<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
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)
August 1, 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 11
<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 3,545,482
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,545,482
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,545,482
--------------------------------------------------------------------------------
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)
11.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 2 of 11
<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 10,338,621
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,338,621
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,338,621
--------------------------------------------------------------------------------
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)
26.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 3 of 11
<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 14,634,103
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,634,103
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,634,103
--------------------------------------------------------------------------------
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)
36.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 4 of 11
<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 14,634,103
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------
10 SHARED DISPOSITIVE POWER
14,634,103
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,634,103
--------------------------------------------------------------------------------
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)
36.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 5 of 11
<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, March 20, 2000, and
June 19, 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 68,500 share warrant, (iii) the accrual of a
right to obtain 283,419 shares of common stock, no par value per share ("Common
Stock"), that were payable as dividends on the Series I Preference Shares (the
"Preference Shares") for the first semiannual period of 2000, (iv) the accrual
of interest on the Convertible Promissory Note (Term Loan A), and (v) the
execution of a registration rights agreement and other agreements in connection
with the foregoing. Certain of these events are further described as below.
This amendment is also filed to report that Mr. Randy Maffett, Vice
President of ENA, resigned from the Board of Directors of the Issuer on August
1, 2000.
(i). Term Loan E. On June 28, 2000, the Issuer issued to ECT
Merchant a Convertible Promissory Note (Term Loan E), dated as of June 28, 2000,
in the original principal amount of $685,000 (the "Term E Note") in
consideration of $685,000 in principal advanced thereunder. The outstanding
Page 6 of 11
<PAGE> 7
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 $2.38, the principal component on the Term E Note would convert
into approximately 287,815 shares of Common Stock and the principal component on
the Term D Note would convert into approximately 420,168 shares of Common Stock.
A copy of the Term E Note is attached hereto as Exhibit 1.
(ii). Second June 2000 Warrant. On June 28, 2000, the Issuer
also issued to ECT Merchant a warrant to acquire 68,500 shares of Common Stock
(the "Second 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
Second June 2000 Warrant terminates on June 30, 2010. A copy of the Second June
2000 Warrant is attached hereto as Exhibit 2. Both the Term E Note and the
Second June 2000 Warrant were purchased pursuant to the Second Amendment to
Amended and Restated Note Agreements dated as of June 28, 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 3.
(iii). Accrual of Convertible Interest. The Average Price of
the Common Stock during the 30-day period preceding July 27, 2000 was
approximately $3.07. Therefore, 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 541,326 shares of Common Stock.
(iv). Related Agreements. In consideration of the advancement
of the loan represented by the Term E Note, the Issuer also (a) granted certain
registration rights with respect to the Term E Note
Page 7 of 11
<PAGE> 8
and the Warrants pursuant to the Amendment to Registration Rights Agreement set
forth as Exhibit 4, and (b) executed the Second Amendment to Warrant Agreement
dated as of June 28, 2000 between the Issuer and ECT Merchant in the form set
forth as Exhibit 5. This Second Amendment to Warrant Agreement amended the
Warrant Agreement dated as of March 11, 1999 to incorporate the Second June 2000
Warrant.
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 10,338,621 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 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 July 27, 2000,
may be converted upon conversion of such note into 541,326 shares of Common
Stock (assuming an Average Price of the Common Stock during the 30-day period
preceding July 27, 2000 of approximately $3.07), and (d) a right to accrued
dividends on the Preference Shares in the amount of 522,294 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 10,338,621 shares
it would hold would represent approximately 26.8% 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,
100,000 and 68,500 shares of Common Stock, (c) the Term D Note, the principal
component of which is exercisable into an estimated
Page 8 of 11
<PAGE> 9
420,168 shares of Common Stock, and (d) the Term E Note, the principal component
of which is exercisable into an estimated 287,815 shares of Common Stock. If ECT
Merchant exercised its warrants and converted its notes, the 3,545,482 shares it
would hold would represent approximately 11.3% 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 14,634,103 shares would represent approximately 36.6% of the Issuer's
outstanding Common Stock that would be outstanding upon the exercise and
conversion of the foregoing securities.
(iv) Enron. The 14,634,103 shares of Common Stock in the
aggregate that are beneficially owned by Sundance, ECT Merchant, and ENA
collectively represent approximately 36.6% 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. Enron may be deemed to
beneficially own the shares held by ENA, and ENA may be deemed to beneficially
own both the shares beneficially owned by Sundance and the 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 director, officer, partner, or
other person or entity associated with any of them, for the purposes of Section
13(d) or 13(g) of the Act, is the beneficial owner of any securities covered by
this statement. All percentage ownership
Page 9 of 11
<PAGE> 10
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 the Schedules hereto,
has effected any transaction in the Common Stock during the preceding sixty
days.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. U.S.$685,000 Convertible Promissory Note (Term Loan
E) dated as of June 28, 2000 issued by the Issuer to
ECT Merchant.
