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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): January 29, 2002
ENRON CORP.
(Exact Name of Registrant as Specified in Its Charter)
OREGON
(State or Other Jurisdiction of Incorporation)
1-13159 47-0255140
(Commission File Number) (I.R.S. Employer Identification No.)
ENRON BUILDING
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
(713) 853-6161
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
(a) Attached hereto as Exhibit 99.1 is a press release
issued by the Company on February 4, 2002, relating to the resignation of
Kenneth Lay from the Board.
(b) On October 28, 2001, the Board of Directors (the
"Board") of Enron Corp. (the "Company") established a Special Investigative
Committee (the "Committee") to review transactions between Enron and related
parties. On February 2, 2002, the Committee, consisting of Directors William C.
Powers, Jr., Chair, Raymond S. Troubh and Herbert S. Winokur, Jr., delivered its
findings to the Board in a document titled "Report of Investigation by the
Special Investigative Committee of the Board of Directors of Enron Corp." (the
"Committee Report"). A copy of the Committee Report is attached hereto as
Exhibit 99.2. In addition, a press release issued by the Company on February 2,
2002, announcing the release of the Committee Report is attached hereto as
Exhibit 99.3.
(c) Attached hereto as Exhibit 99.4 is a press release
issued by the Company on January 29, 2002, announcing, among other things, the
appointment of Stephen F. Cooper as Interim Chief Executive Officer and Chief
Restructuring Officer and the retention of Zolfo Cooper for the restructuring of
the Company.
Forward-looking Statements
This Form 8-K, including exhibits attached hereto, contains
statements that are forward-looking within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and that actual results could differ materially
as a result of known and unknown risks and uncertainties, including: various
regulatory issues, the outcome of the Company's Chapter 11 process, the outcome
of the litigation relating to the abandoned merger agreement between the Company
and Dynegy, Inc., general economic conditions, future trends, and other risks,
uncertainties and factors disclosed in the Company's most recent reports on
Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission.
ITEM 7. EXHIBITS
99.1 Press Release, dated February 4, 2002.
99.2 Report of Investigation by the Special
Investigative Committee of the Board of Directors
of Enron Corp.
99.3 Press Release, dated February 2, 2002.
99.4 Press Release, dated January 29, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: February 7, 2002
ENRON CORP.
By: /s/ Robert H. Walls, Jr.
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Name: Robert H. Walls, Jr.
Title: Managing Director and
Deputy General Counsel
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EXHIBIT INDEX
99.1 Press Release, dated February 4, 2002.
99.2 Report of Investigation by the Special
Investigative Committee of the Board of Directors
of Enron Corp.
99.3 Press Release, dated February 2, 2002.
99.4 Press Release, dated January 29, 2002
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