Exhibit 99.1
ENRON BOARD REPORTS PROGRESS ON PLANNED TRANSITION
FOR IMMEDIATE RELEASE: Thursday, June 6, 2002
HOUSTON - Enron Corp.'s (ENRNQ) Board of Directors announced today
key steps in furthering the planned transition of the membership of the Board to
one composed of new independent directors. At a Board meeting today, the Board
unanimously accepted the resignations, effective today, of the four remaining
long-standing directors, Robert A. Belfer, Norman P. Blake, Dr. Wendy L. Gramm
and Herbert S. Winokur, Jr. The Board also unanimously adopted resolutions
electing Raymond S. Troubh as interim chairman of the Board and expressing
unanimous support for the election of three candidates as new independent
directors, pending a response on the three candidates from the company's
Creditors' Committee, to whom the names were previously submitted pursuant to an
established protocol.
The Board announced in February 2002 its intent to conduct an orderly
transition to a Board composed of new, independent directors. Today's
resignations complete that process.
Two long-standing directors, Messrs. Blake and Winokur, have
indicated their willingness to serve as unpaid advisory directors to provide
continuity of information to the Board in a brief transition period, if and as
requested.
The Board resolutions reflecting these actions are attached to this
press release.
Enron delivers energy and other physical commodities and provides
other energy services to customers around the world. Enron's internet address is
www.enron.com.
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RESOLUTIONS UNANIMOUSLY APPROVED BY THE
BOARD OF DIRECTORS OF ENRON CORP.
AT A MEETING HELD ON JUNE 6, 2002
RESOLUTION
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WHEREAS, the Board of Directors of Enron Corp., an Oregon Corporation
(the "Company"), has had an objective to reconstitute the Board in a prompt and
orderly manner to a Board composed, at a minimum, of a majority of new
independent Directors and, preferably, composed entirely of new independent
Directors; and
WHEREAS, in February 2002, the Board established a protocol with the
Creditors' Committee of the Company to provide for the Creditors' Committee to
review, interview and, if it elects, object to a candidate for Board membership
prior to election of such candidate; and
WHEREAS, the Board and the Restructuring Committee of the Board have
been engaged in an extensive process to identify and consider highly qualified
candidates as prospective members of the Board representing a range of talents,
expertise and experience to benefit the Company; and
WHEREAS, in partial furtherance of its objective, the Board has
elected three new independent Directors in John A. Ballantine, Corbin A.
McNeill, Jr., and Raymond S. Troubh, and the three individuals are currently
serving as Directors; and
WHEREAS, the Restructuring Committee of the Board has reviewed with
the Board the outstanding credentials and accomplishments of three additional
highly qualified candidates for new independent members of the Board and has
recommended the three candidates for election as members of the Board; and
WHEREAS, information on the three candidates has been provided to the
members of the Creditors' Committee pursuant to the previously established
protocol and the Creditors' Committee has not advised the Board that it has
concluded its process for determining that it had no objections to the
candidates or of the outcome of such process, if concluded, and, previously had
indicated that it did not intend to complete such process;
WHEREAS, the four remaining long-serving Directors of the Company, in
light of their concurrence in the objective of reconstituting the Company's
Board and stated belief that the search process for highly qualified new
independent Directors has been successfully concluded, have submitted their
resignations, effective at the close of business today; and
WHEREAS, two long-standing Directors, Norman P. Blake and Herbert S.
Winokur, Jr., have indicated their willingness to serve as unpaid Advisory
Directors to provide continuity of information to the Board for a brief
transition period, if and as requested;
NOW, THERFORE, IT IS RESOLVED that, Raymond S. Troubh be elected
interim Chairman of the Board; and
FURTHER, the Board hereby expresses its unanimous support for the
election of three candidates previously identified and reviewed as new
independent Directors;
WHEREAS, the Board also believes that a newly constituted Board of
the Company composed of the three elected new independent Directors and the
three candidates currently recommended for election would serve the best
interests of the Company and its relevant constituencies, and that electing the
three candidates promptly also would serve such interests;
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FURTHER, the Board expresses the unanimous concurrence of the
Directors that the three candidates would have been elected as Directors to the
Company at this meeting had the Creditors' Committee chosen to complete its
process for determining that it had no objections to the proposed candidates and
had, indeed, had no objections;
FURTHER, it is resolved that the minutes of the June 4, 2002 meeting
of the Restructuring Committee and the June 6, 2002 Board Meeting shall be
circulated to the resigning members for their comments, and the text of this
resolution (including all WHEREAS clauses) and any comments of the resigning
members and continuing members of the Board shall be reflected in haec verba in
the minutes of the meetings.
RESOLUTION
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WHEREAS, at a meeting held on February 12, 2002, the Board stated its
intent to effect an orderly reconstitution of the membership of the Board,
including a reduction in the number of Directors to nine members to be effective
on March 14, 2002; and
WHEREAS, following the resignations from the Board of one Director
effective February 14, 2002 and of six Directors, as planned, effective March
14, 2002, and the election of three new independent Directors and the
resignations, as planned, of two Directors on May 31, 2002, a total of seven
Directors currently serve and two vacancies currently exist; and
WHEREAS, in light of the resignations of four remaining long-standing
Directors to be effective at the end of the meeting of the Board held on June 6,
2002;
IT IS RESOLVED, that the number of Director seats comprising the
Board is hereby modified to a variable number to be determined by the maximum
number of seats that would allow a quorum to be filled by the attendance of all
elected Directors, so long as the total number of Director seats is nine or less
total seats.
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