UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 9, 2001
Commission File Number 1-13159
ENRON CORP.
(Exact name of registrant as specified in its charter)
Oregon 47-0255140
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Enron Building
1400 Smith Street
Houston, Texas 77002
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(Address of principal executive (Zip Code)
Offices)
(713) 853-6161
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(Registrant's telephone number, including area code)
ENRON CORP.
Item 5. Other Events.
On November 9, 2001, Enron Corp. and Dynergy Inc. issued a press release
announcing the proposed merger of the two companies and related financing
transactions. That press release is filed as Exhibit 99.1 hereto. Also filed as
exhibits to this report are the material agreements relating to these
transactions to which Enron or its subsidiaries are party.
Item 7. Exhibits.
(c) Exhibits.
99.1 Press Release issued on November 9, 2001
99.2 Agreement and Plan of Merger among Dynegy Inc., Stanford,
Inc., Sorin, Inc., Badin, Inc. and Enron Corp. dated as of
November 9, 2001
99.3 Agreement among Dynegy Inc., Enron Corp. and ChevronTexaco
Corporation dated as of November 9, 2001
99.4 Shareholder Agreement dated as of November 9, 2001 by and
among Dynegy Inc., Enron Corp. and Chevron U.S.A. Inc.
99.5 Shareholder Agreement dated as of November 9, 2001 by and
between Enron Corp. and Charles L. Watson
99.6 Stockholder Agreement dated as of November 9, 2001 by and
among Stanford, Inc., Dynegy Inc., Enron Corp. and Chevron
U.S.A. Inc.
99.7 Subscription Agreement dated as of November 9, 2001 by and
among Enron Corp., Northern Natural Gas Company and Dynegy
Inc.
99.8 Certificate of Designations of Series A Preferred Stock of
Northern Natural Gas Company
99.9 Certificate of Correction of Certificate of Designations of
Series A Preferred Stock of Northern Natural Gas Company
99.10 Exchange Agreement dated as of November 9, 2001 by and between
Dynegy Inc. and Enron Corp.
99.11 Option Agreement dated as of November 9, 2001 by and among
CGNN Holding Company, Inc., MCTJ Holding Co. LLC, Enron Corp.,
Dynegy Holdings Inc. and, solely for the provisions of Section
5.1 thereof, Dynegy Inc.
99.12 Purchase Option Agreement dated as of November 9, 2001 by and
among CGNN Holding Company, Inc., MCTJ Holding Co. LLC,
Northern Natural Gas Company, Enron Corp., Dynegy Holdings,
Inc., and Dynegy Inc.
99.13 Registration Rights Agreement dated as of November 9, 2001 by
and between Enron Corp. and Dynegy Inc.
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.
ENRON CORP.
Date: November 14, 2001 By: /s/ RICHARD A. CAUSEY
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Richard A. Causey
Executive Vice President and Chief
Accounting Officer
(Principal Accounting Officer)
INDEX TO EXHIBITS
NO. DESCRIPTION
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99.1 Press Release issued on November 9, 2001
99.2 Agreement and Plan of Merger among Dynegy Inc., Stanford, Inc., Sorin,
Inc., Badin, Inc. and Enron Corp. dated as of November 9, 2001
99.3 Agreement among Dynegy Inc., Enron Corp. and ChevronTexaco
Corporation dated as of November 9, 2001
99.4 Shareholder Agreement dated as of November 9, 2001 by and among Dynegy
Inc., Enron Corp. and Chevron U.S.A. Inc.
99.5 Shareholder Agreement dated as of November 9, 2001 by and between Enron
Corp. and Charles L. Watson
99.6 Stockholder Agreement dated as of November 9, 2001 by and among
Stanford, Inc., Dynegy Inc., Enron Corp. and Chevron U.S.A. Inc.
99.7 Subscription Agreement dated as of November 9, 2001 by and among Enron
Corp., Northern Natural Gas Company and Dynegy Inc.
99.8 Certificate of Designations of Series A Preferred Stock of Northern
Natural Gas Company
99.9 Certificate of Correction of Certificate of Designations of Series A
Preferred Stock of Northern Natural Gas Company
99.10 Exchange Agreement dated as of November 9, 2001 by and between Dynegy
Inc. and Enron Corp.
99.11 Option Agreement dated as of November 9, 2001 by and among CGNN Holding
Company, Inc., MCTJ Holding Co. LLC, Enron Corp., Dynegy Holdings Inc.
and, solely for the provisions of Section 5.1 thereof, Dynegy Inc.
99.12 Purchase Option Agreement dated as of November 9, 2001 by and among
CGNN Holding Company, Inc., MCTJ Holding Co. LLC, Northern Natural Gas
Company, Enron Corp., Dynegy Holdings, Inc., and Dynegy Inc.
99.13 Registration Rights Agreement dated as of November 9, 2001 by and
between Enron Corp. and Dynegy Inc.