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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ENRON OIL & GAS COMPANY
-----------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
293562 10 4
--------------
(CUSIP Number)
Rex R. Rogers
Vice President and Associate General Counsel
Enron Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-3069
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 1999
-----------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or
Section 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 Rule 13d-7 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 ("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).
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SCHEDULE 13D/A
CUSIP NO. 293562 10 4 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp.
I.R.S. No. 47-0255140
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
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NUMBER OF 7 SOLE VOTING POWER
SHARES 82,270,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 82,270,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,270,000 shares of common stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
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14 TYPE OF REPORTING PERSON
CO
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AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D
Reference is made to the Statement on Schedule 13D, as subsequently
amended by Amendment No. 1 filed on April 5, 1999 (the "Statement") filed by
Enron Corp. ("Enron") with respect to its beneficial ownership of common stock,
par value $.01 per share ("Common Stock"), of Enron Oil & Gas Company (the
"Issuer"). Item 4 of the Statement is amended to read in its entirety in the
manner set forth below. Capitalized terms used but not defined herein shall have
the respective meanings set forth in the Statement.
Item 4. Purpose of Transaction.
Until the consummation of the IPO, Enron owned 99.4% of the Common
Stock of the Issuer. Pursuant to the IPO, the Issuer sold 23,000,000 shares
(after giving effect to the Issuer's June 1994 2-for-1 stock split effected as
a stock dividend). Subsequent to the completion of the IPO, the Issuer has
remained a majority-owned subsidiary of Enron, and its assets, liabilities and
results of operations are included in the consolidated financial statements of
Enron and its consolidated subsidiaries.
The Board of Directors of the Issuer consists of eleven directors. Of
these directors, five serve as executive officers of Enron:
Name Position with Enron
-------------------- -----------------------------------------
Kenneth L. Lay Director, Chairman of the Board and
Chief Executive Officer
Jeffrey K. Skilling Director, President and Chief
Operating Officer
Ken L. Harrison Director, Vice Chairman
James V. Derrick Senior Vice President and General Counsel
Richard A. Causey Senior Vice President and Chief
Accounting, Information and
Administrative Officer
In addition, John H. Duncan, who serves as a non-employee director of
Enron and as Chairman of the Executive Committee of Enron's Board of Directors,
also serves as a director of the Issuer.
Enron currently holds its shares of Common Stock for the purpose of
controlling the assets and operations of the Issuer with a view toward
maximizing shareholder value for Enron's shareholders.
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Enron reviews and analyzes on a continuing basis its investments in
each of its subsidiaries and other operations, including the Issuer, in order
to determine whether shareholder value for Enron's shareholders is better
served by holding those investments, disposing of or monetizing those
investments or recapitalizing or otherwise restructuring those investments.
These reviews and analyses are based upon a variety of factors, including,
without limitation, the price of, and other market conditions relating to, the
Common Stock, subsequent developments affecting the Issuer, the Issuer's
business and prospects, other investment and business opportunities available
to Enron, general stock market and economic conditions, tax considerations and
other factors deemed relevant.
As part of this periodic review, Enron is currently evaluating a
number of alternatives, including without limitation, whether Enron should:
(i) continue to hold all of its shares of Common Stock;
(ii) sell all or a portion of its shares of Common Stock in
privately negotiated transactions with one or more
purchasers, which transactions could also include the sale of
other subsidiaries or assets owned by Enron;
(iii) acquire all or a portion of the outstanding shares of Common
Stock; or
(iv) monetize all or a portion of Enron's investment pursuant to a
leveraged recapitalization or similar transaction.
If Enron elects to pursue one of the transactions described in clauses
(ii) through (iv) above, it is possible that one or more of the consequences
listed in paragraphs (a) - (j) of Item 4 of Schedule 13D could occur.
For example, a number of consequences could result if Enron were to
consummate a sales transaction described in clause (ii) above or an acquisition
transaction or leveraged recapitalization described in clause (iii) or (iv)
above. Each of these transactions could result in an exchange offer, tender
offer, merger or similar transaction pursuant to which all of the outstanding
shares of capital stock of the Issuer were exchanged or converted into cash,
another security, property or a combination thereof, as a result of which the
composition of the Issuer's Board of Directors would change and the outstanding
capital stock of the Issuer would be delisted.
In late 1998, Enron received a proposal (as modified from time to time,
the "Proposal") from a third party (the "Third Party") with respect to a
possible transaction involving Enron, the Issuer and the Third Party pursuant to
which the Third Party would have acquired all of the outstanding capital stock
of the Issuer and Enron would have acquired certain of the Issuer's
international assets.
Under the Proposal, as initially proposed, Enron would also have
disposed of certain other assets not owned by the Issuer as part of the
transaction. (During the course of discussions with the Special Committee
described below, this element of the Proposal was subsequently removed from the
Proposal by Enron and the Third Party.) Furthermore, under the Proposal, Enron
would have received different consideration than the consideration to be
received by the other stockholders of the Issuer.
Following the receipt of the Proposal, a special committee of the Board
of Directors of the Issuer (the "Special Committee") was formed in order to
determine whether the Proposal was fair to, and in the best interests of, the
stockholders of the Issuer other than Enron. The Special Committee is comprised
of two directors of the Issuer, and neither of these directors is an employee
of, or has any relationship with,
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Enron or the Issuer (other than as a director of the Issuer). The Special
Committee has retained a financial advisor as well as legal counsel.
Enron has been informed that the Special Committee's financial advisors
have invited certain other third parties to review confidential information
about the Issuer and have solicited indications of interest from those third
parties with respect to one or more possible alternative transactions to the
Proposal. Neither the Special Committee nor its advisors have informed Enron
with respect to the results of this process, or the extent to which it is
ongoing, although Enron was informed by the Special Committee that certain third
parties may be interested in purchasing all or a portion of the Issuer's
international assets independently from the Issuer.
Enron met with the Special Committee to discuss the Proposal.
Furthermore, representatives of Enron, Enron's financial and legal advisors and
the Third Party met with the Special Committee's legal and financial advisors in
order to respond to questions with respect to the Proposal.
After these discussions between Enron and its advisors and the Special
Committee and its advisors, Enron was informed by the Special Committee that
while it was willing to consider alternatives to the Third Party's proposal, it
was not willing to recommend the Proposal. In light of the Special Committee's
unwillingness to recommend the Proposal, Enron and its advisors have had
subsequent discussions with the Special Committee and its advisors regarding
alternatives to the Proposal.
As a result of these discussions, and taking into account the increase
in the market valuation for exploration and production companies that has
occurred since the Proposal was first made by the Third Party in late 1998, on
May 6, 1999 Enron withdrew its endorsement of the Proposal, and also withdrew
each of the alternatives that had been presented to the Special Committee by
Enron and/or the Third Party. Because the Special Committee was created for the
purpose of considering the Proposal and any alternatives to the Proposal, Enron
believes that the Special Committee has completed its mandate. In accordance
with the Issuer's bylaws, two of the Issuer's directors (both of whom serve as
executive officers of Enron) have requested that a special meeting of the Board
of Directors be convened promptly to consider, among other things, the
dissolution of the Special Committee.
Although Enron is no longer pursuing the Proposal, Enron currently
intends to continue to actively explore alternative transactions for maximizing
value for Enron's shareholders. However, there can be no assurance that any such
transaction will be pursued or, if pursued, will be consummated.
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: May 6, 1999 ENRON CORP.
By: /s/ J. CLIFFORD BAXTER
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J. Clifford Baxter
Senior Vice President,
Corporate Development
