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 (DATE OF EARLIEST EVENT REPORTED) MAY 3, 2002
ENRON CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<Table>
OREGON 1-13159 47-0255140
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
ENRON BUILDING
1400 SMITH STREET
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</Table>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (713) 853-6161
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS.
On May 3, 2002, the Company presented to its Unsecured Creditors' Committee a
process through which it could move its core energy assets out from under its
Chapter 11 bankruptcy case to form a new energy infrastructure business focused
on the transportation, distribution, generation and production of natural gas
and electricity primarily in North, Central and South America. The press release
issued by the Company, a summary business description for the new business, and
information regarding selected assets proposed to be included within the new
business are attached as exhibits to this Current Report on Form 8-K.
The process outlined by the Company in the attached materials is one of many
options the Company may pursue. Neither the process described herein nor any of
the other information contained in the exhibits to this Form 8-K has been
endorsed or approved by the Unsecured Creditors' Committee. The financial
information contained in the exhibits has not been audited. The pro forma and
projected financial information contained in the exhibits was prepared solely
for the Unsecured Creditors' Committee and should not be relied upon by
investors.
This Form 8-K, including exhibits attached hereto, may contain statements that
reflect, when made, the Company's current views with respect to current or
future events and information relating to these statements. Such statements may
be "forward-looking," or prospective in nature, within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Investors are cautioned that any such
forward-looking statements are subject to many risks, uncertainties and factors
relating to the Company's operations and business environment that may cause the
actual results to differ materially from any future results, express or implied,
by such forward-looking statements. Factors that could cause actual results to
differ materially from these forward-looking statements include, but are not
limited to, the following: the ability of the Company or particular business
units of the Company to continue as a going concern; the ability of the Company
to operate pursuant to the terms of the debtor-in-possession financing facility;
the Company's ability to obtain Court approval with respect to motions in the
Chapter 11 Cases prosecuted by it from time to time, including but not limited
to a request for a Section 363 order from the Court; if a Section 363 order is
not issued by the Court, the ability of the Company to develop, prosecute,
confirm and consummate one or more plans of reorganization with respect to the
Chapter 11 Cases; risks associated with third parties seeking and obtaining
Court approval to terminate or shorten the exclusivity period for the Company to
propose and confirm one or more plans of reorganization, for the appointment of
a Chapter 11 trustee or to convert the Chapter 11 Cases to Chapter 7 cases; the
ability of the Company to obtain and maintain normal terms with vendors and
service providers; the Company's ability to maintain contracts that are critical
to its operations; the impact of the Chapter 11 Cases on the Company's liquidity
or results of operations; the Company's ability to fund and execute its business
plans; the ability of the Company to attract, motivate and/or retain key
executives and associates; the ability of the Company to attract or retain
customers; the outcome of various pending and/or future governmental
investigations and private litigation or other proceedings brought against the
Company and/or any of its affiliates or former affiliates;
and political, legal, economic and other risks associated with the Company's
international operations. As most recently disclosed in its Form 8-K filed on
April 22, 2002, containing the Company's first Monthly Operating Report filed
with the Court, current management of the Company believes that investors should
not rely upon the last reported financial information contained in the Company's
Form 10-Q filed with the SEC on November 19, 2001, or any other prior reported
financial information for the fiscal years ended December 31, 1997 through
December 31, 2000, and the first two quarters of fiscal 2001. The Company
disclaims any intention or obligation to update or revise any forward-looking
statements made in this Form 8-K, whether as a result of new information, future
events or otherwise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release, dated as of May 3, 2002
99.2 Summary Business Description
99.3 Summary Asset Information
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.
By: /s/ Stephen F. Cooper
---------------------------------------
Stephen F. Cooper
Interim Chief Executive Officer and
Chief Restructuring Officer
Date: May 17, 2002
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 Press Release, dated as of May 3, 2002
99.2 Summary Business Description
99.3 Summary Asset Information