<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
KAFUS INDUSTRIES LTD.
---------------------
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
-------------------------------
(Title of Class of Securities)
482910 10 6
------------
(CUSIP Number)
Julia Murray
General Counsel - Finance
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-6161
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 7, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box:[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 20
<PAGE> 2
SCHEDULE 13D
CUSIP NO.: 482910 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
ECT Merchant Investments Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,108,499
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,108,499
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,108,499
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 2 of 20
<PAGE> 3
SCHEDULE 13D
CUSIP NO.: 482910 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Sundance Assets, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 10,199,520
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,199,520
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,199,520
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 3 of 20
<PAGE> 4
SCHEDULE 13D
CUSIP NO.: 482910 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Enron North America Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 14,058,019
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,058,019
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,058,019
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 4 of 20
<PAGE> 5
SCHEDULE 13D
CUSIP NO.: 482910 10 6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 14,058,019
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,058,019
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,058,019
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 5 of 20
<PAGE> 6
STATEMENT ON SCHEDULE 13D/A
Note: This Schedule 13D/A amendment is being filed by (i) Sundance Assets, L.P.
("Sundance"), (ii) Enron North America Corp. ("ENA"; formerly named Enron
Capital & Trade Resources Corp.), (iii) Enron Corp. ("Enron"), and (iv) ECT
Merchant Investments Corp. ("ECT Merchant"), which are collectively referred to
as the "Reporting Entities." All information with respect to Kafus Industries,
Ltd., a British Columbia corporation (the "Issuer"), is presented to the best
knowledge and belief of the Reporting Entities. The joint Schedule 13D of Enron
and ENA dated July 27, 1997, as amended by Schedule 13D/As dated September 4,
1998, January 12, 1999, March 22, 1999, January 3, 2000, and March 20, 2000, is
further amended by the following:
Item 2. Identity and Background.
The Schedules to this statement report current information regarding the
officers and directors of ECT Merchant, Enron Ponderosa Management Holdings,
Inc. ("EPMH"), ENA, and Enron. None of the Reporting Entities nor, to their
knowledge, any person listed on the Schedules hereto, has been, during the last
five years (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities subject
to, U.S. federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration; Item 4. Purpose of
Transaction and Item 5. Interest in Securities of the Issuer.
A. Changes in Reported Information. This Schedule 13D amendment
reports: (i) the purchase by ECT Merchant of a convertible promissory note, (ii)
the purchase by ECT Merchant of a 100,000 share warrant, (iii) the execution of
certain releases and registration rights and other agreements related to the
purchase of the foregoing instruments, (iv) the expected accrual of a right to
obtain approximately
Page 6 of 20
<PAGE> 7
272,480 shares of common stock, no par value per share ("Common Stock"), that
are payable as dividends on the Series I Preference Shares (the "Preference
Shares") for the first semiannual period of 2000, (v) the appointment of an ENA
nominee to the Issuer's board of directors, and (vi) the accrual of additional
convertible interest on the Term A Note. These events are further described as
follows:
(i). Term Loan D. On June 7, 2000, the Issuer issued to ECT
Merchant a Convertible Promissory Note (Term Loan D), dated as of June 5, 2000,
in the original principal amount of $1,000,000 (the "Term D Note") in
consideration of $1,000,000 in principal advanced thereunder. The outstanding
principal balance and interest accrued on the note (which accrues at 15% simple
interest per annum) are convertible at any time at the holder's option into
Common Stock at a price per share equal to the lesser of (a) U.S.$4.00 and (b)
the trade weighted average price of such shares (as reported on Bloomberg) for
the five trading days preceding conversion. At an estimated trade weighted
average price of $3.67, the principal component would convert into approximately
271,000 shares of Common Stock. A copy of Term D Note is attached hereto as
Exhibit 2.
(ii). June 2000 Warrant. On June 7, 2000, the Issuer also
issued to ECT Merchant a warrant to acquire 100,000 shares of Common Stock (the
"June 2000 Warrant"). The exercise price of this warrant, subject to certain
antidilution adjustments, is equal to the lesser of (a) U.S.$4.00 and (b) the
trade weighted average price (as reported on Bloomberg) of such shares for the
five trading days preceding conversion. The exercise period of the June 2000
Warrant terminates on June 30, 2010. A copy of the June 2000 Warrant is attached
hereto as Exhibit 3. Both the Term D Note and the June 2000 Warrant were
purchased pursuant to an Amendment to Amended and Restated Note Agreements dated
as of June 5, 2000 among the Issuer, ECT Merchant, Sundance, and ENA, in its
capacity as Servicer of certain investments held by ENA CLO I Holding Company I
L.P. (the "Note Agreement Amendment"). A copy of the Note Agreement Amendment is
attached hereto as Exhibit 1.
