EXHIBIT 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Stephen F. Cooper, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of
Enron Corp. (the "Company"), and, except as corrected or supplemented in a
subsequent covered report and except with respect to the Pre-Petition Filings
(as defined below):
o no covered report contained an untrue statement of a material fact as of
the end of the period covered by such report (or in the case of a report
on Form 8-K or definitive proxy materials, as of the date on which it
was filed); and
o no covered report omitted to state a material fact necessary to make the
statements in the covered report, in light of the circumstances under
which they were made, not misleading as of the end of the period covered
by such report (or in the case of a report on Form 8-K or definitive
proxy materials, as of the date on which it was filed).
I am not able to make the foregoing certification with respect to the following
filings (the "Pre-Petition Filings"):
o (i) Annual Report for the fiscal year ended December 31, 2000;
o (ii) Quarterly Report for the period ending March 31, 2001;
o (iii) Quarterly Report for the period ending June 30, 2001;
o (iv) Form 8-K filed on November 8, 2001;
o (v) Form 8-K filed on November 13, 2001;
o (vi) Schedule 14A filed on November 13, 2001;
o (vii) Form 8-K filed on November 14, 2001; and
o (viii) Quarterly Report for the period ending September 30, 2001.
Current management of the Company lacks the requisite knowledge to make any
certification with respect to the Pre-Petition Filings. On January 17, 2002,
Arthur Andersen, the Company's independent auditor, was discharged by the Board
of Directors. The Company does not have an independent auditor and based on
extensive discussions with independent auditing firms, management believes that
the retention of an auditor is not feasible. Key members of the Company's prior
management who would be needed to facilitate an appropriate review of the
Pre-Petition Filings are no longer with the Company. Between August 2001 and
June 2002, the Company experienced the removal or departure of its former Chief
Executive Officer, Chairman, Chief Operating Officer, President, Chief Financial
Officer, Treasurer, Chief Accounting Officer, Chief Risk Officer and General
Counsel.
The Company has disclosed that its previously issued financial statements for
the fiscal years ended December 31, 1997 through 2000 and the audit reports
covering such financial statements, as well as its previously issued financial
statements for the first, second and third quarters of 2001, should not be
relied upon. As a result of the commencement of chapter 11 proceedings by the
Company and certain subsidiaries (In re Enron Corp., et al., Debtors, jointly
administered in the United States Bankruptcy Court for the Southern District of
New York (AJG) (the "Court")) (the "Chapter 11 Cases"), numerous ongoing
external investigations in which the Company is fully cooperating (including
investigations by the SEC, the Department of Justice, the Department of Labor,
the General Accounting Office, the Internal Revenue Service, the Pension Benefit
Guaranty Corporation, the General Services Administration, the National
Association of Securities Dealers, Inc., the Federal Energy Regulatory
Commission, the Federal Election Commission, the Commodity Futures Trading
Commission, the Federal Trade Commission, the California, Connecticut and
Florida Attorneys General and numerous Congressional committees and state
agencies), numerous lawsuits, the Company's limited resources, the absence of an
independent auditor and other considerations, a restatement of prior reported
financial information is not feasible and will not be completed. The Court has
ordered the appointment of an examiner of the Company who is charged to
investigate, among other things, all transactions involving special purpose
vehicles, transactions that are not reflected on the Company's prior reported
balance sheets, transactions that involve hedging of the Company's common stock
and any other transactions as to which the examiner has a reasonable belief are
reflected, reported or omitted in the Company's prior reported financial
information not in accordance with generally accepted accounting principles. In
addition, the Court has ordered the appointment of an examiner of Enron North
America Corp. ("ENA") who is charged to prepare a report and conduct certain
other activities in connection with the Company's centralized cash management
system and the allocation of certain overhead costs to ENA. The Company is
cooperating fully with the examiners.
No party should rely on any previously reported financial information of the
Company prior to the commencement of the Chapter 11 Cases, nor should any reader
place undue reliance upon the information in the monthly operating reports and
statements of financial affairs and schedules prepared by the Company and filed
with the Court pursuant to the Bankruptcy Code. Such information is not prepared
for investment purposes, is not audited, is subject to further review and
potential adjustment and may not be indicative of the Company's financial
condition or operating results. The Company does not intend to provide audited
financial statements for the fiscal year ended December 31, 2001 or any
subsequent unaudited quarterly financial statements. As stated in the Company's
Form 8-K filed with the SEC on April 22, 2002, the Company believes the existing
equity of the Company has and will have no value and that any Chapter 11 plan
confirmed by the Court will not provide the Company's existing equityholders
with any recovery.
(2) I have reviewed the contents of this statement with the Company's board of
directors.
(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":
o Annual Report filed on Form 10-K for the fiscal year ended December 31,
2000 of Enron Corp.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of Enron Corp. filed with the Commission subsequent to
the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
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Subscribed and sworn to before
me this 13th day of August 2002.
By: /s/ Stephen F. Cooper /s/ Mary D. Silva
-------------------------------- --------------------------------
Stephen F. Cooper Notary Public
Interim Chief Executive Officer My Commission Expires:
and Chief Restructuring Officer
August 13, 2002
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