Enron/PGC merger agreement. The OPUC's final decision is currently scheduled
for early June 1997. Enron and PGC have received all other regulatory approvals
required for the merger. Proxy materials containing more detailed information
about PGC and the proposed original merger agreement have been filed with the
Commission. Such documents, as well as the supplemental proxy materials to be
filed, may be obtained as set forth under "Available Information."
SALE OF LIQUIDS ASSETS. During the first quarter of 1997, Enron
completed the sale of (i) the stock of Enron Liquids Pipeline Company, a wholly
owned subsidiary and the general partner and 15% owner and operator of Enron
Liquids Pipeline, L.P., (ii) the stock of Enron Louisiana Energy Company, a
natural gas processor and natural gas liquids producer and fractionator, which
owns or holds majority interests in five processing plants, two liquids
pipelines and a salt dome storage facility in Louisiana, (iii) its wholesale
propane business, (iv) the stock of Enron Gas Processing Company, which owns
leasehold and fee interests in the Bushton gas processing and natural gas
liquids storage complex in Kansas, and (v) the general and limited partner
interests in Enron Gathering Limited Partnership, which owns and operates an
extensive natural gas gathering system in the Hugoton basin of Kansas and
Oklahoma. The sale of these non- strategic North American liquids assets is
consistent with Enron's previously announced strategy of focusing on core
businesses, and is not material to Enron's operations.
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SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock which may be regarded as beneficially
owned by such Selling Stockholder, and the number of shares being offered
hereby by such Selling Stockholder as of the date hereof.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Selling Stockholder Beneficially Owned Offered
- ------------------- ------------------ ----------------
<S> <C> <C>
Dehlsen, James G.P. and Deanna C. 61,770 61,770
Karas, Kenneth C. and Celestle K. 61,738 21,424
Gates, Robert H. 7,752 7,752
Gates, Rebecca M. 3,283 3,283
Reynolds, Daniel G. 5,050 5,050
Reynolds, Cecilia L. 5,050 5,050
Davies, Albert K. 2,976 2,976
Davies, Dana 1,488 1,488
Anderson, Craig A. 2,521 2,521
Barber, Thomas 2,480 2,480
Bradstreet Investment Co. 1,736 1,736
Trenton Family Trust 1,587 1,587
Helzel Kirshman LP 1,488 1,488
Environmental Private 39,977 39,977
Equity Fund II, L.P.
Environmental Venture Fund, L.P. 9,995 9,995
APEX Investment Fund II, L.P. 13,326 13,326
The Productivity Fund II, L.P. 13,326 13,326
VCM Venture Capital Management 2,666 2,666
Argentum Capital Partners, L.P. 2,666 2,666
Bayview Venture Investors, Ltd. 1,333 1,333
Trust Company of the West,
not in its individual capacity but only
as Trustee of the Trust established pursuant
to an Individual Trust Agreement dated as of
January 31, 1987, as amended, between The
Boilermaker-Blacksmith Pension Trust and itself. 31,443 31,443
Heinz, Steven D. 176,900 114,456
</TABLE>
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The Shares being offered hereby are owned by the Selling Stockholders,
who acquired them from Enron pursuant to transactions exempt from the
registration requirements.
James G.P. Dehlsen and Kenneth C. Karas are Directors of Enron
Renewable Energy Corp., a subsidiary of Enron.
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At March 1, 1997, 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) 1,370,575 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 255,948,170 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
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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
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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
10
<PAGE> 12
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.