Page 7 of 20
<PAGE> 8
(iii). Related Agreements. In consideration of the advancement
of the loan represented by the Term D Note, the Issuer also (a) granted the
release set forth as Exhibit 5, (b) granted certain registration rights with
respect to the Term D Note and the Warrants pursuant to the Registration Rights
Agreement set forth as Exhibit 4, and (c) executed an Amendment to Warrant
Agreement dated as of June 5, 2000 between the Issuer and ECT Merchant in the
form set forth as Exhibit 6. This Amendment to Warrant Agreement amended the
Warrant Agreement dated as of March 11, 1999 to incorporate the June 2000
Warrant.
(iv). Expected Accrual of Dividend Rights. Assuming that the
Average Price of the Common Stock during the 30-day period preceding June 30,
2000 will be approximately $3.67, Sundance will be entitled to receive 272,480
shares of Common Stock on June 30, 2000 in payment of dividends accrued on the
Preference Shares.
(iv). Appointment of Director. Mr. Randy Maffett, a Vice
President of ENA, was appointed to the board of directors of the Issuer on June
5, 2000.
(v). Expected Accrual of Convertible Interest. Assuming that
the Average Price of the Common Stock during the 30-day period preceding June
10, 2000 would be approximately $3.67, the interest accrued through such date
with respect to the Convertible Promissory Note (Term Loan A) dated as of
December 31, 1998 can be converted into approximately 413,164 shares of Common
Stock.
B. Beneficial Ownership.
(i) Sundance. Sundance directly owns 1,730,001 shares of
Common Stock. It also holds the following instruments that, subject to
antidilution adjustments, are exercisable or convertible within the next sixty
days into an aggregate of 10,199,520 shares of Common Stock: (a) five warrants
to purchase 1,000,000, 500,000, 750,000, 45,000, and 250,000 shares of Common
Stock, respectively, which are immediately exercisable, (b) 15,000 Series I
Preference Shares ("Preference Shares"), which may be converted into 3,750,000
shares of Common Stock at any time, (c) a Convertible Promissory
Page 8 of 20
<PAGE> 9
Note (Term Loan A) issued by the Issuer in the original principal amount of $10
million (the "Term Loan A Note"), which has (x) a principal balance of $10
million that may be converted into 1,250,000 shares of Common Stock at any time
and (y) an interest component which, including the interest accrued through June
15, 1999, may be converted upon conversion of such note into 413,164 shares of
Common Stock (assuming an Average Price of the Common Stock during the 30-day
period preceding June 15, 2000 of approximately $3.67), and (d) a right to
accrued dividends on the Preference Shares in the expected amount of 511,355
shares of Common Stock. If Sundance converted or exercised all instruments and
securities held by it that are convertible or exercisable within sixty days, the
10,199,520 shares it would hold would represent approximately 26.5% of the
Issuer's outstanding Common Stock.
(ii) ECT Merchant. ECT Merchant holds (a) 2,099,999 shares of
Common Stock, (b) immediately exercisable warrants to acquire 487,500, 150,000
and 100,000 shares of Common Stock, and (c) the Term D Note, the principal
component of which is exercisable into approximately 271,000 shares of Common
Stock. If ECT Merchant exercised its warrants, the 3,108,499 shares it would
hold would represent approximately 10.0% of the Issuer's outstanding Common
Stock.
(iii) ENA. ENA holds 750,000 shares of Common Stock. When
aggregated with the shares beneficially owned by ECT Merchant and Sundance,
these 14,058,019 shares would represent approximately 35.7% of the Issuer's
outstanding Common Stock that would be outstanding upon the exercise and
conversion of the foregoing securities.
(iv) Enron. The 14,058,019 shares of Common Stock in the
aggregate that are beneficially owned by Sundance, ECT Merchant, and ENA
collectively represent approximately 35.7% of the Issuer's outstanding Common
Stock that would be outstanding upon the exercise and conversion of the
foregoing securities.
