<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1997
REGISTRATION NOS. 33-60417
33-60417-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
<TABLE>
<S> <C>
ENRON CORP. ENRON CAPITAL RESOURCES, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
CHARTER) CHARTER)
OREGON DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) ORGANIZATION)
76-0511381 76-0438160
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
C/O REX R. ROGERS, ESQ.
REX R. ROGERS, ESQ. ASSISTANT GENERAL COUNSEL
ASSISTANT GENERAL COUNSEL ENRON CORP.
ENRON CORP. 1400 SMITH STREET, HOUSTON, TEXAS 77002
1400 SMITH STREET, HOUSTON, TEXAS 77002 713-853-6161
(713) 853-6161 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND AGENT FOR SERVICE)
EXECUTIVE OFFICES AND AGENT FOR SERVICE)
</TABLE>
---------------------
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. [ ]
---------------------
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a combined prospectus that also relates to 7.5 million shares
of Enron Corp. Common Stock registered on Form S-3, Registration No. 33-53877,
which was declared effective on July 14, 1994. This Registration Statement
constitutes Post-Effective Amendment No. 2 to Registration Statement No.
33-53877. The securities registered pursuant to such Registration Statement and
this Registration Statement include $450,000,000 to be sold as Debt Securities
in addition to the 7.5 million shares of Enron Corp. Common Stock. Such
registration statements also covered Warrants to Purchase Debt Securities,
Warrants to Purchase Common Stock, Enron Corp. Second Preferred Stock, Enron
Corp. Preference Stock, Enron Corp. Depositary Shares, Enron Capital Resources,
L.P. Preferred Securities and Enron Corp. Backup Undertakings with respect to
Enron Capital Resources, L.P. Preferred Securities (the "Previously Registered
Securities"). By means of the amendments effected hereby, the Previously
Registered Securities are withdrawn from registration. As a result, $450,000,000
in Debt Securities and 7.5 million shares of Enron Corp. Common Stock may be
sold pursuant to a combined prospectus constituting a part of Registration
Statement Nos. 33-53877 and 33-60417.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Effective July 1, 1997, Enron Corp. (formerly Enron Oregon Corp.), an
Oregon corporation, became the successor issuer to the Common Stock and Debt
Securities of Enron Corp., a Delaware corporation. The succession transaction
was a reincorporation merger (the "Reincorporation Merger") of Enron Corp., a
Delaware corporation ("Old Enron"), with and into the registrant ("Enron", or
sometimes referred to herein as "New Enron"), which, until the Reincorporation
Merger, was a wholly-owned subsidiary of Old Enron. As a result of the
Reincorporation Merger, (i) each issued share of common stock, par value $.10
per share, of Old Enron was converted into one share of common stock, without
par value, of the registrant ("New Enron Common Stock"), and (ii) each issued
and outstanding share of Cumulative Second Preferred Convertible Stock, par
value $1.00 per share, of Old Enron was converted into one share of Cumulative
Second Preferred Convertible Stock, without par value, of the registrant, and
(iii) each issued and outstanding share of 9.142% Perpetual Second Preferred
Stock, par value $1.00 per share, of Old Enron was converted into one share of
9.142% Perpetual Second Preferred Stock, without par value, of the registrant.
Immediately following the Reincorporation Merger, also on July 1, 1997, the
registrant acquired Portland General Corporation ("PGC") by means of the merger
of PGC with and into the registrant (the "PGC Merger"). As a result of the PGC
Merger, each share of common stock, par value $3.75 per share, of PGC issued and
outstanding at the effective time of the PGC Merger (other than shares owned by
PGC, Old Enron, the registrant or any of their respective subsidiaries, which
were canceled) was converted into 0.9825 share of New Enron Common Stock.
This Post-Effective Amendment No. 1 to Old Enron's Registration Statement
on Form S-3 (Commission File No. 33-60417) is filed pursuant to Rule 414(d)
under the Securities Act of 1933 (the "Securities Act") and also constitutes
Post-Effective Amendment No. 2 to Old Enron's Registration Statement on Form S-3
(Commission File No. 33-53877), which is also filed pursuant to Rule 414(d)
under the Securities Act. Enron expressly adopts such Registration Statements as
its own for all purposes of the Securities Act and the Securities Exchange Act
of 1934.
<PAGE> 3
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.
SUBJECT TO COMPLETION, DATED JULY 11, 1997
PROSPECTUS
[ENRON LOGO]
DEBT SECURITIES
COMMON STOCK
------------------------
Enron Corp. ("Enron") may offer from time to time secured or unsecured debt
securities ("Debt Securities") consisting of debentures, notes or other secured
or unsecured evidences of indebtedness in one or more series, at an aggregate
initial public offering price not to exceed $450,000,000, at prices and on terms
to be determined at or prior to the time of sale. In addition, Enron may offer
from time to time up to 7.5 million shares of Enron common stock, no par value
("Common Stock"), at prices and on terms to be determined at or prior to the
time of sale.
Specific terms of the securities in respect of which this Prospectus is
being delivered ("Offered Securities") will be set forth in an accompanying
Prospectus Supplement ("Prospectus Supplement"), together with the terms of the
offering of the Offered Securities, the initial price thereof and the net
proceeds from the sale thereof. The Prospectus Supplement will set forth with
regard to the particular Offered Securities, without limitation, in the case of
Debt Securities, the specific designation, aggregate principal amount,
authorized denomination, maturity, rate (which may be fixed or variable) or
method of calculation of interest and dates for payment thereof, and any
exchangeability, conversion, redemption, prepayment or sinking fund provisions
and any listing on a securities exchange.
Enron may sell the Offered Securities directly, through agents designated
from time to time or through underwriters or dealers. See "Plan of
Distribution." If any underwriters are involved in the sale of the Offered
Securities, the names of such underwriters and any applicable commissions and
discounts will be set forth in the related Prospectus Supplement.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
------------------------
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 July , 1997.
<PAGE> 4
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR
IN A PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ENRON.
NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER OF
ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE HEREUNDER OR THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
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, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and Northeast Regional Office, 7 World Trade Center, 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, Midwest 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 Registration Statements on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statements") filed with the Commission under the Securities Act of 1933 (the
"Securities Act") with respect to the Offered Securities. This Prospectus does
not contain all of the information set forth in such Registration Statements,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is made to such Registration Statements and to the
exhibits relating thereto for further information with respect to Enron and the
Offered Securities. Any statements contained herein concerning the provisions of
any document filed as an exhibit to any of the Registration Statements 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.
2
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Effective July 1, 1997, Enron Corp., a Delaware corporation ("Old Enron"),
was reincorporated in Oregon by means of a merger with and into Enron Oregon
Corp., an Oregon corporation, which changed its name to Enron Corp. upon
consummation of the merger. Unless the context otherwise requires, as used
herein the term "Enron" refers to Enron Corp., an Oregon corporation, and to Old
Enron, its predecessor Delaware corporation.
The following documents filed by Enron with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and
(c) The description of Enron's capital stock set forth in Enron's
Registration Statement on Form 8-B filed on July 2, 1997.
The following documents filed by Old Enron with the Commission pursuant to
the Exchange Act are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1996;
(b) Current Report on Form 8-K dated March 17, 1997;
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,
1997; and
(d) Current Report on Form 8-K dated June 5, 1997.
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 Offered Securities 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).
3
<PAGE> 6
BUSINESS OF ENRON
Enron, an Oregon corporation, 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.
On July 1, 1997, Enron acquired Portland General Corporation, the parent
company of Portland General Electric Company ("PGE"), by means of a merger of
Portland General Corporation with and into Enron. As a result of the merger, PGE
is a subsidiary of Enron. PGE is an electric utility engaged in the generation,
purchase, transmission, distribution and sale of electricity in the State of
Oregon. PGE also sells energy to wholesale customers throughout the western
United States.
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.
4
<PAGE> 7
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, 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, Poland and
elsewhere.
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.
Enron, an Oregon corporation, has its principal executive offices at 1400
Smith Street, Houston, Texas 77002, and its telephone number is 713-853-6161.
5
<PAGE> 8
USE OF PROCEEDS
The net proceeds from the sale of the Offered Securities will be added to
Enron's general funds and are expected to be used to retire existing
indebtedness and for general corporate purposes, except as may be stated in a
Prospectus Supplement.
RATIOS OF ENRON'S EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, --------------------------------------------------------
1997 1996 1995 1994 1993 1992
------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.......... 3.65 3.00 2.92 2.34 1.98 1.74
</TABLE>
The ratios of earnings to fixed charges are based on continuing operations.
"Earnings" represent the aggregate of (a) the pre-tax income of Enron and its
majority owned subsidiaries, (b) Enron's share of pre-tax income of its 50%
owned companies, (c) any income actually received from less than 50% owned
companies, and (d) fixed charges, net of interest capitalized. "Fixed Charges"
represent interest (whether expensed or capitalized), amortization of debt
discount and expense and that portion of rentals considered to be representative
of the interest factor.
6
<PAGE> 9
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate (the "Offered Debt Securities"). The particular
terms of the Offered Debt Securities and the extent, if any, to which such
general provisions may apply to the Offered Debt Securities will be described in
the Prospectus Supplement relating to such Offered Debt Securities.
The Offered Debt Securities will be secured or unsecured obligations of
Enron. Any such unsecured obligations will be issued under an Indenture (the
"Indenture") between Enron and Harris Trust and Savings Bank, as Trustee (the
"Trustee"), dated as of November 1, 1985, as supplemented. The following
statements are summaries of certain provisions contained in the Indenture, the
form of which is filed as an exhibit to the Registration Statements of which
this Prospectus is a part. Reference is hereby made to the Indenture for full
and complete statements of such terms and provisions, including the definitions
of certain terms used herein. Wherever reference is made in the following
statements to a particular section of the Indenture, such section shall be
deemed to be incorporated in such statements as a part thereof. If Offered Debt
Securities will be secured obligations of Enron, they will be issued under a
separate indenture, which will be described in the Prospectus Supplement
relating to such Offered Debt Securities.
GENERAL
The Indenture does not limit the aggregate principal amount of unsecured
debentures, notes or other evidences of indebtedness of Enron (the "Indenture
Securities") which may be issued thereunder from time to time in one or more
series by Enron, and Enron may in the future issue additional Indenture
Securities (in addition to the Offered Debt Securities) under the Indenture. At
June 30, 1997, an aggregate of $1,428,368,000 principal amount of Indenture
Securities of Enron was issued and outstanding under the Indenture. Reference is
made to the Prospectus Supplement for the following terms of the Offered Debt
Securities: (i) the title of the Offered Debt Securities; (ii) any limit upon
the aggregate principal amount of the Offered Debt Securities; (iii) the date or
dates on which the principal of the Offered Debt Securities is payable; (iv) the
rate or rates (which may be fixed or variable), or the method by which such rate
or rates shall be determined, at which the Offered Debt Securities shall bear
interest, if any, the date or dates from which such interest shall accrue or the
method by which such date or dates shall be determined, the interest payment
dates on which such interest shall be payable and the regular record date for
the interest payable on any interest payment date; (v) the place or places where
the principal of (and premium, if any) and interest on Offered Debt Securities
shall be payable; (vi) the period or periods within which, the price or prices
at which and the terms and conditions upon which Offered Debt Securities may be
redeemed, in whole or in part, at the option of Enron, if Enron is to have that
option; (vii) the obligation, if any, and the option, if any, of Enron to
redeem, purchase or repay Offered Debt Securities pursuant to any sinking fund
or analogous provisions or at the option of a holder thereof and the period or
periods within which, the price or prices at which and the terms and conditions
upon which Offered Debt Securities shall be redeemed, purchased or repaid in
whole or in part, pursuant to such obligation or option; (viii) any trustees,
paying agents, transfer agents or registrars with respect to Offered Debt
Securities; and (ix) any other terms of the Offered Debt Securities (which terms
shall not be inconsistent with the provisions of the Indenture). (Section 301.)
Enron will maintain in each place specified by it for payment of any series
of Offered Debt Securities an office or agency where Offered Debt Securities of
that series may be presented or surrendered for payment, where Offered Debt
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon Enron in respect of the
Offered Debt Securities of that series and the Indenture may be served.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued only in fully registered form,
without coupons, in denominations of $1,000 or integral multiples thereof.
(Section 302.) No service charge will be made for any transfer or exchange of
7
<PAGE> 10
such Offered Debt Securities, but Enron may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation thereto.
(Section 305.)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
principal amount. Material federal income tax, accounting and other
considerations applicable to any such Original Issue Discount Securities will be
described in any Prospectus Supplement relating thereto. "Original Issue
Discount Security" means any security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof as a result of the occurrence of an Event
of Default and the continuation thereof. (Section 101.)