Exhibit 2. Warrant dated as of June 28, 2000 issued by the
Issuer to ECT Merchant in the amount of 68,500
shares.
Exhibit 3. Second Amendment to Note Agreements dated as of June
28, 2000, 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 4. Amendment to Registration Rights Agreement dated as
of June 28, 2000 between the Issuer and ECT Merchant.
Exhibit 5. Second Amendment to Warrant Agreement dated as of
June 28, 2000 between the Issuer and ECT Merchant.
Page 10 of 11
<PAGE> 11
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: August 1, 2000 SUNDANCE ASSETS, L.P.
By: Ponderosa Assets, L.P.
its general partner
By: Enron Ponderosa Management
Holdings, Inc. its general
partner
By:
--------------------------------
Name: Raymond M. Bowen, Jr.
Title: Managing Director
Date: August 1, 2000 ENRON NORTH AMERICA CORP.
By:
--------------------------------
Name: Raymond M. Bowen, Jr.
Title: Managing Director
Date: August 1, 2000 ENRON CORP.
By:
--------------------------------
Name: Angus H. Davis
Title: Vice President and Deputy
Corporate Secretary
Date: August 1, 2000 ECT MERCHANT INVESTMENTS CORP.
By:
--------------------------------
Name: Raymond M. Bowen, Jr.
Title: Managing Director
Page 11 of 11
<PAGE> 12
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
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
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> 13
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 General,
United States Olympic Committee United States Olympic Committee
One Olympic Plaza
Colorado Springs, Colorado 80909
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung Development Group
Hang Lung Development
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 the
P. O. Box 39134 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
Charles A. LeMaistre U.S.A. Director; President (Emeritus), University of Texas M.D.
7 Bristol Green Anderson Cancer Center
San Antonio, TX 78209
John Mendelsohn University U.S.A. Director; President, University of Texas
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, Oregon 97077
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
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 Corp.;
John A. Urquhart Assoc. President, John A. Urquhart Associates
111 Beach Road
Fairfield, CT 06430
John Wakeham U.K. Director; Former U.K. Secretary of State for Energy and
1 Salisbury Square 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, Inc.
Capricorn Holdings, 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 Officer
1400 Smith Street
Houston, TX 77002
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 Officer
1400 Smith Street
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 Officer
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. Chairman of the Board, Chief Executive Officer and
1400 Smith Street Managing Director, Enron North America Corp.
Houston, TX 77002
Stanley C. Horton U.S.A. Chairman and Chief Executive Officer, Enron Gas Pipeline
1400 Smith Street Group
Houston, TX 77002
Rebecca Mark-Jusbasche U.S.A. Director; Chairman and Chief Executive Officer, Azurix
1400 Smith Street Corp.
Houston, TX 77002
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
------------------------- ----------- -----------------------
<S> <C> <C>
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 Community
1400 Smith Street Relations
Houston, TX 77002
Jeffrey McMahon U.S.A. Managing Director and Chief Commercial Officer, Enron Net
1400 Smith Street Works LLC
Houston, TX 77002
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, Enron
1400 Smith Street Energy Services, Inc.
Houston, TX 77002
Kenneth D. Rice U.S.A. Co-Chief Executive Officer and President, Enron Broadband
1400 Smith Street Services, Inc.
Houston, TX 77002
Jeffrey K. Skilling U.S.A. Director; President and Chief Operating Officer, Enron
1400 Smith Street 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 Services, Inc.
1400 Smith Street
Houston, TX 77002
</TABLE>
<PAGE> 16
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 persons'
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
Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and Secretary
</TABLE>
<PAGE> 17
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 persons'
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
Julia Heintz Murray U.S.A. Managing Director, General Counsel, Finance and Secretary
</TABLE>
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1. U.S.$685,000 Convertible Promissory Note (Term Loan E) dated as
of June 28, 2000 issued by the Issuer to ECT Merchant.
2. Warrant dated as of June 28, 2000 issued by the Issuer to ECT
Merchant in the amount of 68,500 shares.
3. Second Amendment to Note Agreements dated as of June 28, 2000,
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.
4. Amendment to Registration Rights Agreement dated as of June 28,
2000 between the Issuer and ECT Merchant.
5. Second Amendment to Warrant Agreement dated as of June 28, 2000
between the Issuer and ECT Merchant.
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