MERGER AGREEMENT WITH PORTLAND GENERAL CORPORATION
As discussed previously, Enron has signed an agreement to merge with
PGC, and such merger agreement provides, among other things, that unless
certain regulatory reforms are enacted prior to the consummation of the merger,
Enron will reincorporate as an Oregon corporation in conjunction with
consummation of the merger with PGC. Under the merger agreement, and subject
to the terms and conditions thereof, (i) Enron will be reincorporated as an
Oregon corporation by merging with and into Enron Oregon Corp., an Oregon
corporation and a wholly-owned subsidiary of Enron ("New Enron") (the
"Reincorporation Merger") and (ii) immediately thereafter, PGC will merge with
and into New Enron, with New Enron being the surviving corporation. In the
Reincorporation Merger, each issued and outstanding share of the common stock,
par value $.10 per share, of Enron will be converted into one share of the
common stock, without par value,
11
<PAGE> 13
of New Enron ("New Enron Common Stock"). There is currently no established
trading market for New Enron Common Stock, although an application will be made
to have the New Enron Common Stock listed for trading on the New York Stock
Exchange following the Reincorporation Merger.
The information contained herein under "Description of Capital Stock"
may change if Enron reincorporates as an Oregon corporation as a result of the
merger with PGC. New Enron and Enron have previously filed with the Commission
a Registration Statement No. 333-13791 on Form S-4 under the Securities Act
with respect to the New Enron Common Stock to be issued in the merger with PGC.
For further information, reference is hereby made to such Registration
Statement on Form S-4, copies of which may be obtained from the Commission or
Enron as set forth herein. The Restated Articles of Incorporation of New Enron
("New Enron Charter") and the proposed form of New Enron Bylaws are included as
exhibits to the Registration Statement of which this Prospectus is a part.
Generally, the terms of the New Enron Charter and the New Enron Bylaws are
substantially similar to those of the Restated Certificate of Incorporation of
Enron and the Enron Bylaws, respectively, except for changes necessary to
comply with Oregon law.
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.
12
<PAGE> 14
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, 1996,
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, 1996, 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.
13
<PAGE> 15
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PROSPECTUS
Available Information . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . 3
Business of Enron . . . . . . . . . . . . . . . 3
Recent Developments . . . . . . . . . . . . . . 6
Selling Stockholders . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . 8
Plan of Distribution . . . . . . . . . . . . . 12
Validity of Common Stock . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
347,793 SHARES
[ENRON LOGO]
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
------------------------------
PROSPECTUS
------------------------------
<PAGE> 16
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>
Filing Fee for Registration Statement . . . . . . . $ 4,189
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 . . . . . . . . . . . . . . . . . . . 2,811
--------
Total . . . . . . . . . . . . . . . . . . . . . . . $ 25,000
========
</TABLE>
- --------------
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
II-1
<PAGE> 17
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.
II-2
<PAGE> 18
(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.
ITEM 16. EXHIBITS.
*4(a) - Restated Certificate of Incorporation of Enron, as amended
(Exhibit 3.01 to Annual Report of Enron Corp. on Form 10-K
for the year ended December 31, 1994).
*4(b) - Bylaws of Enron (Exhibit 3.02 to Annual Report of Enron
Corp. on Form 10-K for the year ended December 31, 1995).
*4(c) - Restated Articles of Incorporation of New Enron (Exhibit
3.1 to Enron's Form S-4 Registration Statement No.
333-13791 filed October 9, 1996).
*4(d) - Form of Bylaws of New Enron (Exhibit 3.2 to Enron's Form
S-4 Registration Statement No. 333-13791 filed October 9,
1996).
5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to the validity
of the Common Stock.
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 of certain directors of Enron Corp.
- --------------------
*Incorporated by reference as indicated.
**Previously filed.
II-3
<PAGE> 19
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
II-4
<PAGE> 20
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.
II-5
<PAGE> 21
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 16th day of
April, 1997.
ENRON CORP.
(Registrant)
By: /s/ RICHARD A. CAUSEY
------------------------------------
(Richard A. Causey)
Senior Vice President and Chief
Accounting and Information 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 16th day of April, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ KENNETH L. LAY Chairman of the Board, Chief Executive
- ------------------------------- Officer and Director (Principal Executive
(Kenneth L. Lay) Officer)
/s/ RICHARD A. CAUSEY Senior Vice President and Chief
- ------------------------------- Accounting and Information Officer
(Richard A. Causey) (Principal Accounting Officer)
/s/ ANDREW S. FASTOW Senior Vice President, Finance
- ------------------------------- (Principal Financial Officer)
(Andrew S. Fastow)
ROBERT A. BELFER* Director
- -------------------------------
(Robert A. Belfer)
NORMAN P. BLAKE, JR.* Director
- -------------------------------
(Norman P. Blake, Jr.)
