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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 8, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On February 8, 2002, Enron Corp. and its subsidiaries
Enron North America Corp., Enron Net Works L.L.C. and Enron Canada Corp.
(collectively, the "Company") completed a transaction with UBS AG and a
subsidiary of UBS AG (collectively, "UBS") whereby the Company sold certain
assets, and licensed other assets, relating to the Company's North American gas
and electric power trading business (the "Business") to UBS. The Company granted
UBS an exclusive license to certain proprietary technology relating to the
operation of the Business in exchange for royalties to be paid to the Company.
Through the payment of such royalties, the Company will receive 33% of the
adjusted pretax profits generated by the Business (the "Royalty Interest").
Pursuant to a series of call options granted by the Company to UBS, UBS has the
option to buy out the Royalty Interest beginning on January 1, 2005. UBS's call
options may be exercised in three tranches, each representing a one-third
reduction of the Royalty Interest. Only one call option may be exercised in any
two consecutive six-month periods.
Beginning on the seventh anniversary of the closing date
until the date 10 years and three months from the closing date, if UBS has not
exercised and closed two call options (or upon the eighth anniversary of the
closing date, if UBS has not exercised three options), the Company shall have
the right to require UBS to do any of the following, at UBS's sole choice: (1)
sell the Business; (2) terminate the agreement; (3) provide a mechanism for
securitizing the royalty stream; or (4) accelerate royalty payments into one
lump sum.
(b) Attached hereto as exhibit 99.1 is the Master
Agreement, dated as of January 14, 2002, by and among Enron Corp., Enron North
America Corp., Enron Net Works L.L.C. and UBS AG.
(c) Attached hereto as exhibit 99.2 is the Comprehensive
License Agreement, dated as of February 8, 2002, by and among Enron Corp., Enron
North America Corp., Enron Net Works L.L.C. and UBS AG.
(d) Attached hereto as exhibit 99.3 is the Canadian Master
Agreement, dated as of February 8, 2002, by and between Enron Canada Corp. and
UBS Warburg Energy (Canada) Ltd.
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:
uncertainties relating to the receipt of royalties received by the Company from
UBS as a result of the sale of the Business, various regulatory issues, the
outcome of the Company's Chapter 11 process, the outcome of litigations
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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 previously issued
financial statements of the Company for the fiscal years ended December 31, 1997
through 2000 and for the first and second quarters of 2001 and the audit reports
covering the year-end financial statements for 1997 through 2000 should not be
relied upon.
As explained in a February 12, 2002 Form 8-K filed by the
Company with the Securities and Exchange Commission (SEC), the Company believes
the existing equity of the Company has and will have no value and that any plan
under chapter 11 of title 11 of the United States Code confirmed by the
Bankruptcy Court will not provide the Company's existing equity with any
interest in the reorganized debtor.
ITEM 7. EXHIBITS
99.1 Master Agreement, dated as of January 14, 2002, by
and among Enron Corp., Enron North America Corp.,
Enron Net Works L.L.C. and UBS AG.
99.2 Comprehensive License Agreement, dated as of February
8, 2002, by and among Enron Corp., Enron North
America Corp., Enron Net Works L.L.C. and UBS AG.
99.3 Canadian Master Agreement, dated as of February 8,
2002, by and between Enron Canada Corp. and UBS
Warburg Energy (Canada) Ltd.
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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 14, 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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EXHIBIT INDEX
99.1 Master Agreement, dated as of January 14, 2002, by and among
Enron Corp., Enron North America Corp., Enron Net Works L.L.C.
and UBS AG.
99.2 Comprehensive License Agreement, dated as of February 8, 2002,
by and among Enron Corp., Enron North America Corp., Enron Net
Works L.L.C. and UBS AG.
99.3 Canadian Master Agreement, dated as of February 8, 2002, by
and between Enron Canada Corp. and UBS Warburg Energy (Canada)
Ltd.
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