C. Disclaimer of Beneficial Ownership. Because of their control
relationships, Enron may be deemed to beneficially own the shares held by ENA,
and ENA may be deemed to beneficially own both
Page 9 of 20
<PAGE> 10
the 10,199,520 shares beneficially owned by Sundance and the 3,108,499 shares
beneficially owned by ECT Merchant. Further, ENA, Enron, Ponderosa Assets, L.P.,
which is Sundance's general partner ("Ponderosa"), and Enron Ponderosa
Management Holdings, Inc. ("EPMH"), which is Ponderosa's general partner, may be
deemed to share voting and dispositive power over the Common Stock beneficially
owned by Sundance. Similarly, ENA and Enron could be deemed to share voting and
dispositive power over the shares of Common Stock beneficially owned by ECT
Merchant. Enron and ENA each hereby disclaims beneficial ownership of all Common
Stock which it does not directly own, and the filing of this statement on
Schedule 13D/A shall not be construed as an admission that ECT Merchant,
Sundance, Ponderosa, EPMH, ENA, Enron or any person listed on the Schedules
hereto is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this statement. All percentage ownership
calculations utilized herein are calculated in accordance with Rule
13-d-3(d)(1)(i)(D) and assume that 29,952,569 shares of Common Stock are
actually outstanding on the date of this statement.
D. Other Instruments. In addition to the shares of Common Stock
reported herein, the Reporting Persons hold convertible promissory notes and
other instruments that entitle or require the Reporting Entities to purchase a
substantial number of shares of Common Stock. Such shares are not reported
herein as being beneficially owned because the instruments do not entitle the
holder to acquire shares within 60 days after the filing of this statement,
except upon the occurrence of extraordinary and unpredictable events, such as a
default on indebtedness. Other than the transactions described herein and in the
previously filed Schedule 13D/As, none of the Reporting Entities, nor, to their
knowledge, Ponderosa, EPMH or any of the persons named in Schedule I hereto, has
effected any transaction in the Common Stock during the preceding sixty days.
Page 10 of 20
<PAGE> 11
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Amendment to Note Agreements among the Issuer,
ECT Merchant, Sundance, ENA CLO I Holding Company I
L.P. ("ENA CLO"), and ENA, as Servicer of certain
investments held by ENA CLO.
Exhibit 2. Convertible Promissory Note (Term Loan D) dated as of
June 5, 2000 issued by the Issuer to ECT Merchant
Exhibit 3. Warrant dated as of June 5, 2000 issued by the Issuer
to ECT Merchant in the amount of 100,000 shares
Exhibit 4. Registration Rights Agreement dated as of June 5,
2000 between the Issuer and ECT Merchant
Exhibit 5. Release of Claims dated as of June 5, 2000 by the
Issuer in favor of ECT Merchant and its affiliates
Exhibit 6. Amendment to Warrant Agreement dated as of June 5,
2000 between the Issuer and ECT Merchant
Page 11 of 20
<PAGE> 12
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: June 19, 2000 SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management
Holdings, Inc. its general partner
By: /s/ JULIA HEINTZ MURRAY
------------------------
Name: Julia Heintz Murray
Title: Managing Director, General
Counsel, Finance, and Secretary
Date: June 19, 2000 ENRON NORTH AMERICA CORP.
By: /s/ JULIA HEINTZ MURRAY
------------------------
Name: Julia Heintz Murray
Title: Managing Director, General
Counsel, Finance, and Secretary
Date: June 19, 2000 ENRON CORP.
By: /s/ ANGUS H. DAVIS
------------------------
Name: Angus H. Davis
Title: Vice President and
Deputy Corporate Secretary
Date: June 19, 2000 ECT MERCHANT INVESTMENTS CORP.
By: /s/ JULIA HEINTZ MURRAY
------------------------
Name: Julia Heintz Murray
Title: Managing Director, General
Counsel, Finance, and Secretary
Page 12 of 20
<PAGE> 13
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
ENRON NORTH AMERICA CORP.
(FORMERLY ENRON CAPITAL & TRADE RESOURCES CORP.)