LIMITATIONS ON MORTGAGES AND LIENS
The Indenture provides that so long as any of the Indenture Securities
issued under the Indenture (including the Offered Debt Securities) are
outstanding, Enron will not, and will not permit any Subsidiary (as defined in
the Indenture and herein) to, pledge, mortgage or hypothecate, or permit to
exist, except in favor of Enron or any Subsidiary, any mortgage, pledge or other
lien upon, any Principal Property (as defined in the Indenture and herein) at
any time owned by it, to secure any indebtedness (as defined in the Indenture),
unless effective provision is made whereby outstanding Indenture Securities
(including the Offered Debt Securities) will be equally and ratably secured with
any and all such indebtedness and with any other indebtedness similarly entitled
to be equally and ratably secured. This restriction does not apply to prevent
the creation or existence of: (a) mortgages, pledges, liens or encumbrances on
any property held or used by Enron or a Subsidiary in connection with the
exploration for, development of or production of, oil, gas, natural gas
(including liquified gas and storage gas), other hydrocarbons, helium, coal,
metals, minerals, steam, timber, geothermal or other natural resources or
synthetic fuels, such properties to include, but not be limited to, Enron's or a
Subsidiary's interest in any mineral fee interests, oil, gas or other mineral
leases, royalty, overriding royalty or net profits interests, production
payments and other similar interests, wellhead production equipment, tanks,
field gathering lines, leasehold or field separation and processing facilities,
compression facilities and other similar personal property and fixtures; (b)
mortgages, pledges, liens or encumbrances on oil, gas, natural gas (including
liquified gas and storage gas), other hydrocarbons, helium, coal, metals,
minerals, steam, timber, geothermal or other natural resources or synthetic
fuels produced or recovered from any property, an interest in which is owned or
leased by Enron or a Subsidiary; (c) mortgages, pledges, liens or encumbrances
(or certain extensions, renewals or refundings thereof) upon any property
acquired before or after the date of the Indenture, created at the time of
acquisition or within one year thereafter to secure all or a portion of the
purchase price thereof, or existing thereon at the date of acquisition, whether
or not assumed by Enron or a Subsidiary, provided that every such mortgage,
pledge, lien or encumbrance applies only to the property so acquired and fixed
improvements thereon; (d) mortgages, pledges, liens or encumbrances upon any
property acquired before or after the date of the Indenture by any corporation
that is or becomes a Subsidiary after the date of the Indenture ("Acquired
Entity"), provided that every such mortgage, pledge, lien or encumbrance (1)
shall either (i) exist prior to the time the Acquired Entity becomes a
Subsidiary or (ii) be created at the time the Acquired Entity becomes a
Subsidiary or within one year thereafter to secure all or a portion of the
acquisition price thereof and (2) shall only apply to those properties owned by
the Acquired Entity at the time it becomes a Subsidiary or thereafter acquired
by it from sources other than Enron or any other Subsidiary; (e) pledges of
current assets, in the ordinary course of business, to secure current
liabilities; (f) deposits to secure public or statutory obligations; (g) liens
to secure indebtedness other than Funded Debt (as defined in the Indenture and
herein); (h) mortgages, pledges, liens or encumbrances upon any office, data
processing or transportation equipment; (i) mortgages, pledges, liens or
encumbrances created or assumed by Enron or a Subsidiary in connection with the
issuance of debt securities the interest on which is excludable from gross
income of the holder of such security pursuant to the Internal Revenue Code of
1986, as amended, for the purpose of financing the acquisition or construction
of property to be used by Enron or a Subsidiary; (j) pledges or assignments of
accounts receivable or conditional sales contracts or chattel mortgages and
evidences of indebtedness secured thereby, received in connection with the sale
by Enron or a
8
<PAGE> 11
Subsidiary of goods or merchandise to customers; or (k) certain other liens or
encumbrances. (Section 1007.)
Notwithstanding the foregoing, Enron or a Subsidiary may issue, assume or
guarantee indebtedness secured by a mortgage which would otherwise be subject to
the foregoing restrictions in an aggregate amount which, together with all other
indebtedness of Enron or a Subsidiary secured by a mortgage which (if originally
issued, assumed or guaranteed at such time) would otherwise be subject to the
foregoing restrictions (not including secured indebtedness permitted under the
foregoing exceptions), does not at the time exceed 10% of the Consolidated Net
Tangible Assets (total assets less (a) total current liabilities, excluding
indebtedness due within 12 months, and (b) goodwill, patents and trademarks) of
Enron, as shown on the audited consolidated financial statements of Enron as of
the end of the fiscal year preceding the date of determination. (Section 1007.)
The holders of at least 50% in principal amount of the outstanding
Indenture Securities under the Indenture (including the Offered Debt Securities)
may waive compliance by Enron with the covenant contained in Section 1007 of the
Indenture (and certain other covenants of Enron). (Section 1009.)
The Indenture defines the term "Subsidiary" to mean a corporation all of
the voting shares (that is, shares entitled to vote for the election of
directors, but excluding shares entitled so to vote only upon the happening of
some contingency unless such contingency shall have occurred) of which shall be
owned by Enron or by one or more Subsidiaries or by Enron and one or more
Subsidiaries. The term "Principal Property" is defined to mean any oil or gas
pipeline, gas processing plant or chemical plant located in the United States,
except any such property, pipeline or plant that in the opinion of the Board of
Directors of Enron is not of material importance to the total business conducted
by Enron and its Subsidiaries. "Principal Property" does not include any oil or
gas property or the production or any proceeds of production from an oil or gas
producing property or the production or any proceeds of production of gas
processing plants or oil or gas or petroleum products in any pipeline. (Section
101.)
The term "indebtedness", as applied to Enron or any Subsidiary, is defined
to mean bonds, debentures, notes and other instruments representing obligations
created or assumed by any such corporation for the repayment of money borrowed
(other than unamortized debt discount or premium). All indebtedness secured by a
lien upon property owned by Enron or any Subsidiary and upon which indebtedness
any such corporation customarily pays interest, even though such corporation has
not assumed or become liable for the payment of such indebtedness, is also
deemed to be indebtedness of any such corporation. All indebtedness for money
borrowed incurred by other persons which is directly guaranteed as to payment of
principal by Enron or any Subsidiary is for all purposes of the Indenture deemed
to be indebtedness of any such corporation, but no other contingent obligation
of any such corporation in respect of indebtedness incurred by other persons is
for any purpose deemed indebtedness of such corporation. Indebtedness of Enron
or any Subsidiary does not include (i) amounts which are payable only out of all
or a portion of the oil, gas, natural gas, helium, coal, metals, minerals,
steam, timber or other natural resources produced, derived or extracted from
properties owned or developed by such corporation; (ii) any amount representing
capitalized lease obligations; (iii) any indebtedness incurred to finance oil,
gas, natural gas, helium, coal, metals, minerals, steam, timber, hydrocarbons or
geothermal or other natural resources or synthetic fuel exploration or
development, payable, with respect to principal and interest, solely out of the
proceeds of oil, gas, natural gas, helium, coal, metals, minerals, steam,
timber, hydrocarbons or geothermal or other natural resources or synthetic fuel
to be produced, sold and/or delivered by Enron or any Subsidiary; (iv) indirect
guarantees or other contingent obligations in connection with the indebtedness
of others, including agreements, contingent or otherwise, with such other
persons or with third persons with respect to, or to permit or ensure the
payment of, obligations of such other persons, including, without limitation,
agreements to purchase or repurchase obligations of such other persons,
agreements to advance or supply funds to or to invest in such other persons or
agreements to pay for property, products or services of such other persons
(whether or not conferred, delivered or rendered) and any demand charge,
throughput, take-or-pay, keep-well, make-whole, cash deficiency, maintenance of
working capital or earnings or similar agreements; and (v) any guarantees with
respect to lease or other similar periodic payments to be made by other persons.
(Section 101.)
9
<PAGE> 12
The term "Funded Debt" as applied to any corporation means all indebtedness
incurred, created, assumed or guaranteed by such corporation, or upon which it
customarily pays interest charges, which matures, or is renewable by such
corporation to a date, more than one year after the date as of which Funded Debt
is being determined; provided, however, that the term "Funded Debt" shall not
include (i) indebtedness incurred in the ordinary course of business
representing borrowings, regardless of when payable, of such corporation from
time to time against, but not in excess of the face amount of, its installment
accounts receivable for the sale of appliances and equipment sold in the regular
course of business or (ii) advances for construction and security deposits
received by such corporation in the ordinary course of business. (Section 101.)
The foregoing limitations on mortgages, pledges and liens are intended to
limit other creditors of Enron from obtaining preference or priority over
holders of the Indenture Securities issued under the Indenture, but are not
intended to prevent other creditors from sharing equally and ratably and without
preference ("pari passu") over the holders of such Indenture Securities. While
such limitations on mortgages and liens do provide protection to the holders of
the Indenture Securities, there are a number of exceptions to such restrictions
which could result in certain assets of Enron and its Subsidiaries being
encumbered without equally and ratably securing the Indenture Securities issued
under the Indenture. Specifically, the restrictions apply only to pledges,
mortgages or liens upon "Principal Property" (as defined in the Indenture and
herein) to secure any "indebtedness" (as defined in the Indenture and herein),
unless effective provision is made whereby outstanding Securities will be
equally and ratably secured with any such indebtedness and with any other
indebtedness similarly entitled to be equally and ratably secured. There are
certain exceptions to the definition of "indebtedness," which are enumerated in
the Indenture and herein. In addition, the restrictions do not apply to prevent
the creation or existence of mortgages, pledges, liens or encumbrances on
certain types of properties or pursuant to certain types of transactions, all as
enumerated in the Indenture and above. Also, up to 10% of Consolidated Net
Tangible Assets (as defined in the Indenture and herein) is not subject to the
mortgage and lien limitations contained in the Indenture.
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and the Indenture Securities would not necessarily
afford holders of the Indenture Securities protection in the event of a highly
leveraged or other transaction involving Enron that may adversely affect
holders.
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture provides that, with the consent of
the holders of not less than 50% in principal amount of all outstanding
Indenture Securities (including, where applicable, the Offered Debt Securities)
affected thereby, Enron and the Trustee may enter into a supplemental indenture
for the purpose of adding to, changing or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the holders of
Indenture Securities under the Indenture. Notwithstanding the foregoing, the
consent of the holder of each outstanding Indenture Security affected thereby
will be required to: (a) change the Stated Maturity (as defined in the
Indenture) of the principal of, or any installment of principal of or interest
on, any Indenture Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
change any Place of Payment (as defined in the Indenture) where, or change the
coin or currency in which, any Indenture Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date, as defined in the Indenture); (b)
reduce the percentage in principal amount of the outstanding Indenture
Securities of any series, the consent of whose holders is required for any
supplemental indenture or for any waiver provided for in the Indenture; or (c)
with certain exceptions, modify any of the provisions of the sections of the
Indenture which concern waivers of past defaults, waivers of certain covenants
or consent to supplemental indentures, except to increase the percentage of
principal amount of Indenture Securities of any series, the holders of which are
required to effect such waiver or consent, or to provide that certain other
provisions of the Indenture cannot be modified or waived without the consent of
the holder of each outstanding Indenture Security affected
10
<PAGE> 13
thereby. The Indenture provides that a supplemental indenture which changes or
eliminates any covenant or other provision of the Indenture which has expressly
been included solely for the benefit of one or more particular series of
Indenture Securities, or which modifies the rights of the holders of Indenture
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under the Indenture of the holders of
Indenture Securities of any other series. (Section 902.)
EVENTS OF DEFAULT AND RIGHTS UPON DEFAULT
Under the Indenture, the term "Event of Default" with respect to any series
of Indenture Securities, means any one of the following events which shall have
occurred and is continuing: (a) default in the payment of any interest upon any
Indenture Security of that series when it becomes due and payable or default in
the payment of any mandatory sinking fund payment provided for by the terms of
any series of Indenture Securities, and continuance of such default for a period
of 30 days; (b) default in the payment of the principal of (or premium, if any,
on) any Indenture Security of that series at its maturity; (c) default in the
performance, or breach, of any covenant or warranty of Enron in the Indenture
(other than a covenant or warranty a default in the performance of which or the
breach of which is otherwise specifically dealt with in the Indenture or which
has been expressly included in the Indenture solely for the benefit of one or
more series of Indenture Securities other than that series), and continuance of
such default or breach for 60 days after there has been given to Enron by the
Trustee, or to Enron and the Trustee by the holders of at least 25% in principal
amount of all outstanding Indenture Securities, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" under the Indenture; or (d) certain events involving
Enron in bankruptcy, receivership or other insolvency proceedings or an
assignment for the benefit of creditors. (Section 501.)
If an Event of Default described in clause (a) or (b) in the foregoing
paragraph has occurred and is continuing with respect to Indenture Securities of
any series, the Indenture provides that the Trustee or the holders of not less
than 25% in principal amount of the outstanding Indenture Securities of that
series may declare the principal amount of all of the Indenture Securities of
that series to be due and payable immediately, and upon any such declaration
such principal amount shall become immediately due and payable. If an Event of
Default described in clause (c) or (d) of the foregoing paragraph occurs and is
continuing, the Trustee or the holders of not less than 25% in principal amount
of all of the Indenture Securities then outstanding may declare the principal
amount of all of the Indenture Securities to be due and payable immediately, and
upon any such declaration such principal amount shall become immediately due and
payable. (Section 502.)
A default under other indebtedness of Enron is not an Event of Default
under the Indenture, and an Event of Default under one series of Indenture
Securities will not necessarily be an Event of Default under another series.
At any time after such a declaration of acceleration with respect to
Indenture Securities of any series (or of all series, as the case may be) has
been made and before judgment or decree for payment of the money due has been
obtained by the Trustee, the holders of a majority in principal amount of the
outstanding Indenture Securities of that series (or of all series, as the case
may be) may rescind and annul such declaration and its consequences, if, subject
to certain conditions, all Events of Default with respect to Indenture
Securities of that series (or of all series, as the case may be), other than the
non-payment of the principal of the Indenture Securities due solely by such
declaration of acceleration, have been cured or waived and all payments due
(other than by acceleration) have been paid or deposited with the Trustee.
(Section 502.) With certain exceptions, the holders of not less than a majority
in principal amount of the outstanding Indenture Securities of any series, on
behalf of the holders of all the Indenture Securities of such series, may waive
any past default described in clause (a) or (b) of the first paragraph of this
heading "Events of Default and Rights Upon Default" (or, in the case of a
default described in clause (c) or (d) of such paragraph, the holders of a
majority in principal amount of all outstanding Indenture Securities may waive
any such past default), and its consequences, except a default (a) in the
payment of the principal of (or premium, if any) or interest on any Indenture
Security, or (b) in respect of a covenant or provision of the Indenture which
under the Indenture cannot be
11
<PAGE> 14
modified or amended without the consent of the holder of each outstanding
Indenture Security of such series affected. (Section 513.)
The holders of not less than a majority in principal amount of the
Indenture Securities of any series at the time outstanding are empowered under
the terms of the Indenture, subject to certain limitations, to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. (Section
512.)
