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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): February 12, 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
As previously announced, on December 2, 2001, Enron Corp., an Oregon
Corporation (the "Company"), and certain other subsidiaries of the Company
(collectively, the "Debtors"), each filed voluntary petitions for relief under
chapter 11 of title 11 of the United States Code ("Chapter 11") with the United
States Bankruptcy Court for the Southern District of New York (the "Bankruptcy
Court"). Beginning on December 3, 2001, additional subsidiaries of the Company
have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code with the Bankruptcy Court.
The Company announced it is moving forward with its reorganization
efforts and intends to present restructuring alternatives to the Unsecured
Creditors' Committee during the second quarter of 2002. In connection with any
such restructuring, the Company believes that the total amount of the
liquidated, undisputed claims against the Company and its subsidiaries exceeds
and will exceed the current fair market value of the consolidated operations and
assets of the Company and its subsidiaries. Accordingly, the Company believes
the existing equity of the Company has and will have no value and that any
Chapter 11 plan confirmed by the Bankruptcy Court will not provide the Company's
existing equity with any interest in the reorganized debtor. Any and all Chapter
11 plans will be subject to creditor votes and judicial determinations of
confirmability.
The Board of Directors of the Company also announced its plan to
restructure the board as part of the Company's reorganization process under
Chapter 11. The following members of the Board announced that they would resign
effective 30 days from today: Mr. Ronnie C. Chan, Mr. John H. Duncan, Dr. Robert
K. Jaedicke, Dr. Charles A. LeMaistre, Mr. Paulo V. Ferraz Pereira and Lord John
Wakeham. The foregoing constitute three of the longest serving members of the
board and three who are required to travel great distances to attend meetings.
Following the effective resignation of the named Board members, the number of
seats on the Board will be reduced to eight. The Company plans to search
aggressively for a non-executive chairman and additional new qualified
candidates to join the Board and assist in the restructuring process. The
Company also announced that Directors Norman P. Blake, Jr. and Herbert S.
Winokur, Jr., have joined Director Raymond S. Troubh, who joined the Board on
November 27, 2001, on the committee of the Board designated to oversee the
reorganization process (the "Restructuring Committee"). Mr. Troubh will serve as
chairman of the Restructuring Committee.
As previously announced, the Company is continuing to review and
evaluate the information and allegations set forth in the report of the Special
Investigative Committee of the Board of Directors issued on February 2, 2002.
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
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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 litigations
commenced or to be commenced on behalf of the Company, 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.
As explained in a November 8, 2001 Form 8-K filed by the Company with
the Securities and Exchange Commission (SEC), the Company will be filing
restated consolidated financial statements for the fiscal years ended December
31, 1997 through 2000 and for the first and second quarters of 2001 but it has
not yet done so. As a result, the previously issued financial statements for
these periods and the audit reports covering the year-end financial statements
for 1997 through 2000 should not be relied upon.
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 12, 2002
ENRON CORP.
By: /s/ Stephen F. Cooper
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Name: Stephen F. Cooper
Title: Interim Chief Executive Officer and
Chief Restructuring Officer
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