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Each of the following person's
business address is 1400 Smith
Street, Houston, TX 77002
Mark A. Frevert U.S.A. Director; Chairman of the Board, Chief Executive
Officer and Managing Director
Mark E. Haedicke U.S.A Director; Managing Director and General Counsel
David W. Delainey U.S.A Director; President and Chief Operating Officer
Philippe A. Bibi U.S.A. Managing Director
Wesley H. Colwell U.S.A Managing Director
Michael J. Kopper U.S.A Managing Director
John J. Lavorato U.S.A. Managing Director
Danny J. McCarty U.S.A Managing Director
Jere C. Overdyke, Jr. U.S.A Managing Director
Brian L. Redmond U.S.A. Managing Director
Jeffrey A. Shankman U.S.A Managing Director
John R. Sherriff U.S.A Managing Director
Colleen Sullivan-Shaklovitz U.S.A. Managing Director
Robert J. Hermann U.S.A. Managing Director and General Tax Counsel
Vince J. Kaminski U.S.A. Managing Director
Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and
Secretary
Raymond M. Bowen, Jr. U.S.A. Managing Director and Treasurer
</TABLE>
Page 13 of 20
<PAGE> 14
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Janet R. Dietrich U.S.A. Managing Director
George A. McClellan, III U.S.A. Managing Director
Gary J. Hickerson U.S.A. Managing Director
Jeffrey M. Donahue U.S.A. Managing Director
Lawrence G. Whalley U.S.A. Managing Director
</TABLE>
Page 14 of 20
<PAGE> 15
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director; Chairman, President and Chief Executive
Belco Oil and Gas Corp. Officer, Belco Oil & Gas Corp.
767 Fifth Avenue, 46th Fl.
New York, NY 10153
Norman P. Blake, Jr. U.S.A. Director; Chief Executive Officer and Secretary
United States Olympic Committee General, United States Olympic Committee
One Olympic Plaza
Colorado Springs, Colorado 80909
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung Development
Hang Lung Development Group
Company Limited
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
Paulo V. Ferraz Pereira Brazil Director; President and Chief Executive Officer of
Meridional Financial Group Meridional Financial Group
Av. Rio Branco, 138-15th andar
20057-900 Rio de Janeiro - RJ
Brazil
Wendy L. Gramm U.S.A. Director; Director, Regulatory Studies Program of
P. O. Box 39134 the Mercatus Center, George Mason University
Washington, D.C. 20016
Ken L. Harrison U.S.A. Director; Chairman and Chief Executive Officer,
121 S. W. Salmon Street Portland General Electric Company
Portland, OR 97204
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus), Graduate School of
Graduate School of Business Business, Stanford University
Stanford University
Stanford, CA 94305
</TABLE>
Page 15 of 20
<PAGE> 16
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Charles A. LeMaistre U.S.A. Director; President (Emeritus), University of Texas
7 Bristol Green M.D. Anderson Cancer Center
San Antonio, TX 78209
John Mendelsohn U.S.A. Director; President, University of Texas
University of Texas M.D. Anderson Cancer Center
M.D. Anderson Cancer Ctr.
1515 Holcombe
Houston, Texas 77030
Jerome J. Meyer U.S.A. Director; Chairman and Chief Executive Officer,
14200 SW Karl Braun Drive Tektronix, Inc.
Beaverton, OR 97077
Frank Savage U.S.A. Director; Chairman, Alliance Capital Management
1345 Avenue of the Americas International
39th Floor
New York, New York 10105
John A. Urquhart U.S.A. Director; Senior Advisor to the Chairman of Enron
John A. Urquhart Assoc. Corp.; President, John A. Urquhart Associates
111 Beach Road
Fairfield, CT 06430
John Wakeham U.K. Director; Former U.K. Secretary of State for Energy
1 Salisbury Square and Leader of the Houses of Commons and Lords
London EC4Y 8JB
United Kingdom
Herbert S. Winokur, Jr. U.S.A. Director; Chairman and CEO, Capricorn Holdings,
Capricorn Holdings, Inc. Inc.
30 East Elm Ct.
Greenwich, CT 06830
Kenneth L. Lay U.S.A. Director; Chairman and Chief Executive Officer
1400 Smith Street
Houston, TX 77002
J. Clifford Baxter U.S.A. Executive Vice President and Chief Strategy
1400 Smith Street Officer
Houston, TX 77002
</TABLE>
Page 16 of 20
<PAGE> 17
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Richard B. Buy U.S.A. Executive Vice President and Chief Risk Officer
1400 Smith Street
Houston, TX 77002
Richard A. Causey U.S.A. Executive Vice President and Chief Accounting
1400 Smith Street Officer
Houston, TX 77002
Mark E. Koenig U.S.A. Executive Vice President, Investor Relations
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Executive Vice President and General Counsel
1400 Smith Street
Houston, TX 77002
Steven J. Kean U.S.A. Executive Vice President and Chief of Staff
1400 Smith Street
Houston, TX 77002
Andrew S. Fastow U.S.A. Executive Vice President and Chief Financial
1400 Smith Street Officer
Houston, TX 77002
Mark A. Frevert U.S.A. Chairman of the Board, Chief Executive Officer
1400 Smith Street and Managing Director, Enron North America
Houston, TX 77002 Corp.