The Indenture further provides that no holder of an Indenture Security of
any series may enforce the Indenture except in the case of failure by the
Trustee to act for 60 days after notice of a continuing Event of Default with
respect to the Indenture Securities of that series and after request by the
holders of not less than 25% in principal amount of the outstanding Indenture
Securities of such series and the offer to the Trustee of reasonable indemnity,
but this provision will not prevent a holder of any Indenture Security from
enforcing the payment of the principal of, and interest on, such holder's
Indenture Security. (Sections 507 and 508.)
The Indenture requires that Enron deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officer's Certificate, stating whether to
the best knowledge of the signers thereof Enron is in default in the performance
and observance of certain of the terms of the Indenture and, if so, specifying
each such default and the nature and status thereof of which the signers may
have knowledge. (Section 1008.)
DISCHARGE OF INDENTURE
With certain exceptions, Enron may discharge its obligations under the
Indenture with respect to any series of Indenture Securities by (i) paying or
causing to be paid the principal of (and premium, if any) and interest on all
the Indenture Securities of such series outstanding, as and when the same shall
become due and payable; (ii) delivering to the Trustee all outstanding Indenture
Securities of such series for cancellation; or (iii) entering into an agreement
in form and substance satisfactory to Enron and the Trustee providing for the
creation of an escrow fund and depositing in trust with the Trustee, as escrow
agent of such fund, sufficient funds in cash and/or Eligible Obligations and/or
U.S. Government Obligations, maturing as to principal and interest in such
amounts and at such times as will be sufficient to pay at the Stated Maturity or
Redemption Date all such Indenture Securities of such series not previously
delivered to the Trustee for cancellation, including principal (and premium, if
any) and interest to the Stated Maturity or Redemption Date. (Section 401.)
The Indenture defines "Eligible Obligations" to mean interest bearing
obligations as a result of the deposit of which the Indenture Securities are
rated in the highest generic long-term debt rating category assigned to legally
defeased debt by one or more nationally recognized rating agencies. (Section
101.)
For federal income tax purposes, there is a substantial risk that a legal
defeasance of a series of Indenture Securities by the deposit of cash, Eligible
Obligations or U.S. Government Obligations in a trust would be characterized by
the Internal Revenue Service or a court as a taxable exchange by the holders of
the Indenture Securities of that series for either (i) an issue of obligations
of the defeasance trust or (ii) a direct interest in the cash and/or Eligible
Obligations and/or U.S. Government Obligations held in the defeasance trust. If
the defeasance were so characterized, then a holder of an Indenture Security of
the series defeased would be: (i) required to recognize gain or loss (which
would be capital gain or loss if the Indenture Securities were held as a capital
asset) at the time of the defeasance as if the Indenture Security had been sold
at such time for an amount equal to the amount of cash and the fair market value
of the Eligible Obligations and/or U.S. Government Obligations held in the
defeasance trust; (ii) required to include in income in each taxable year the
interest and any original issue discount or gain or loss attributable to either
such defeasance trust obligations or such securities, as the case may be; and
(iii) subject to the market discount provisions of the Internal Revenue Code as
they may pertain to such defeasance trust obligations or such securities. As a
result, a holder of an Indenture Security may be required to pay taxes on any
such gain or income even though such holder may not have received any cash
therefrom. Prospective investors are urged to consult their own advisors as to
the tax consequences
12
<PAGE> 15
of an actual or legal defeasance, including the applicability and effect of tax
laws other than federal income tax law.
CONCERNING THE TRUSTEE
Harris Trust and Savings Bank is the Trustee under the Indenture. Such bank
also acts as a depository of funds for, makes loans to, and performs other
services for, Enron in the normal course of business, including acting as
trustee under other indentures of Enron.
The Indenture contains the provisions required by the Trust Indenture Act
of 1939 with reference to the disqualification of the Trustee if it shall have
or acquire any "conflicting interest", as therein defined. (Section 608.) The
Indenture also contains certain limitations on the right of the Trustee, as a
creditor of Enron, to obtain payment of claims in certain cases, or to realize
on certain property received by it in respect of any such claims, as security or
otherwise. (Section 613.)
13
<PAGE> 16
DESCRIPTION OF ENRON CORP. CAPITAL STOCK
AUTHORIZED AND OUTSTANDING CAPITAL STOCK
At July 1, 1997, the authorized capital stock of Enron was 616,500,000
shares, consisting of:
(a) 16,500,000 shares of Preferred Stock, no par value, of which:
(i) 1,338,596 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 (the "Perpetual Second
Preferred Stock") were issued and held by an Enron subsidiary; and
(b) 600,000,000 shares of Common Stock, no par value (the "Common
Stock"), of which 306,367,999 shares were outstanding.
The following descriptions of certain of the provisions of the Amended and
Restated Articles of Incorporation of Enron (the "Enron Charter") and the Bylaws
of Enron ("Enron Bylaws") are summaries and do not purport to be complete, and
are qualified in their entirety by reference to the Enron Charter and the Enron
Bylaws filed as exhibits to this Registration Statement.
COMMON STOCK
Enron is authorized to issue up to 600,000,000 shares of Enron Common
Stock. The holders of Enron Common Stock are entitled to one vote for each share
on all matters submitted to a vote of shareholders and do not have cumulative
voting rights in the election of directors. The holders of Enron Common Stock
are entitled to receive ratably such dividends, if any, as may be declared by
the Board of Directors of Enron out of legally available funds subject to the
rights of any preferred stock. In the event of liquidation, dissolution or
winding up of Enron, the holders of Enron Common Stock are entitled to share
ratably in all assets of Enron remaining after provision for payment of
liabilities and satisfaction of the liquidation preference of any shares of
Enron Preferred Stock that may be outstanding. The holders of Enron Common Stock
have no preemptive, subscription, redemption or conversion rights. The rights,
preferences and privileges of holders of Enron Common Stock are subject to those
of holders of Enron Preferred Stock, including any series of Enron Preferred
Stock issued in the future.
PREFERRED STOCK
Enron is authorized to issue up to 16,500,000 shares of Preferred Stock
("Enron Preferred Stock"). An aggregate of 1,370,000 shares of Enron Preferred
Stock are designated the Cumulative Second Preferred Convertible Stock ("Enron
Convertible Preferred Stock"), and an aggregate of 35.568509 shares of Enron
Preferred Stock are designated the 9.142% Perpetual Second Preferred Stock
("Enron 9.142% Preferred Stock").
In addition to the Enron Convertible Preferred Stock and the Enron 9.142%
Preferred Stock, the Enron Board of Directors has authority, without shareholder
approval (except to the extent that holders of any series of Enron Preferred
Stock are entitled by their terms to class voting rights), to issue shares of
Enron Preferred Stock in one or more series and to determine the number of
shares, designations, dividend rights, conversion rights, voting power,
redemption rights, liquidation preferences and other terms of any such series.
The issuance of Enron Preferred Stock, while providing desired flexibility in
connection with possible acquisitions and other corporate purposes, could
adversely affect the voting power of holders of Enron Common Stock and the
likelihood that such holders will receive dividend payments and payments upon
liquidation and could have the effect of delaying, deferring or preventing a
change in control of Enron.
ENRON CONVERTIBLE PREFERRED STOCK
The following summary of the terms of the Enron Convertible Preferred Stock
is qualified in its entirety by reference to the form of series designation for
the Enron Convertible Preferred Stock filed as an exhibit to this registration
statement.
14
<PAGE> 17
The annual rate of dividends payable on shares of the Enron Convertible
Preferred Stock is the greater of $10.50 per share or the dividend amount
payable on the number of shares of Enron Common Stock into which one share of
Enron Convertible Preferred Stock are convertible (currently 13.652 shares,
subject to adjustment). 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 Enron Common Stock and rank equally with the dividend
rights on the Enron 9.142% Preferred Stock.
The amount payable on shares of the Enron Convertible Preferred Stock in
the event of any involuntary or voluntary liquidation, dissolution or winding up
of the affairs of Enron is $100 per share, together with accrued dividends to
the date of distribution or payment. The liquidation rights of the Enron
Convertible Preferred Stock are superior to the Enron Common Stock and rank
equally with the liquidation rights of the Enron 9.142% Preferred Stock. The
Enron Convertible Preferred Stock is redeemable at the option of Enron at any
time, in whole or in part, at a redemption price of $100 per share, together
with accrued dividends to the date of distribution or payment. Each share of
Enron Convertible Preferred Stock is convertible initially into 13.652 shares of
Enron Common Stock at any time at the option of the holder (which conversion
rate is and will be subject to certain adjustments).
Holders of Enron Convertible Preferred Stock are entitled to vote together
with the Enron Common Stock on all matters submitted to a vote of Enron
shareholders, with each share of Enron Convertible Preferred Stock having a
number of votes equal to the number of shares of Enron Common Stock into which
one share of Enron Convertible Preferred Stock is convertible. In addition,
holders of Enron Convertible Preferred Stock are entitled to certain class
voting rights, including (unless provision is made for redemption of such
shares) (a) the requirement for approval by the holders of at least two-thirds
of the Enron Convertible Preferred Stock (voting together with all other shares
of parity stock similarly affected) to effect (i) an amendment to the Enron
Charter or Bylaws that would affect adversely the voting powers, rights or
preferences of the holders of the Enron Convertible Preferred Stock or reduces
the time for any notice to which the holders of the Enron Convertible Preferred
Stock may be entitled, (ii) the authorization, creation or issuance of, or the
increase in the authorized amount of, any stock of any class or series or any
security convertible into stock of any class or series ranking prior to the
Enron Convertible Preferred Stock, (iii) 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 (iv) the purchase or
redemption (for sinking fund purposes or otherwise) of less than all of the
Enron Convertible Preferred Stock and other parity stock at the time outstanding
unless the full dividends on all shares of Enron Convertible Preferred Stock
then outstanding shall have been paid or declared and a sum sufficient for
payment thereof set apart, and (b) the requirement for approval by the holders
of at least a majority of the Enron Convertible Preferred Stock (voting together
with all other shares of parity stock similarly affected), to effect (i) the
authorization, creation or issuance of, or the increase in the authorized amount
of, any stock of any class or series or any security convertible into stock of
any class or series, ranking on a parity with the Enron Convertible Preferred
Stock, provided that no such consent shall be required for the authorization,
creation or issuance by Enron of a number of shares of one or more series of
Preferred Stock ranking on parity with the Enron Convertible Preferred Stock
that, together with number of shares of Enron Convertible Preferred Stock and
other Preferred Stock ranking on parity with the Enron Convertible Preferred
Stock then outstanding, would equal 5,000,000, or (ii) the merger or
consolidation of Enron with or into any other corporation, unless the
corporation resulting from such merger or consolidation will have after such
merger or consolidation no class of stock and no other securities either
authorized or outstanding ranking prior to or on a parity with the Enron
Convertible Preferred Stock, except the same number of shares of stock and the
same amount of other securities with the same rights and preferences as the
stock and securities of Enron respectively authorized and outstanding
immediately preceding such merger or consolidation, and each holder of Enron
Convertible Preferred Stock immediately preceding such merger or consolidation
shall receive the same number of shares, with the same rights and preferences,
of the resulting corporation. In addition, if dividend payments on the Enron
Convertible Preferred Stock are in default in an amount equivalent to six
quarterly dividends on such shares, then the holders of the Enron Convertible
Preferred Stock (together with holders of any parity stock similarly affected)
shall have certain voting rights to elect two directors to
15
<PAGE> 18
Enron's Board of Directors until such dividends have been paid or funds
sufficient therefor deposited in trust.
9.142% PREFERRED STOCK
The following summary of the terms of the Enron 9.142% Preferred Stock is
qualified in its entirety by reference to the form of series designation for the
Enron 9.142% Preferred Stock included as an exhibit to this registration
statement.
The annual rate of dividends payable on shares of the Enron 9.142%
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 Enron Common Stock and rank equally with
the dividend rights on the Enron Convertible Preferred Stock.
The amount payable on shares of the Enron 9.142% Preferred Stock in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of Enron is $1,000,000 per share, together with accrued dividends.
The liquidation rights of the Enron 9.142% Preferred Stock are superior to the
Enron Common Stock and rank equally with the liquidation rights of the Enron
Convertible Preferred Stock.
The Enron 9.142% Preferred Stock is not redeemable at the option of Enron.
Pursuant to an agreement between Enron and its subsidiary, however, such
subsidiary will have the rights, 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 holders of Enron 9.142% Preferred Stock generally have no voting rights
but are entitled to certain class voting rights, including (unless provision is
made for redemption of such shares) (a) the requirement for approval by the
holders of at least two-thirds of the Enron 9.142% Preferred Stock (voting
together with the holders of all other shares of parity stock similarly
affected), to effect (i) an amendment to the Enron Charter or Bylaws that would
affect adversely the voting powers, rights or preferences of the holders of the
Enron 9.142% Preferred Stock or would reduce the time for any notice to which
the holders of the Enron 9.142% Preferred Stock may be entitled, (ii) the
authorization, creation or issuance of, or the increase in the authorized amount
of, any stock of any class or series or any security convertible into stock of
any class or series ranking prior to the Enron 9.142% Preferred Stock, (iii) 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 (iv) the purchase or redemption (for sinking fund purposes or
otherwise) of less than all of the Enron 9.142% Preferred Stock and other parity
stock at the time outstanding unless the full dividends on all shares of Enron
9.142% Preferred Stock then outstanding shall have been paid or declared and a
sum sufficient for payment thereof set apart, and (b) the requirement for
approval by the holders of at least a majority of the Enron 9.142% Preferred
Stock (voting together with all other shares of parity stock similarly
affected), to effect (i) the authorization, creation or issuance of, or the
increase in the authorized amount of, any stock of any class or series or any
security convertible into stock of any class or series, ranking on a parity with
the Enron 9.142% Preferred Stock, provided that no such consent shall be
required for the authorization, creation or issuance by Enron of a number of
shares of one or more series of Preferred Stock ranking on parity with the Enron
9.142% Preferred Stock that, together with number of shares of Enron 9.142%
Preferred Stock and other Preferred Stock ranking on parity with the Enron
9.142% Preferred Stock then outstanding, would equal 5,000,000, or (ii) the
merger or consolidation of Enron with or into any other corporation, unless the
corporation resulting from such merger or consolidation will have after such
merger or consolidation no class of stock and no other securities either
authorized or outstanding ranking prior to or on a parity with the Enron 9.142%
Preferred Stock, except the same number of shares of stock and the same amount
of other securities with the same rights and preferences as the stock and
securities of Enron respectively authorized and outstanding immediately
preceding such merger or consolidation, and each holder of Enron 9.142%
Preferred Stock immediately preceding such merger or consolidation shall receive
the same number of shares, with the same rights and preferences, of the
resulting corporation. In
16
<PAGE> 19
addition, if dividend payments on the Enron 9.142% Preferred Stock are in
default in an amount equivalent to six quarterly dividends on such shares, then
the holders of the Enron 9.142% Preferred Stock (together with holders of any
other parity stock similarly affected) shall have certain voting rights to elect
two directors to Enron's Board of Directors until such dividends have been paid
or funds sufficient therefor deposited in trust.