RONNIE C. CHAN* Director
- -------------------------------
(Ronnie C. Chan)
</TABLE>
II-6
<PAGE> 22
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
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)
CHARLES A. LeMAISTRE* Director
- -----------------------------
(Charles A. LeMaistre)
JEFFREY K. SKILLING* Director and President and
- ----------------------------- Chief Operating Officer
(Jeffrey K. Skilling)
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: /s/PEGGY B. MENCHACA
--------------------------
(Peggy B. Menchaca)
(Attorney-in-fact for persons indicated)
</TABLE>
II-7
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C> <C>
*4(a) - Restated Certificate of Incorporation of Enron, as amended (Exhibit 3.01 to Annual Report of
Enron Corp. on Form 10-K for the year ended December 31, 1994).
*4(b) - Bylaws of Enron (Exhibit 3.02 to Annual Report of Enron Corp. on Form 10-K for the year ended
December 31, 1995).
*4(c) - Restated Articles of Incorporation of New Enron (Exhibit 3.1 to Enron's Form S-4 Registration
Statement No. 333-13791 filed October 9, 1996).
*4(d) - Form of Bylaws of New Enron (Exhibit 3.2 to Enron's Form S-4 Registration Statement No. 333-
13791 filed October 9, 1996).
5 - Opinion of James V. Derrick, Jr., Esq., Senior Vice President and General Counsel of Enron as
to the validity of the Common Stock.
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 of certain directors of Enron Corp.
</TABLE>
- --------------------
*Incorporated by reference.
**Previously filed.
<PAGE> 1
EXHIBIT 5
April 16, 1997
Enron Corp.
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 its Registration
Statement on Form S-3 being filed with the Securities and Exchange Commission
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the sale from time to time by the "Selling Stockholders" named
therein of up to an aggregate of 347,793 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 of the United States.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
February 17, 1997, included in Enron Corp.'s Annual Report on Form 10-K for
the year ended December 31, 1996, and to all references to our Firm included
in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
April 10, 1997
<PAGE> 1
EXHIBIT 23.b
[DEGOLYER AND MACNAUGHTON LETTERHEAD]
April 7, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
In connection with Amendment No. 1 to Registration Statement No.
333-22739 on Form S-3 (the Registration Statement), to be filed with the
Securities and Exchange Commission on or about April 10, 1997, by Enron Corp.,
DeGolyer and MacNaughton hereby consents to the incorporation in said
Registration Statement of the references to our firm and to the opinions
delivered to Enron Oil & Gas Company (the Company) regarding our comparison of
estimates prepared by us with those furnished to us by the Company of the
proved oil, condensate, natural gas liquids, and natural gas reserves of
certain selected properties owned by the Company. The opinions are contained in
our letter reports dated January 13, 1995, January 22, 1996, and January 17,
1997, for estimates, as of January 1, 1995, December 31, 1995, and December 31,
1996, respectively. The opinions are referred to in the section "Oil and Gas
Exploration and Production Properties and Reserves--Reserve Information" in
Enron Corp.'s Annual Report on Form 10-K for the year ended December 31, 1996,
and in Note 19 to the Enron Corp. consolidated financial statements included in
Enron Corp.'s Form 10-K for the year ended December 31, 1996. DeGolyer and
MacNaughton also consents to the incorporation by reference in the Registration
Statement of its letter report, dated January 17, 1997, addressed to the
Company, which is included as Exhibit 23.03 to Enron Corp.'s Annual Report on
Form 10-K for the year ended December 31, 1996. DeGolyer and MacNaughton also
consent to the references to us in the section "Experts" in the Prospectus that
is a part of the Registration Statement.
Very truly yours,
/s/ DEGOLYER AND MACNAUGHTON
DeGOLYER and MacNAUGHTON