Stanley C. Horton U.S.A. Chairman and Chief Executive Officer, Enron Gas
1400 Smith Street Pipeline Group
Houston, TX 77002
Rebecca Mark-Jusbasche U.S.A. Director; Chairman and Chief Executive Officer,
1400 Smith Street Azurix Corp.
Houston, TX 77002
J. Mark Metts U.S.A. Executive Vice President, Corporate Development
1400 Smith Street
Houston, TX 77002
Cindy K. Olson U.S.A. Executive Vice President, Human Resources and
1400 Smith Street Community Relations
Houston, TX 77002
Jeffrey McMahon U.S.A. Managing Director and Chief Commercial Officer,
1400 Smith Street Enron Net Work LLC
Houston, TX 77002
</TABLE>
Page 17 of 20
<PAGE> 18
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Michael S. McConnell U.S.A. Executive Vice President, Technology
1400 Smith Street
Houston, TX 77002
Lou L. Pai U.S.A. Chairman, President and Chief Executive Officer,
1400 Smith Street Enron Energy Services, Inc.
Houston, TX 77002
Kenneth D. Rice U.S.A. Co-Chief Executive Officer and President, Enron
1400 Smith Street Broadband Services, Inc.
Houston, TX 77002
Jeffrey K. Skilling U.S.A. Director; President and Chief Operating Officer,
1400 Smith Street Enron Corp.
Houston, TX 77002
Joseph W. Sutton U.S.A. Vice Chairman, Enron Corp.
1400 Smith Street
Houston, TX 77002
Joseph M. Hirko U.S.A. Co-Chief Executive Officer, Enron Broadband
1400 Smith Street Services, Inc.
Houston, TX 77002
</TABLE>
Page 18 of 20
<PAGE> 19
SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS
ECT MERCHANT INVESTMENTS CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Each of the following person's
business address is
1400 Smith Street
Houston, Texas 77002
Mark A. Frevert U.S.A. Director; Chairman, Chief Executive Officer and
Managing Director
James V. Derrick, Jr. U.S.A. Director
Mark E. Haedicke U.S.A. Director; Managing Director and General Counsel
David W. Delainey U.S.A. President and Managing Director
Raymond M. Bowen, Jr. U.S.A. Managing Director
Jeffrey M. Donahue U.S.A. Managing Director
Robert J. Hermann U.S.A. Managing Director and General Tax Counsel
Jeffrey McMahon U.S.A. Managing Director, Finance and Treasurer
Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and
Secretary
Gregory F. Piper U.S.A. Managing Director
</TABLE>
Page 19 of 20
<PAGE> 20
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS
ENRON PONDEROSA MANAGEMENT HOLDINGS, INC.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
Each of the following person's
business address is 1400 Smith Street,
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director, Chief Executive Officer and Managing
Director
Mark E. Haedicke U.S.A. Director; Managing Director and General Counsel
David W. Delainey U.S.A. Director, President and Managing Director
Raymond M. Bowen, Jr. U.S.A. Managing Director
Richard B. Buy U.S.A. Managing Director
Andrew S. Fastow U.S.A. Managing Director
Robert J. Hermann U.S.A. Managing Director and General Tax Counsel
Michael J. Kopper U.S.A. Managing Director
Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and
Secretary
</TABLE>
Page 20 of 20
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
Exhibit 1. Amendment to Note Agreements among the Issuer,
ECT Merchant, Sundance, ENA CLO I Holding Company I
L.P. ("ENA CLO"), and ENA, as Servicer of certain
investments held by ENA CLO.
Exhibit 2. Convertible Promissory Note (Term Loan D) dated as of
June 5, 2000 issued by the Issuer to ECT Merchant
Exhibit 3. Warrant dated as of June 5, 2000 issued by the Issuer
to ECT Merchant in the amount of 100,000 shares
Exhibit 4. Registration Rights Agreement dated as of June 5,
2000 between the Issuer and ECT Merchant
Exhibit 5. Release of Claims dated as of June 5, 2000 by the
Issuer in favor of ECT Merchant and its affiliates
Exhibit 6. Amendment to Warrant Agreement dated as of June 5,
2000 between the Issuer and ECT Merchant
</TABLE>