CERTAIN PROVISIONS OF THE ENRON CHARTER AND BYLAWS
Fair Price Provision. The Enron Charter 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 at least
10 percent of Enron's voting stock) be approved by the holders of at least 80
percent of Enron's voting stock, unless (a) the transaction is approved by at
least 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.
The Enron Charter defines "Business Transaction" as (a) any merger 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 shareholders, 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 shareholder of Enron).
Advance Notice Requirements for Shareholder Proposals and Nominations. The
Enron Bylaws provide that for business to be properly brought before an annual
meeting of shareholders, it must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise brought before the meeting by or at the direction of
the Board of Directors or (c) otherwise properly brought before the meeting by a
shareholder of Enron who is a shareholder of record at the time of giving of
notice hereinafter provided for, who shall be entitled to vote at such meeting
and who complies with the following notice procedures. In addition to any other
applicable requirements, for business to be brought before an annual meeting by
a shareholder of Enron, the shareholder must have given to the Secretary of
Enron timely notice in writing of the business to be brought before an annual
meeting of shareholders. To be timely, a shareholder's notice must be delivered
to or mailed and received at Enron's principal executive offices not less than
120 days prior to the anniversary date of the proxy statement for the previous
year's annual meeting of the shareholders of Enron (or Old Enron, with respect
to the first such meeting after the Effective Time). A shareholder's notice to
the Secretary must set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on Enron's
books, of the shareholder proposing such business, (iii) the acquisition date,
the
17
<PAGE> 20
class and the number of shares of voting stock of Enron which are owned
beneficially by the shareholder, (iv) any material interest of the shareholder
in such business and (v) a representation that the shareholder intends to appear
in person or by proxy at the meeting to bring the proposed business before the
meeting. No business shall be conducted at an annual meeting except in
accordance with the procedures outlined above.
The Enron Bylaws provide that only persons who are nominated for election
as a director of Enron in accordance with the following procedures shall be
eligible for election as directors. Nominations of persons for election to
Enron's Board of Directors may be made at a meeting of shareholders (a) by or at
the direction of the Board of Directors or (b) by any shareholder of Enron who
is a shareholder of record at the time of giving of notice hereinafter provided
for, who shall be entitled to vote for the election of directors at the meeting
and who complies with the following notice procedures. Such nominations, other
than those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of Enron. To be timely, a
shareholder's notice must be delivered to or mailed and received at Enron's
principal executive offices, (i) with respect to an election to be held at an
annual meeting of shareholders of Enron, not less than 120 days prior to the
anniversary date of the proxy statement for the previous year's annual meeting
of the shareholders of Enron (or Old Enron, with respect to the first such
meeting after the Effective Time), and (ii) with respect to an election to be
held at a special meeting of shareholders of Enron for the election of
directors, not later than the close of business on the 10th day following the
date on which notice of the date of the meeting was mailed or public disclosure
of the date of the meeting was made, whichever first occurs. Such shareholder's
notice to the Secretary shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or re-election as a director, all
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors, or is otherwise required,
pursuant to Regulation 14A under the Exchange Act (including the written consent
of such person to be named in the proxy statement as a nominee and to serve as a
director if elected); and (b) as to the shareholder giving the notice, (i) the
name and address, as they appear on Enron's books, of such shareholder, and (ii)
the class and number of shares of capital stock of Enron which are beneficially
owned by the shareholder.
CERTAIN ANTI-TAKEOVER PROVISIONS OF OREGON LAW.
Business Combinations with Interested Shareholders. Enron is subject to the
provisions of Sections 60.825-60.845 of the Oregon Business Corporation Act
("OBCA"), which generally provide that any person who acquires 15% or more of a
corporation's voting stock (thereby becoming an "interested shareholder") may
not engage in certain "business combinations" with the corporation for a period
of three years following the date the person became an interested stockholder,
unless (i) the board of directors has approved, prior to the date the person
became an interested shareholder, either the business combination or the
transaction that resulted in the person becoming an interested shareholder, (ii)
upon consummation of the transaction that resulted in the person becoming an
interested shareholder, that person owns at least 85% of the corporation's
voting stock outstanding at the time the transaction is commenced (excluding
shares owned by persons who are both directors and officers and shares owned by
employee stock plans in which participants do not have the right to determine
whether shares will be tendered in a tender or exchange offer), or (iii) on or
subsequent to the date the person became an interested shareholder, the business
combination is approved by the board of directors and authorized by the
affirmative vote of at least 66 2/3% of the outstanding voting stock not owned
by the interested shareholder.
Control Share Statute. As is permitted by the OBCA, the Enron Charter
provides that New Enron is not subject to the Oregon Control Share Act. The
Oregon Control Share Act restricts the ability of a shareholder of certain
Oregon-based corporations to vote shares of stock acquired in a transaction that
causes the acquiring person to control at least one-fifth, one-third or one-half
of the votes entitled to be cast in the election of directors, except as
authorized by a vote of the corporation's disinterested shareholders.
18
<PAGE> 21
PLAN OF DISTRIBUTION
Enron may sell the Offered Securities (i) through underwriters or dealers;
(ii) directly to purchasers; (iii) through agents; or (iv) from time to time at
prevailing market prices on the New York Stock Exchange, in the case of sales of
Common Stock. The Prospectus Supplement with respect to the Offered Securities
will set forth the terms of the offering of the Offered Securities, including
the name or names of any underwriters or agents, the purchase price of the
Offered Securities and the proceeds to Enron from such sale, any delayed
delivery arrangements, any underwriting discounts and commissions and other
items constituting underwriters' compensation, any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of Offered Securities will be
named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will be
set forth on the cover of such Prospectus Supplement. Unless otherwise set forth
in the Prospectus Supplement relating thereto, the obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all the
Offered Securities if any are purchased.
If dealers are utilized in the sale of Offered Securities, Enron will sell
such Offered Securities to the dealers as principals. The dealers may then
resell such Offered Securities to the public at varying prices to be determined
by such dealers at the time of resale.
The Offered Securities may be sold directly by Enron or through agents
designated by Enron from time to time. Any agent acting as an underwriter in the
offer or sale of the Offered Securities in respect to which this Prospectus is
delivered will be named, and any commissions payable by Enron to such agent will
be set forth, in the Prospectus Supplement relating thereto. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, Enron will authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase Offered Securities from Enron at the public offering price set forth in
the Prospectus Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in the Prospectus Supplement, and the
Prospectus Supplement will set forth the commission payable for solicitation of
such contracts.
Agents, dealers and underwriters may be entitled under agreements with
Enron to indemnification by Enron against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which such agents, dealers or underwriters may be required to make in
respect thereof. Agents, dealers and underwriters may be customers of, engage in
transactions with or perform services for Enron in the ordinary course of
business.
The Offered Securities may or may not be listed on a national securities
exchange. No assurances can be given that there will be a market for the Offered
Securities.
VALIDITY OF SECURITIES
The validity of the Offered Securities 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.
19
<PAGE> 22
EXPERTS
The consolidated financial statements included in Enron's Current Report on
Form 8-K dated March 17, 1997 and consolidated financial statements and schedule
included in Enron's Annual Report on Form 10-K for the year ended December 31,
1996, incorporated by reference herein, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts 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.
20
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth those expenses to be incurred by Enron in
connection with the issuance and distribution of the securities being
registered. Except for the Securities and Exchange Commission registration fee,
all amounts shown are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 181,037
Accounting Fees and Expenses................................ 20,000
Legal Fees and Expenses..................................... 50,000
Fees and Expenses of Transfer Agent, Trustee and
Depositary................................................ 15,000
Blue Sky Fees and Expenses, Including Counsel Fees.......... 25,000
Listing Fees................................................ 20,000
Printing and Engraving Expenses............................. 150,000
Miscellaneous............................................... 3,963
---------------
Total............................................. $ 465,000
===============
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Enron Charter contains provisions under which Enron will indemnify, to
the fullest extent permitted by law, persons who are made a party to an action
or proceeding by virtue of the fact that the individual is or was a director,
officer, or, in certain circumstances, an employee or agent, of Enron or another
corporation at Enron's request. The OBCA generally permits such indemnification
to the extent that the individual acted in good faith and in a manner which he
reasonably believed to be in the best interest of or not opposed to the
corporation or, with respect to criminal matters, if the individual had no
reasonable cause to believe his or her conduct was unlawful. In addition, the
Enron Charter contains a provision that eliminates the personal liability of a
director to the corporation or its shareholders for monetary damages for conduct
as a director, except for liability of a director (i) for breach of the duty of
loyalty, (ii) for actions or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for the payment of
improper dividends or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Form of Underwriting Agreement filed as Exhibit 1 hereto, under certain
specified circumstances, provides for indemnification by the Underwriters of the
directors, officers and controlling persons of Enron.
Enron has purchased liability insurance policies covering the directors and
officers of Enron 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
<TABLE>
<S> <C>
*1 -- Form of Underwriting Agreement -- Debt Securities (Exhibit 1
to Registration Statement No. 33-43324, filed October 21,
1991).
*2.01 -- Amended and Restated Agreement and Plan of Merger dated as
of July 20, 1996 and amended and restated as of September
24, 1996 among Enron, Enron Oregon Corp. and PGC, as amended
by the First Amendment thereto dated April 14, 1997 (Annex A
to the Proxy Statement/Prospectus included in Enron's
Registration Statement on Form S-4 -- File No. 333-13791).
</TABLE>
II-1
<PAGE> 24
<TABLE>
<S> <C>
*3.01 -- Amended and Restated Articles of Incorporation of Enron
(Annex E to the Proxy Statement/Prospectus included in
Enron's Registration Statement on Form S-4 -- File No.
333-13791).
3.02 -- Articles of Merger of Enron Oregon Corp., an Oregon
Corporation, and Enron Corp., a Delaware Corporation.
3.03 -- Articles of Merger of Enron Corp., an Oregon Corporation,
and Portland General Corporation, an Oregon Corporation.
3.04 -- Bylaws of Enron.
*3.05 -- Form of Series Designation for the Enron Convertible
Preferred Stock (Annex F to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form
S-4 -- File No. 333-13791).
*3.06 -- Form of Series Designation for the Enron 9.142% Preferred
Stock (Annex G to the Proxy Statement/Prospectus included in
Enron's Registration Statement on Form S-4 -- File No.
333-13791).
*4.01 -- Indenture dated as of November 1, 1985, between Old Enron
and Harris Trust and Savings Bank, as supplemented and as
amended by the First Supplemental Indenture dated as of
December 1, 1995 (incorporated by reference to Form T-3
Application for Qualification of Indentures under the Trust
Indenture Act of 1939, File No. 22-14390, filed October 24,
1985; Exhibit 4(b) to Old Enron's Form S-3 Registration
Statement No. 33-64057 filed on November 8, 1995). There
have not been filed as exhibits to this registration
statement other debt instruments defining the rights of
holders of long-term debt of Enron, none of which relates to
authorized indebtedness that exceeds 10% of the consolidated
assets of Enron and its subsidiaries. Enron hereby agrees to
furnish a copy of any such instrument to the Commission upon
request.
4.02 -- Supplemental Indenture, dated as of May 8, 1997, by and
among Enron Corp., Enron Oregon Corp. and Harris Trust and
Savings Bank, as Trustee.
*4.03 -- Form of Amended and Restated Agreement of Limited
Partnership of Enron Capital Resources, L.P. (Exhibit 3.1 to
Old Enron Form 8-K dated August 2, 1994).
*4.04 -- Form of Payment and Guarantee Agreement dated as of August
3, 1994, executed by Enron Corp. for the benefit of the
holders of Enron Capital Resources, L.P. 9% Cumulative
Preferred Securities, Series A (Exhibit 4.1 to Old Enron
Form 8-K dated August 2, 1994).
*4.05 -- Form of Loan Agreement, dated as of August 3, 1994, between
Enron Corp. and Enron Capital Resources, L.P. (Exhibit 4.2
to Old Enron Form 8-K dated August 2, 1994).
*4.06 -- Articles of Association of Enron Capital LLC (Exhibit 9 to
Old Enron Form 8-K dated November 12, 1993).
*4.07 -- Form of Payment and Guarantee Agreement of Enron Corp.,
dated as of November 15, 1993, in favor of the holders of
Enron Capital LLC 8% Cumulative Guaranteed Monthly Income
Preferred Shares (Exhibit 2 to Old Enron Form 8-K dated
November 12, 1993).
*4.08 -- Form of Loan Agreement, dated as of November 15, 1993,
between Enron Corp. and Enron Capital LLC (Exhibit 3 to Old
Enron Form 8-K dated November 12, 1993).
5 -- Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to validity of
Debt Securities and Common Stock
12 -- Computation of Ratio of Earnings to Fixed Charges.
</TABLE>
II-2
<PAGE> 25
<TABLE>
<S> <C>
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.
**25 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Harris Trust and Savings Bank.
</TABLE>
- ---------------
* Incorporated by reference as indicated.
** Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrant, Enron Corp., hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to each 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 each 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 Statements;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statements
or any material change to such information in the Registration
Statements;
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 the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statements;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at 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 have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, such Registrant will, unless
II-3
<PAGE> 26
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-4
<PAGE> 27
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 11TH DAY OF JULY,
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, ENRON CAPITAL
RESOURCES, L.P. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON AND STATE OF
TEXAS, ON THE 11TH DAY OF JULY, 1997.
ENRON CAPITAL RESOURCES, L.P.
(Registrant)
By: ENRON CORP., as
General Partner
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 CORP. AND THE GENERAL PARTNER INDICATED AND ON THE
11TH DAY OF JULY, 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 (Principal
(Richard A. Causey) Accounting Officer)
/s/ ANDREW S. FASTOW Senior Vice President, Finance and Treasurer
- --------------------------------------------- (Principal Financial Officer)
(Andrew S. Fastow)
ROBERT A. BELFER* Director
- ---------------------------------------------
(Robert A. Belfer)
</TABLE>
II-5
<PAGE> 28
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
NORMAN P. BLAKE, JR.* Director
- ---------------------------------------------
(Norman P. Blake, Jr.)
RONNIE C. CHAN* Director
- ---------------------------------------------
(Ronnie C. Chan)
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.)
Constituting a Majority of the Board of
Directors
*By: PEGGY B. MENCHACA
- ---------------------------------------------
Peggy B. Menchaca
(Attorney-in-fact for persons indicated)
</TABLE>
II-6
<PAGE> 29
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
*1 -- Form of Underwriting Agreement -- Debt Securities (Exhibit 1
to Registration Statement No. 33-43324, filed October 21,
1991).
*2.01 -- Amended and Restated Agreement and Plan of Merger dated as
of July 20, 1996 and amended and restated as of September
24, 1996 among Enron, Enron Oregon Corp. and PGC, as amended
by the First Amendment thereto dated April 14, 1997 (Annex A
to the Proxy Statement/Prospectus included in Enron's
Registration Statement on Form S-4 -- File No. 333-13791).
*3.01 -- Amended and Restated Articles of Incorporation of Enron
(Annex E to the Proxy Statement/Prospectus included in
Enron's Registration Statement on Form S-4 -- File No.
333-13791).
3.02 -- Articles of Merger of Enron Oregon Corp., an Oregon
Corporation, and Enron Corp., a Delaware Corporation.
3.03 -- Articles of Merger of Enron Corp., an Oregon Corporation,
and Portland General Corporation, an Oregon Corporation.
3.04 -- Bylaws of Enron.
*3.05 -- Form of Series Designation for the Enron Convertible
Preferred Stock (Annex F to the Proxy Statement/Prospectus
included in Enron's Registration Statement on Form
S-4 -- File No. 333-13791).
*3.06 -- Form of Series Designation for the Enron 9.142% Preferred
Stock (Annex G to the Proxy Statement/Prospectus included in
Enron's Registration Statement on Form S-4 -- File No.
333-13791).
*4.01 -- Indenture dated as of November 1, 1985, between Old Enron
and Harris Trust and Savings Bank, as supplemented and as
amended by the First Supplemental Indenture dated as of
December 1, 1995 (incorporated by reference to Form T-3
Application for Qualification of Indentures under the Trust
Indenture Act of 1939, File No. 22-14390, filed October 24,
1985; Exhibit 4(b) to Old Enron's Form S-3 Registration
Statement No. 33-64057 filed on November 8, 1995). There
have not been filed as exhibits to this registration
statement other debt instruments defining the rights of
holders of long-term debt of Enron, none of which relates to
authorized indebtedness that exceeds 10% of the consolidated
assets of Enron and its subsidiaries. Enron hereby agrees to
furnish a copy of any such instrument to the Commission upon
request.
4.02 -- Supplemental Indenture, dated as of May 8, 1997, by and
among Enron Corp., Enron Oregon Corp. and Harris Trust and
Savings Bank, as Trustee.
*4.03 -- Form of Amended and Restated Agreement of Limited
Partnership of Enron Capital Resources, L.P. (Exhibit 3.1 to
Old Enron Form 8-K dated August 2, 1994).
*4.04 -- Form of Payment and Guarantee Agreement dated as of August
3, 1994, executed by Enron Corp. for the benefit of the
holders of Enron Capital Resources, L.P. 9% Cumulative
Preferred Securities, Series A (Exhibit 4.1 to Old Enron
Form 8-K dated August 2, 1994).
*4.05 -- Form of Loan Agreement, dated as of August 3, 1994, between
Enron Corp. and Enron Capital Resources, L.P. (Exhibit 4.2
to Old Enron Form 8-K dated August 2, 1994).
*4.06 -- Articles of Association of Enron Capital LLC (Exhibit 9 to
Old Enron Form 8-K dated November 12, 1993).
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
*4.07 -- Form of Payment and Guarantee Agreement of Enron Corp.,
dated as of November 15, 1993, in favor of the holders of
Enron Capital LLC 8% Cumulative Guaranteed Monthly Income
Preferred Shares (Exhibit 2 to Old Enron Form 8-K dated
November 12, 1993).
*4.08 -- Form of Loan Agreement, dated as of November 15, 1993,
between Enron Corp. and Enron Capital LLC (Exhibit 3 to Old
Enron Form 8-K dated November 12, 1993).
5 -- Opinion of James V. Derrick, Jr., Esq., Senior Vice
President and General Counsel of Enron, as to validity of
Debt Securities and Common Stock
12 -- Computation of Ratio of Earnings to Fixed Charges.
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.
**25 -- Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of Harris Trust and Savings Bank.
</TABLE>
- ---------------
* Incorporated by reference as indicated.
** Previously filed.
<PAGE> 1
EXHIBIT 3.02
ARTICLES OF MERGER
OF
ENRON OREGON CORP., AN OREGON CORPORATION
AND
ENRON CORP., A DELAWARE CORPORATION
Enron Oregon Corp., an Oregon corporation, the surviving corporation in
a merger effected pursuant to ORS 60.481-60.501 and Section 252 of the Delaware
General Corporation Law, submits the following Articles of Merger for filing
pursuant to ORS 60.494:
1. The names of the constituent corporations in the merger
are Enron Oregon Corp., an Oregon corporation (Oregon Registry No.
527549-84), and Enron Corp., a Delaware corporation.
2. The surviving corporation in the merger is Enron Oregon
Corp., an Oregon corporation.
Pursuant to the plan of merger, the Amended and Restated
Articles of Incorporation of Enron Oregon Corp., as in effect
immediately prior to the effective time of the merger, shall be the
articles of incorporation of the surviving corporation until further
amended as provided therein and under Oregon law, except that upon
effectiveness of the merger, Article 1 of such articles of incorporation
shall be amended to read in its entirety as follows:
"The name of the corporation is Enron Corp."
3. A copy of the plan of merger is attached as Exhibit A.
4. The plan of merger was approved by the holder of all of
the common stock of Enron Oregon Corp., an Oregon corporation, acting by
unanimous written consent as a single voting group, such approval being
the only shareholder approval of the merger required on the part of
Enron Oregon Corp., an Oregon corporation. At the date of the
shareholder vote, there were 1,000 shares of common stock of Enron
Oregon Corp., an Oregon corporation, issued and outstanding, all of
which were entitled to be cast with respect to approval of the plan of
merger. All of such shares were voted for approval of the plan of merger
and no shares were voted against approval of the plan of merger.
5. The plan of merger was approved and adopted by the
holders of common stock, par value $.10 per share ("Common Stock"), and
Cumulative Second Preferred Convertible Stock, par value $1.00 per share
("Convertible Preferred Stock"), of Enron Corp., a Delaware corporation,
voting together as a single class, such approval being the only
shareholder approval of the merger required on the part of Enron Corp.,
a Delaware corporation. At the record date fixed for determination of
the shareholders of Enron Corp., a Delaware corporation, entitled to
vote on the plan of merger, there were 253,823,320 shares of Common
Stock and 1,371,783 shares of Convertible Preferred Stock issued and
outstanding, which shares were voted as a single class and represented
in the aggregate 272,550,902 votes entitled to be cast as a single class
with respect to approval of the merger. At the meeting of the
shareholders of Enron Corp., a Delaware corporation, duly convened
<PAGE> 2
for the purpose of approving and adopting the plan of merger,
204,550,902 of the votes represented by such shares were voted
for approval and adoption of the plan of merger and 1,640,846
votes were cast against approval and adoption of the plan of
merger.
6. The merger shall be effective at 2:00 p.m.
Pacific Time on July 1, 1997.
7. Person to contact with respect to this filing:
Kate Cole, Enron Corp., (713) 853-6161.
IN WITNESS WHEREOF, the undersigned constituent corporations
have executed these Articles of Merger on the 1st day of July, 1997.
ENRON OREGON CORP., an Oregon corporation
By: /s/ J. CLIFFORD BAXTER
-------------------------------------
J. Clifford Baxter
Vice President
ENRON CORP., a Delaware corporation
By: /s/ J. CLIFFORD BAXTER
-------------------------------------
J. Clifford Baxter
Senior Vice President
<PAGE> 1
EXHIBIT 3.03
ARTICLES OF MERGER
OF
ENRON CORP., AN OREGON CORPORATION
AND
PORTLAND GENERAL CORPORATION, AN OREGON CORPORATION
Enron Corp., an Oregon corporation (known as Enron Oregon Corp. until
immediately prior to the effectiveness of the merger described herein), the
surviving corporation in a merger effected pursuant to ORS 60.481-60.501,
submits the following Articles of Merger for filing pursuant to ORS 60.494:
1. The names of the constituent corporations in the merger
are Enron Corp., an Oregon corporation (Oregon Registry No. 527549-84),
and Portland General Corporation, an Oregon corporation (Oregon Registry
No. 011993-89).
2. The surviving corporation in the merger is Enron Corp.,
an Oregon corporation.
3. A copy of the plan of merger is attached as Exhibit A.
4. The plan of merger was approved by the holder of all of
the common stock of Enron Corp. acting by unanimous written consent as a
single voting group, such approval being the only shareholder approval
of the merger required on the part of Enron Corp. At the date of the
shareholder vote, there were 1,000 shares of common stock of Enron Corp.
issued and outstanding, all of which were entitled to be cast with
respect to approval of the plan of merger. All of such shares were voted
for approval of the plan of merger and no shares were voted against
approval of the plan of merger.
5. The plan of merger was approved by the holders of common
stock of Portland General Corporation voting together as a single voting
group, such approval being the only shareholder approval of the merger
required on the part of Portland General Corporation. At the record date
fixed for determination of the shareholders of Portland General
Corporation entitled to vote on the plan of merger, there were
51,406,352 shares of common stock issued and outstanding, all of which
were entitled to be cast as with respect to approval of the merger,
voting as a single voting group. At the meeting of the shareholders of
Portland General Corporation duly convened for the purpose of approving
the plan of merger, 34,396,998 of the votes represented by such shares
were voted for approval of the plan of merger and 889,111 votes were
cast against approval of the plan of merger.
6. The merger shall be effective at 2:01 p.m. Pacific Time
on July 1, 1997.
7. Person to contact about this filing: Kate Cole, Enron
Corp., (713) 853-6161.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned constituent corporations have
executed these Articles of Merger on the 1st day of July, 1997.
ENRON CORP.
(formerly known as Enron Oregon Corp.)
By: /s/ J. CLIFFORD BAXTER
----------------------------------
J. Clifford Baxter
Vice President
PORTLAND GENERAL CORPORATION
By: /s/ JOSEPH M. HIRKO
----------------------------------
Joseph M. Hirko
Senior Vice President and
Chief Financial Officer
-2-
<PAGE> 1
EXHIBIT 3.04
(RESTATED June 24, 1997
to be effective July 1, 1997)
BYLAWS
of
ENRON CORP.
An Oregon Corporation
Date of Adoption
June 24, 1997
to be effective July 1, 1997
<PAGE> 2
TABLE OF CONTENTS
Article I
Offices
Section 1 Registered Office .................................... 1
Section 2 Other Offices ........................................ 1
Article II
Shareholders
Section 1 Place of Meetings .................................... 1
Section 2 Quorum; Adjournment of Meetings ...................... 1
Section 3 Annual Meetings ...................................... 2
Section 4 Special Meetings ..................................... 2
Section 5 Record Date .......................................... 2
Section 6 Notice of Meetings ................................... 2
Section 7 Shareholder List ..................................... 2
Section 8 Proxies .............................................. 3
Section 9 Voting; Elections; Inspectors ........................ 3
Section 10 Conduct of Meetings .................................. 4
Section 11 Voting of Certain Shares ............................. 4
Section 12 Business to be Brought Before the Annual Meeting ..... 4
Article III
Board of Directors
Section 1 Power; Number; Term of Office ........................ 5
Section 2 Quorum; Voting ....................................... 5
Section 3 Place of Meetings; Order of Business ................. 5
Section 4 First Meeting ........................................ 5
Section 5 Regular Meetings ..................................... 5
Section 6 Special Meetings ..................................... 5
Section 7 Nomination of Directors .............................. 6
Section 8 Removal .............................................. 6
Section 9 Vacancies; Increases in the Number of Directors ...... 7
Section 10 Compensation ......................................... 7
Section 11 Action Without a Meeting; Telephone Conference Meetings 7
Section 12 Approval or Ratification of Acts or Contracts by
Shareholders ......................................... 7
Article IV
Committees
Section 1 Executive Committee ................................... 7
Section 2 Audit Committee ....................................... 7
Section 3 Other Committees ...................................... 8
Section 4 Procedure; Meetings; Quorum ........................... 8
Section 5 Substitution and Removal of Members; Vacancies ........ 8
Section 6 Limitation on Power and Authority of Committees ....... 8
Article V
Officers
Section 1 Number, Titles and Term of Office .................... 9
Section 2 Powers and Duties of the Chairman of the Board ....... 9
Section 3 Powers and Duties of the Chief Executive Officer ..... 9
Section 4 Powers and Duties of the President ................... 9
Section 5 Powers and Duties of the Vice Chairmen of the Board .. 9
Section 6 Vice Presidents ...................................... 9
Section 7 General Counsel ...................................... 10
Section 8 Secretary ............................................ 10
Section 9 Deputy Corporate Secretary and Assistant Secretaries . 10
Section 10 Treasurer ............................................ 10
Section 11 Assistant Treasurers ................................. 10
Section 12 Action with Respect to Securities of Other
Corporations ......................................... 10
Section 13 Delegation ........................................... 10
Article VI
Capital Stock
Section 1 Certificates of Stock ................................ 11
Section 2 Transfer of Shares ................................... 11
Section 3 Ownership of Shares .................................. 11
Section 4 Regulations Regarding Certificates ................... 11
Section 5 Lost or Destroyed Certificates ....................... 11
Article VII
Miscellaneous Provisions
Section 1 Fiscal Year .......................................... 12
Section 2 Corporate Seal ....................................... 12
Section 3 Notice and Waiver of Notice .......................... 12
Section 4 Facsimile Signatures ................................. 12
Section 5 Application of Bylaws ................................ 12
Article VIII
Amendments
Bylaws
i
<PAGE> 3
BYLAWS
OF
ENRON CORP.
Article I
Offices
Section 1. Registered Office. The registered office of the Corporation
required by the Oregon Business Corporation Act to be maintained in the State of
Oregon shall be CT Corporation System, 520 S.W. Yamhill, Suite 800, Portland,
Oregon 97204, or such other office as may be designated from time to time by the
Board of Directors in the manner provided by law.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of incorporation of the
Corporation as the Board of Directors may from time to time determine or the
business of the Corporation may require.
Article II
Shareholders
Section 1. Place of Meetings. All meetings of the shareholders shall be
held at the principal office of the Corporation, or at such other place within
or without the State of incorporation of the Corporation as shall be specified
or fixed in the notices or waivers of notice thereof.
Section 2. Quorum; Adjournment of Meetings. Unless otherwise required
by law or provided in the Articles of Incorporation or these Bylaws, (i) the
holders of a majority of the voting power attributable to the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at any meeting of shareholders for the
transaction of business, (ii) in all matters other than election of directors,
the affirmative vote of the holders of a majority of the voting power
attributable to such stock so present or represented at any meeting of
shareholders at which a quorum is present shall constitute the act of the
shareholders, and (iii) where a separate vote by a class or classes is required,
a majority of the voting power attributable to the outstanding shares of such
class or classes, present in person or represented by proxy shall constitute a
quorum entitled to take action with respect to that vote on that matter and the
affirmative vote of the majority of the voting power attributable to the shares
of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.
Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
Notwithstanding the other provisions of the Articles of Incorporation
or these Bylaws, the chairman of the meeting or the holders of a majority of the
voting power attributable to the issued and outstanding stock, present in person
or represented by proxy and entitled to vote thereat, at any meeting of
shareholders, whether or not a quorum is present, shall have the power to
adjourn such meeting from time to time, without any notice other than
announcement at the meeting of the time and place of the holding of the
adjourned meeting. If the adjournment is for
Bylaws
1
<PAGE> 4
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at such meeting. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally called.
Section 3. Annual Meetings. An annual meeting of the shareholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place (within or without the State of incorporation of the
Corporation), on such date, and at such time as the Board of Directors shall fix
and set forth in the notice of the meeting, which date shall be no later than
the earlier of (i) six (6) months after the Corporation's fiscal year end, or
(ii) fifteen (15) months after the previous annual meeting of shareholders.
Section 4. Special Meetings. Unless otherwise provided in the Articles
of Incorporation, a special meeting of the shareholders shall be held on the
call of the Chairman of the Board, the President, a Vice Chairman of the Board,
a majority of the Board of Directors, a majority of the Executive Committee (if
any), and, to the extent required by law, if the holders of at least 10% of all
votes entitled to be cast on any issue at the proposed special meeting sign,
date and deliver to the Corporation's Secretary one or more written demands for
the meeting describing the purpose or purposes for which it is to be held, in
each case, at such time and at such place as may be stated in the notice of the
meeting. Business transacted at a special meeting shall be confined to the
purpose(s) stated in the notice of such meeting.
Section 5. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors of the Corporation may fix a date as
the record date for any such determination of shareholders, which record date
shall not precede the date on which the resolutions fixing the record date are
adopted and which record date shall not be more than seventy (70) days before
the date of the proposed meeting or action.
If the Board of Directors does not fix a record date for any meeting of
the shareholders, the record date for determining shareholders entitled to
notice of or to vote at such meeting shall be at the close of business on the
day before notice is mailed or otherwise transmitted to shareholders. If the
Board of Directors does not fix the record date for determining shareholders for
any other purpose, the record date shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting, and must do so if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.
Section 6. Notice of Meetings. Written notice of the place, date and
hour of all meetings, and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by or at the direction of the
Chairman of the Board, the President, a Vice Chairman of the Board, the
Secretary or other person(s) calling the meeting to each shareholder entitled to
vote thereat not less than ten (10) nor more than sixty (60) days before the
date of the meeting. Such notice is given when deposited in the United States
mail, postage prepaid, directed to the shareholder at such shareholder's address
as it appears on the records of the Corporation.
Section 7. Shareholder List. A complete list of shareholders entitled
to vote at any meeting of shareholders, arranged in alphabetical order for each
class of stock and showing the address of each such shareholder and the number
of shares registered in the name of such shareholder, shall be open to the
examination of any shareholder, during ordinary business hours, beginning two
business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, either at the corporation's
principal office or at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting. A shareholder or
such shareholder's agent or attorney is entitled on written demand to inspect
and, subject to
Bylaws
2
<PAGE> 5
compliance with applicable law, to copy the list during regular business hours
and at the shareholder's expense during the period it is available for
inspection. The shareholder list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
shareholder or such shareholder's agent or attorney during the meeting or any
adjournment thereof.
Section 8. Proxies. Each shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy.
Proxies for use at any meeting of shareholders shall be filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time of the meeting. All proxies shall
be received and taken charge of and all ballots shall be received and canvassed
by the secretary of the meeting, who shall decide all questions touching upon
the qualification of voters, the validity of the proxies, and the acceptance or
rejection of votes, unless an inspector or inspectors shall have been duly
appointed as provided in Section 9 of Article II hereof, in which event such
inspector or inspectors shall decide all such questions.
No proxy shall be valid after eleven (11) months from its date, unless
the proxy expressly provides for a longer period. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.
Should a proxy designate two or more persons to act as proxies, unless
such instrument shall provide the contrary, a majority of such persons present
at any meeting at which their powers thereunder are to be exercised shall have
and may exercise all the powers of voting or giving consents thereby conferred,
or if only one be present, then such powers may be exercised by that one; or, if
an even number attend and a majority do not agree on any particular issue, each
person designated to act as proxy and so attending shall be entitled to exercise
such powers in respect of such portion of the shares as is equal to the
reciprocal of the fraction equal to the number of persons designated to act as
proxies and in attendance divided by the total number of shares represented by
such proxies.
Section 9. Voting; Elections; Inspectors. Unless otherwise required by
law or provided in the Articles of Incorporation, each shareholder shall on each
matter submitted to a vote at a meeting of shareholders have one vote for each
shares of stock entitled to vote which is registered in his name on the record
date for the meeting. For the purposes hereof, each election to fill a
directorship shall constitute a separate matter. Shares registered in the name
of another corporation, domestic or foreign, or other legal entity may be voted
by such officer, agent or proxy as the bylaws (or comparable instrument) of such
corporation or other legal entity may prescribe, or in the absence of such
provisions, as the Board of Directors (or comparable body) of such corporation
or other legal entity may determine. Shares registered in the name of a deceased
person may be voted by the executor or administrator of such person's estate,
either in person or by proxy.
All voting, except as required by the Articles of Incorporation or
where otherwise required by law, may be by a voice vote; provided, however, upon
request of the chairman of the meeting or upon demand therefor by shareholders
holding a majority of the issued and outstanding stock present in person or by
proxy at any meeting a stock vote shall be taken. Every stock vote shall be
taken by written ballots, each of which shall state the name of the shareholder
or proxy voting and such other information as may be required under the
procedure established for the meeting. All elections of directors shall be by
written ballots, unless otherwise provided in the Articles of Incorporation.
In advance of any meeting of shareholders, the Chairman of the Board,
the President or the Board of Directors shall appoint one or more inspectors,
each of whom shall subscribe an oath or affirmation to execute faithfully the
duties of inspector at such meeting with strict impartiality and according to
the best of such inspector's ability. Such inspector(s) shall receive the
written ballots, count the votes, make and sign a certificate of the result
thereof. The Chairman of the Board, the President or the Board of Directors may
appoint any person to serve as inspector, except no candidate for the office of
director shall be appointed as an inspector.
Bylaws
3
<PAGE> 6
Unless otherwise provided in the Articles of Incorporation, cumulative voting
for the election of directors shall be prohibited.
Section 10. Conduct of Meetings. The meetings of the shareholders shall
be presided over by the Chairman of the Board, or if the Chairman of the Board
is not present, by the President, or if the President is not present, by a Vice
Chairman of the Board, or if none of the Chairman of the Board, the President
and a Vice Chairman of the Board is present, by a chairman elected at the
meeting. The Secretary of the Corporation, if present, shall act as secretary of
such meetings, or if the Secretary is not present, the Deputy Corporate
Secretary or an Assistant Secretary shall so act; if none of the Secretary, the
Deputy Corporate Secretary and an Assistant Secretary is present, then a
secretary shall be appointed by the chairman of the meeting. The chairman of any
meeting of shareholders shall determine the order of business and, subject to
the requirements of applicable law, the procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seem to the
chairman in order.
Section 11. Voting of Certain Shares. No other corporation of which the
Corporation owns a majority of the shares entitled to vote in the election of
directors of such other corporation shall vote, directly or indirectly, shares
of the Corporation's stock owned by such other corporation, and such shares
shall not be counted for quorum purposes. Nothing in this Section 11 shall be
construed as limiting the right of the Corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.
Section 12. Business to be Brought Before the Annual Meeting. To be
properly brought before the annual meeting of shareholders, business must be
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a shareholder of the Corporation who is a
shareholder of record at the time of giving of notice provided for in this
Section 12 of Article II, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 12 of Article II.
In addition to any other applicable requirements, for business to be brought
before an annual meeting by a shareholder of the Corporation, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
120 days prior to the anniversary date of the proxy statement for the preceding
annual meeting of shareholders of the Corporation (or not less than 120 days
prior to the anniversary date of the proxy statement for the preceding annual
meeting of shareholders of Enron Corp., a Delaware corporation, in case of the
first annual meeting of shareholders held after the effective time of the merger
of Enron Corp. with and into the Corporation). A shareholder's notice to the
Secretary shall set forth as to each matter (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the shareholder proposing such
business, (iii) the acquisition date, the class and the number of shares of
voting stock of the Corporation which are owned beneficially by the shareholder,
(iv) any material interest of the shareholder in such business, and (v) a
representation that the shareholder intends to appear in person or by proxy at
the meeting to bring the proposed business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 12 of Article II.
The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 12 of
Article II, and if the chairman should so determine, the chairman shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 12 of Article
II, a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 12.
Bylaws
4
<PAGE> 7
Article III
Board of Directors
Section 1. Power; Number; Term of Office. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors, and subject to the restrictions imposed by law or the Articles of
Incorporation, the Board of Directors may exercise all the powers of the
Corporation.
The number of directors that shall constitute the whole Board of
Directors shall be determined from time to time by the Board of Directors;
provided that the number of directors constituting the whole Board of Directors
shall be at least one (1) and not more than twenty (20); and provided further
that no decrease in the number of directors which would have the effect of
shortening the term of an incumbent director may be made by the Board of
Directors. If the Board of Directors makes no such determination, the number of
directors shall be three. Each director shall hold office until such director's
successor shall have been elected and qualified or until such director's earlier
death, resignation or removal.
Unless otherwise provided in the Articles of Incorporation, directors
need not be shareholders nor residents of the state of incorporation of the
Corporation.
Section 2. Quorum; Voting. Unless otherwise provided in the Articles of
Incorporation, a majority of the total number of directors shall constitute a
quorum for the transaction of business of the Board of Directors and the vote of
a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 3. Place of Meetings; Order of Business. The directors may hold
their meetings and may have an office and keep the books of the Corporation,
except as otherwise provided by law, in such place or places, within or without
the state of incorporation of the Corporation, as the Board of Directors may
from time to time determine. At all meetings of the Board of Directors business
shall be transacted in such order as shall from time to time be determined by
the Chairman of the Board, or in the Chairman of the Board's absence by the
President (should the President be a director), or in the President's absence by
a Vice Chairman of the Board, or by the Board of Directors.
Section 4. First Meeting. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the shareholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held next after the annual meeting of shareholders, the
Board of Directors shall elect the officers of the Corporation.
Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by the Chairman of the Board or, in the absence of the Chairman of the Board, by
the President (should the President be a director), or in the President's
absence, by a Vice Chairman of the Board, or by the Board of Directors. Notice
of such regular meetings shall not be required.
Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President (should the President
be a director) or a Vice Chairman of the Board or, on the written request of any
two directors, by the Secretary, in each case on at least twenty-four (24) hours
personal, written, telegraphic, cable or wireless notice to each director. Such
notice, or any waiver thereof pursuant to Article VII, Section 3 hereof, need
not state the purpose or purposes of such meeting, except as may otherwise be
required by law or provided for in the Articles of Incorporation or these
Bylaws. Meetings may be held at any time without notice if all the directors are
present or if those not present waive notice of the meeting in writing.
Bylaws
5
<PAGE> 8
Section 7. Nomination of Directors. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors,
except as otherwise provided in Section 9 of this Article III. Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of shareholders (a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Corporation who is a shareholder of record at
the time of giving of notice provided for in this Section 7 of Article III, who
shall be entitled to vote for the election of directors at the meeting and who
complies with the notice procedures set forth in this Section 7 of Article III.
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation (i)
with respect to an election to be held at the annual meeting of the shareholders
of the Corporation, not less than 120 days prior to the anniversary date of the
proxy statement for the immediately preceding annual meeting of shareholders of
the Corporation (or not less than 120 days prior to the anniversary date of the
proxy statement for the preceding annual meeting of shareholders of Enron Corp.,
a Delaware corporation, in case of the first annual meeting of shareholders held
after the effective time of the merger of Enron Corp. with and into the
Corporation), and (ii) with respect to an election to be held at a special
meeting of shareholders of the Corporation for the election of directors, not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or public disclosure of the date of
the meeting was made, whichever first occurs. Such shareholder's notice to the
Secretary shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director, all information relating to
the person that is required to be disclosed in solicitations for proxies for
election of directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including the written
consent of such person to be named in the proxy statement as a nominee and to
serve as a director if elected); and (b) as to the shareholder giving the notice
(i) the name and address, as they appear on the Corporation's books, of such
shareholder, and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder. At the request of
any officer of the Corporation, any person nominated by the Board of Directors
for election as a director shall furnish to the Secretary of the Corporation
that information required to be set forth in a shareholder's notice of
nomination which pertains to the nominee.
In the event that a person is validly designated as nominee to the
Board and shall thereafter become unable or unwilling to stand for election to
the Board of Directors, the Board of Directors or the shareholder who proposed
such nominee, as the case may be , may designate a substitute nominee.
Except as otherwise provided in Section 9 of this Article III, no
person shall be eligible to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 7 of
Article III. The chairman of the meeting of shareholders shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if the chairman
should so determine, the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 7 of Article
III, a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 7 of Article
III.
Section 8. Removal. Any director or the entire Board of Directors may
be removed, with or without cause by the holders of a majority of the shares
then entitled to vote at an election of directors; provided that, with respect
to the removal without cause of a director or directors elected by the holders
of any class or series entitled to elect one or more directors, only the holders
of outstanding shares of that class or series shall be entitled to vote on such
removal.
Section 9. Vacancies; Increases in the Number of Directors. Unless
otherwise provided in the Articles of Incorporation, if a vacancy occurs on the
Board of Directors, including a vacancy resulting from an increase in the number
of directors, the shareholders may fill the vacancy, the Board of Directors may
fill the vacancy or, if the directors remaining in office constitute fewer than
a quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office. If the vacant office is
filled by the
Bylaws
6
<PAGE> 9
shareholders and was held by a director elected by a voting group of
shareholders, then only the holders of shares of that voting group are entitled
to vote to fill the vacancy.
Section 10. Compensation. Directors and members of standing committees
may receive such compensation as the Board of Directors from time to time shall
determine to be appropriate, and shall be reimbursed for all reasonable expenses
incurred in attending and returning from meetings of the Board of Directors.
Section 11. Action Without a Meeting; Telephone Conference Meetings.
Unless otherwise restricted by the Articles of Incorporation, any action
required or permitted to be taken at any meeting of the Board of Directors, or
any committee designated by the Board of Directors, may be taken without a
meeting if all members of the Board of Directors or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or committee. Such consent
shall have the same force and effect as a unanimous vote at a meeting and may be
stated as such in any document or instrument filed with the Secretary of State
of the state of incorporation of the Corporation.
Unless otherwise restricted by the Articles of Incorporation, subject
to the requirement for notice of meetings, members of the Board of Directors or
members of any committee designated by the Board of Directors may participate in
a meeting of such Board of Directors or committee, as the case may be, by means
of a conference telephone connection or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in such a meeting shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
Section 12. Approval or Ratification of Acts or Contracts by
Shareholders. The Board of Directors in its discretion may submit any act or
contract for approval or ratification at any annual meeting of the shareholders,
or at any special meeting of the shareholders called for the purpose of
considering any such act or contract, and any act or contract that shall be
approved or be ratified by the vote of the shareholders holding a majority of
the voting power attributable to the issued and outstanding shares of stock of
the Corporation entitled to vote and present in person or by proxy at such
meeting (provided that a quorum is present) shall be as valid and as binding
upon the Corporation and upon all the shareholders as if it has been approved or
ratified by every shareholder of the Corporation.
Article IV
Committees
Section 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate an
Executive Committee consisting of two or more of the directors of the
Corporation, one of whom shall be designated chairman of the Executive
Committee. During the intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all the powers of the
Board of Directors, except as provided in Section 6 of this Article IV. The
Executive Committee shall also have, and may exercise, all the powers of the
Board of Directors, except as aforesaid, whenever a quorum of the Board of
Directors shall fail to be present at any meeting of the Board.
Section 2. Audit Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate an Audit
Committee consisting of two or more of the directors of the Corporation, one of
whom shall be designated chairman of the Audit Committee. The Audit Committee
shall have and may exercise such powers and authority as provided in the
resolution creating it and as determined from time to time by the Board of
Directors, except as provided in Section 6 of this Article IV.
Section 3. Other Committees. The Board of Directors may, by
resolution passed from time to time by a majority of the whole Board of
Directors, designate such other committees as it shall see fit consisting of
two or more of the directors of the Corporation, one of whom shall be
designated chairman of each such committee. Any
Bylaws
7
<PAGE> 10
such committee shall have and may exercise such powers and authority as provided
in the resolution creating it and as determined from time to time by the Board
of Directors, except as provided in Section 6 of this Article IV.
Section 4. Procedure; Meetings; Quorum. Any committee designated
pursuant to this Article IV shall keep regular minutes of its actions and
proceedings in a book provided for that purpose and report the same to the Board
of Directors at its meeting next succeeding such action, shall fix its own rules
or procedures, and shall meet at such times and at such place or places as may
be provided by such rules, or by such committee or the Board of Directors.
Should a committee fail to fix its own rules, the provisions of these Bylaws,
pertaining to the calling of meetings and conduct of business by the Board of
Directors, shall apply as nearly as practicable. At every meeting of any such
committee, the presence of a majority of all the members thereof shall
constitute a quorum and the affirmative vote of a majority of the members
present shall be necessary for the adoption by it of any resolution.
Section 5. Substitution and Removal of Members; Vacancies. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
such committee. The Board of Directors shall have the power at any time to
remove any member(s) of a committee and to appoint other directors in lieu of
the person(s) so removed and shall also have the power to fill vacancies in a
committee.
Section 6. Limitation on Power and Authority of Committees. No
committee of the Board of Directors shall have the power or authority of the
Board of Directors to:
(a) authorize distributions, except as may be permitted by
paragraph (g) hereof;
(b) approve or propose to shareholders actions that are
required under the Oregon Business Corporation Act to be approved by
shareholders;
(c) fill vacancies on the Board of Directors or on any of
its committees;
(d) amend the Articles of Incorporation pursuant to Oregon
Revised Statutes Section 60.434, except as may be necessary to document
a determination of the relative rights, preferences and limitations of
a class or series of shares by a committee or an officer of the
Corporation as permitted by paragraph (h) hereof;
(e) adopt, amend or repeal these Bylaws;
(f) approve a plan of merger not requiring shareholder
approval;
(g) authorize or approve reacquisition of shares, except
within limits prescribed by the Board of Directors; or
(h) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that
the Board of Directors may authorize a committee or an officer of the
Corporation to do so (i) pursuant to a stock option or other stock
compensation plan, or (ii) by approving the maximum number of shares to
be issued and delegating the authority to determine all or any part of
the terms of the issuance or sale or contract of sale and the
designation and relative rights, preferences and limitations of the
class or series of shares.
Bylaws
8
<PAGE> 11
Article V
Officers
Section 1. Number, Titles and Term of Office. The officers of the
Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents (any one or more of whom may be designated Executive Vice President
or Senior Vice President), a Treasurer, a Secretary, a General Counsel and
such other officers as the Board of Directors may from time to time elect or
appoint (including, but not limited to, a Vice Chairman of the Board, a Deputy
Corporate Secretary, one or more Assistant Secretaries and one or more
Assistant Treasurers). Each officer shall hold office until such officer's
successor shall be duly elected and shall qualify or until such officer's
death or until such officer shall resign or shall have been removed. Any
number of offices may be held by the same person, unless the Articles of
Incorporation provides otherwise. Except for the Chairman of the Board and any
Vice Chairman of the Board, no officer need be a director.
Section 2. Powers and Duties of the Chairman of the Board. The Chairman
of the Board shall preside at all meetings of the shareholders and of the Board
of Directors; and he shall have such other powers and duties as designated in
these bylaws and as from time to time may be assigned to him by the Board of
Directors.
Section 3. Powers and Duties of the Chief Executive Officer. The
Chairman of the Board shall be the chief executive officer of the Corporation
unless the Board of Directors designates the President as chief executive
officer. Subject to the control of the Board of Directors and the executive
committee (if any), the chief executive officer shall have general executive
charge, management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; may agree upon and execute all leases, contracts, evidences of
indebtedness and other obligations in the name of the Corporation and may sign
all certificates for shares of capital stock of the Corporation; and shall have
such other powers and duties as designated in accordance with these Bylaws and
as from time to time may be assigned to the chief executive officer by the Board
of Directors.
Section 4. Powers and Duties of the President. Unless the Board of
Directors otherwise determines, the President shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the Board of Directors,
otherwise determines, the President shall, in the absence of the Chairman of the
Board or if there be no Chairman of the Board, preside at all meetings of the
shareholders and (should the President be a director) of the Board of Directors;
and the President shall have such other powers and duties as designated in
accordance with these Bylaws and as from time to time may be assigned to the
President by the Board of Directors or the Chairman of the Board.
Section 5. Powers and Duties of the Vice Chairmen of the Board. The
Board of Directors may assign areas of responsibility to one or more Vice
Chairmen of the Board, and, in such event, and subject to the overall direction
of the Chairman of the Board and the Board of Directors, a Vice Chairman of the
Board shall be responsible for supervising the management of the affairs of the
Corporation and its subsidiaries within the area or areas assigned and shall
monitor and review on behalf of the Board of Directors all functions within the
corresponding area or areas of the Corporation and each such subsidiary of the
Corporation. In the absence of the President, or in the event of the President's
inability or refusal to act, a Vice Chairman of the Board shall perform the
duties of the President, and when so acting shall have all the powers of and be
subject to all the restrictions upon the President. Further, a Vice Chairman of
the Board shall have such other powers and duties as designated in accordance
with these Bylaws and as from time to time may be assigned to such Vice Chairman
of the Board by the Board of Directors or the Chairman of the Board.
Section 6. Vice Presidents. Subject to any restrictions that may be
imposed by the Board of Directors, each Vice President shall at all times
possess power to sign all certificates, contracts and other instruments of the
Corporation, except as otherwise limited in writing by the Chairman of the
Board, the President or a Vice Chairman of the Board of the Corporation. Each
Vice President shall have such other powers and duties as from time to time may
be assigned to such Vice President by the Board of Directors, the Chairman of
the Board, the President or a Vice Chairman of the Board.
Bylaws
9
<PAGE> 12
Section 7. General Counsel. The General Counsel shall act as chief
legal advisor to the Corporation. The General Counsel may have one or more staff
attorneys and assistants, and may retain other attorneys to conduct the legal
affairs and litigation of the Corporation under the General Counsel's
supervision.
Section 8 Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors, committees of the Board of Directors and the
shareholders, in books provided for that purpose; shall attend to the giving and
serving of all notices; may in the name of the Corporation affix the seal of the
Corporation to any contract of the Corporation and attest the affixation of the
seal of the Corporation thereto; may sign with the other appointed officers all
certificates for shares of capital stock of the Corporation; shall have charge
of the certificate books, transfer books and stock ledgers, and such other books
and papers as the Board of Directors may direct, all of which shall at all
reasonable times be open to inspection of any director upon application at the
office of the Corporation during business hours; shall have such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to the Secretary by the Board of Directors, the Chairman of the Board,
the President or a Vice Chairman of the Board; and shall in general perform all
acts incident to the office of Secretary, subject to the control of the Board of
Directors, the Chairman of the Board, the President or any Vice Chairman of the
Board.
Section 9. Deputy Corporate Secretary and Assistant Secretaries. The
Deputy Corporate Secretary and each Assistant Secretary shall have the usual
powers and duties pertaining to such offices, together with such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to the Deputy Corporate Secretary or an Assistant Secretary by the
Board of Directors, the Chairman of the Board, the President, a Vice Chairman of
the Board, or the Secretary. The Deputy Corporate Secretary shall exercise the
powers of the Secretary during that officer's absence or inability or refusal to
act.
Section 10. Treasurer. Subject to any restrictions that may be imposed
by the Board of Directors, the Treasurer shall have responsibility for the
custody and control of all the funds and securities of the Corporation, and
shall have such other powers and duties as designated in these Bylaws and as
from time to time may be assigned to the Treasurer by the Board of Directors,
the Chairman of the Board, the President or a Vice Chairman of the Board. The
Treasurer shall perform all acts incident to the position of Treasurer, subject
to the control of the Board of Directors, the Chairman of the Board, the
President and any Vice Chairman of the Board; and the Treasurer shall, if
required by the Board of Directors, give such bond for the faithful discharge of
the Treasurer's duties in such form as the Board of Directors may require.
Section 11. Assistant Treasurers. Each Assistant Treasurer shall have
the usual powers and duties pertaining to such office, together with such other
powers and duties as designated in these Bylaws and as from time to time may be
assigned to each Assistant Treasurer by the Board of Directors, the Chairman of
the Board, the President, a Vice Chairman of the Board, or the Treasurer. Any
Assistant Treasurer may exercise the powers of the Treasurer during that
officer's absence or inability or refusal to act.
Section 12. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chairman of the Board,
the President or a Vice Chairman of the Board, together with the Secretary, the
Deputy Corporate Secretary or any Assistant Secretary shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of security holders of or with respect to any action of security holders
of any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.
Section 13. Delegation. For any reason that the Board of Directors may
deem sufficient, the Board of Directors may, except where otherwise provided by
statute, delegate the powers or duties of any officer to any other person, and
may authorize any officer to delegate specified duties of such officer to any
other person. Any such delegation or authorization by the Board shall be
effected from time to time by resolution of the Board of Directors.
Bylaws
10
<PAGE> 13
Article VI
Capital Stock
Section 1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the Articles of Incorporation, as shall be approved by
the Board of Directors. Every holder of stock represented by certificates shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board, President, a Vice Chairman of the Board or a Vice
President and the Secretary, Deputy Corporate Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer of the Corporation
representing the number of shares (and, if the stock of the Corporation shall be
divided into classes or series, certifying the class and series of such shares)
owned by such shareholder which are registered in certified form; provided,
however, that any of or all the signatures on the certificate may be facsimile.
The stock record books and the blank stock certificate books shall be kept by
the Secretary, or at the office of such transfer agent or transfer agents as the
Board of Directors may from time to time determine. In case any officer,
transfer agent or registrar who shall have signed or whose facsimile signature
or signatures shall have been placed upon any such certificate or certificates
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued by the Corporation, such certificate may nevertheless be
issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue. The stock
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued and shall exhibit the holder's name and
number of shares.
Section 2. Transfer of Shares. The shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number of shares.
Upon surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
Section 3. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital stock of the
Corporation as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the state of
incorporation of the Corporation.
Section 4. Regulations Regarding Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.
Section 5. Lost or Destroyed Certificates. The Board of Directors may
determine the conditions upon which the Corporation may issue a new certificate
of stock in place of a certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed and may require the owner of such
certificate or such owner's legal representative to give bond, with surety
sufficient to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the alleged
loss, theft or destruction of any such certificate or the issuance of such new
certificate in the place of the one so lost, stolen or destroyed.
Article VII
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Corporation shall end
on the last day of December of each year.
Bylaws
11
<PAGE> 14
Section 2. Corporate Seal. The corporate seal shall be circular in
form and shall have inscribed thereon the name of the Corporation and the state
of its incorporation, which seal shall be in the charge of the Secretary and
shall be affixed to certificates of stock, debentures, bonds, and other
documents, in accordance with the direction of the Board of Directors, and as
may be required by law; however, the Secretary may, if the Secretary deems it
expedient, have a facsimile of the corporate seal inscribed on any such
certificates of stock, debentures, bonds, contracts or other documents.
Duplicates of the seal may be kept for use by the Deputy Corporate Secretary or
any Assistant Secretary.
Section 3. Notice and Waiver of Notice. Whenever any notice is required
to be given by law, the Articles of Incorporation or under the provisions of
these Bylaws, said notice shall be deemed to be sufficient if given (i) by
telegraphic, cable or wireless transmission (including by telecopy or facsimile
transmission) or (ii) by deposit of the same in a post office box or by delivery
to an overnight courier service company in a sealed prepaid wrapper addressed to
the person entitled thereto at such person's post office address, as it appears
on the records of the Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing or delivery to courier, as the
case may be.
Whenever notice is required to be given by law, the Articles of
Incorporation or under any of the provisions of these Bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person, including without limitation a director, at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders, directors, or members of a
committee of directors need be specified in any written waiver of notice unless
so required by the Articles of Incorporation or these Bylaws.
Section 4. Facsimile Signatures. In addition to the provisions for
the use of facsimile signatures elsewhere specifically authorized in these
Bylaws, facsimile signatures of any officer or officers of the Corporation
may be used whenever and as authorized by the Board of Directors.
Section 5. Application of Bylaws. In the event that any provisions of
these Bylaws is or may be in conflict with any law of the United States, of the
state of incorporation of the Corporation or of any other governmental body or
power having jurisdiction over this Corporation, or over the subject matter to
which such provision of these Bylaws applies, or may apply, such provision of
these Bylaws shall be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law and shall in all other respects be in full
force and effect.
Article VIII
Amendments
The Board of Directors may amend or repeal the Corporation's Bylaws
unless: (a) the Articles of Incorporation reserves the power exclusively to the
shareholders in whole or part, or (b) the shareholders, in amending or repealing
a particular Bylaw, provide expressly that the Board of Directors may not amend
or repeal that Bylaw. The Corporation's shareholders may amend or repeal the
Corporation's Bylaws even though the Bylaws may also be amended or repealed by
the Board of Directors.
Bylaws
12
<PAGE> 1
EXHIBIT 4.02
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this "Supplemental Indenture"), dated as
of May 8, 1997, is made and entered into by and among Enron Corp., a Delaware
corporation ("Enron Delaware"), Enron Oregon Corp., an Oregon corporation
("Enron Oregon") and Harris Trust and Savings Bank, as Trustee (the "Trustee").
RECITALS
A. Enron Delaware is a party to that certain Indenture, dated as of
November 1, 1985 (the "Indenture"), entered into between Enron Delaware and the
Trustee providing for the issuance of the Securities (as defined in the
Indenture).
B. Pursuant to an Amended and Restated Agreement and Plan of Merger
dated as of July 20, 1996, and amended and restated as of September 24, 1996,
and further amended by the First Amendment thereto dated as of April 14, 1997,
among Enron Delaware, Portland General Corporation and Enron Oregon, Enron
Delaware will merge into Enron Oregon, and Enron Oregon will be the surviving
and successor entity. Under Section 60.497 of the Oregon Business Corporation
Act, at the effective time of such merger (the "Effective Time"), Enron Oregon
will have all obligations and liabilities of Enron Delaware. At the Effective
Time, the name of Enron Oregon will change to Enron Corp.
C. Article Eight of the Indenture permits the merger of Enron Delaware
into Enron Oregon but requires Enron Oregon, as the successor, to expressly
assume by supplemental indenture the due and punctual payment of the principal
of, premium, if any, and interest on the Securities and the performance and
observance of all covenants and conditions of the Indenture on the part of
Enron Delaware to be performed or observed.
D. In order to further evidence the succession of Enron Oregon to
Enron Delaware and the assumption by Enron Oregon of the obligations of Enron
Delaware at the Effective Time, and to satisfy the provisions of Article Eight
of the Indenture, Enron Delaware and Enron Oregon are entering into this
Supplemental Indenture with the Trustee.
NOW, THEREFORE, Enron Delaware, Enron Oregon, and the Trustee agree as
follows:
1. Enron Oregon hereby expressly assumes (effective as of the
Effective Time, without further action of the parties hereto or of any other
person), (a) the due and punctual payment of the principal of, premium, if any,
and interest on all the Securities Outstanding (as defined in the Indenture),
and (b) the due and punctual performance and observance of all of the covenants
and conditions of the Indenture to be performed or observed by Enron Delaware.
<PAGE> 2
2. At the Effective Time, Enron Oregon shall deliver to the
Trustee, (a) an executed Officers' Certificate in the form of Exhibit A hereto
and (b) an executed Opinion of Counsel of Vinson & Elkins L.L.P. in the form of
Exhibit B hereto.
3. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
-2-
<PAGE> 3
IN WITNESS WHEREOF, Enron Delaware, Enron Oregon and the Trustee have
caused this Supplemental Indenture to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
ENRON CORP., a Delaware corporation
By: /s/ WILLIAM D. GATHMANN
-------------------------------------
William D. Gathmann
Vice President, Finance and
Treasurer
ENRON OREGON CORP.,
an Oregon corporation
By: /s/ WILLIAM D. GATHMANN
-------------------------------------
William D. Gathmann
Vice President, Finance and
Treasurer
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By: /s/ F.A. PIERSON
-------------------------------------
Title: F.A. Pierson, Vice President
-3-
<PAGE> 1
Exhibit 5
July 11, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
As Senior Vice President and General Counsel of Enron Corp., an
Oregon corporation ("Enron"), I am familiar with Post-Effective
Amendment No. 1 to Registration Statement No. 33-60417 of Enron on
Form S-3 and Post-Effective Amendment No. 2 to Registration Statement
No. 33-53877 (collectively, the "Registration Statement") relating to
the proposed offering from time to time of (i) up to an aggregate
amount of $450 million of Enron Debt Securities and (ii) up to 7.5
million shares of Enron Common Stock, no par value (the Debt
Securities and Common Stock collectively referred to herein as the
"Securities"). In connection therewith, I have examined, among other
things, a copy of the Amended and Restated Articles of Incorporation
and Bylaws of Enron, the corporate proceedings taken to date with
respect to the authorization, issuance and sale of the Securities, a
copy of the Indenture dated as of November 1, 1985 (the "Indenture"),
as supplemented, between Enron and Harris Trust and Savings Bank,
Trustee, and the forms of certain other agreements to be entered into
by Enron, and I have performed such other investigations as I have
considered appropriate as the basis for the opinions expressed
herein. As to certain matters, I have relied on other counsel.
Capitalized terms used but not defined herein are used as defined in
the Registration Statement.
Based on the foregoing, I am of the opinion that:
(1) Enron is a corporation duly organized, validly existing and
in good standing under the laws of the State of Oregon.
(2) The Debt Securities of Enron have been validly authorized
for issuance, and (subject to the Registration Statement becoming
effective and any applicable state laws and Blue Sky laws being
complied with), when the terms thereof and their issue and sale have
been duly established, upon issuance and delivery thereof as set
forth in the Registration Statement, and upon receipt by Enron of the
purchase price thereof, the Debt Securities will be validly issued
and will be binding obligations of Enron.
(3) The issuance of the Common Stock to be issued by the
Company has been duly authorized, and (subject to the Registration
Statement becoming effective and applicable state laws and Blue
Sky laws being complied with), when the terms of their issue and sale
have been duly established, upon the issuance and delivery thereof as
set forth in the Registration Statement, and upon the receipt by the
Company of the purchase price thereof, the Common Stock will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to me under the
caption "Validity of Securities" in the Prospectus constituting part
of the Registration Statement and to the filing of this opinion as an
exhibit thereto. By giving such consent I do not admit that I am an
expert with respect to any part of the Registration Statement,
including this exhibit, within the meaning of the term "expert" as
used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
/s/ JAMES V. DERRICK, JR.
<PAGE> 1
EXHIBIT 12
ENRON CORP. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES
(Dollars in Millions)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended Year Ended December 31,
------------ ---------------------------------------------------
3/31/97 1996 1995 1994 1993 1992
------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Earnings available for fixed charges
Net income $ 222 $ 584 $ 520 $ 453 $ 333 $ 329
Less:
Undistributed earnings and
losses of less than 50% owned
affiliates (3) (39) (14) (9) (20) (33)
Capitalized interest of
nonregulated companies (3) (10) (8) (9) (26) (66)
Add:
Fixed charges (1) 130 454 436 487 471 452
Minority interest 19 75 27 30 28 18
Income tax expense 110 297 310 190 148 88
------- ------- ------- ------- ------- -------
Total $ 475 $ 1,361 $ 1,271 $ 1,142 $ 934 $ 788
======= ======= ======= ======= ======= =======
Fixed Charges
Interest expense (1) $ 111 $ 404 $ 386 $ 445 $ 436 $ 430
Rental expense representative of
interest factor 19 50 50 42 35 22
------- ------- ------- ------- ------- -------
Total $ 130 $ 454 $ 436 $ 487 $ 471 $ 452
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed charges 3.65 3.00 2.92 2.34 1.98 1.74
======= ======= ======= ======= ======= =======
</TABLE>
(1) Amounts exclude costs incurred on sales of accounts receivables.
<PAGE> 1
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1 to
Registration Statement No. 33-60417 of our reports dated February 17,
1997, included in Enron Corp.'s Form 8-K dated March 17, 1997 and Form
10-K for the year ended December 31, 1996, and to all references to
our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
July 9, 1997
<PAGE> 1
Exhibit 23(b)
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
July 8, 1997
Enron Corp.
1400 Smith Street
Houston, Texas 77002
In connection with Post-Effective Amendment No. 1 to Registration
Statement No. 33-60417 on Form S-3 (the Registration Statement), to be filed
with the Securities and Exchange Commission on or about July 9, 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,
DeGOLYER and MacNAUGHTON
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ ROBERT A. BELFER
---------------------------------------
Robert A. Belfer
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ NORMAN P. BLAKE, JR.
---------------------------------------
Norman P. Blake, Jr.
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ RONNIE C. CHAN
---------------------------------------
Ronnie C. Chan
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ JOHN H. DUNCAN
---------------------------------------
John H. Duncan
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ JOE H. FOY
---------------------------------------
Joe H. Foy
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), her true and
lawful attorney-in-fact and agent, for her and on her behalf and in her name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set her hand this 8th
day of July, 1997.
/s/ WENDY L. GRAMM
---------------------------------------
Wendy L. Gramm
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ ROBERT K. JAEDICKE
---------------------------------------
Robert K. Jaedicke
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ KENNETH L. LAY
---------------------------------------
Kenneth L. Lay
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ CHARLES A. LeMAISTRE
---------------------------------------
Charles A. LeMaistre
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ JEFFREY K. SKILLING
---------------------------------------
Jeffrey K. Skilling
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ JOHN A. URQUHART
---------------------------------------
John A. Urquhart
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ JOHN WAKEHAM
---------------------------------------
John Wakeham
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ CHARLS S. WALKER
---------------------------------------
Charls S. Walker
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that in connection with the filing by
Enron Corp., an Oregon corporation (the "Company"), of any and all amendments
or supplements to the registration statement on Form S-3 (Reg. No. 33-60417)
relating to shares of its Common Stock, no par value, and Debt Securities, the
undersigned officer or director of the Company hereby constitutes and appoints
Kenneth L. Lay, Richard A. Causey, Andrew S. Fastow, and Peggy B. Menchaca, and
each of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute and file a
Post-Effective Amendment to such registration statement on Form S-3 relating to
such securities to be filed with the Securities and Exchange Commission,
together with all amendments thereto, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority, granting unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereto set his hand this 8th
day of July, 1997.
/s/ HERBERT S. WINOKUR, JR.
---------------------------------------
Herbert S. Winokur, Jr.
