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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 18, 2003
ENRON CORP.
(Exact name of Registrant as specified in charter)
<Table>
OREGON 1-13159 47-0255140
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
ENRON BUILDING
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (713) 853-6161
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On November 18, 2003, Enron Corp., an Oregon corporation (the
"Company"), announced a definitive agreement with Oregon Electric Utility
Company, LLC, an Oregon limited liability company backed by investment funds
managed by Texas Pacific Group ("Oregon Electric"), under which the Company has
agreed to sell all of the outstanding common stock of Portland General Electric
("PGE") to Oregon Electric. The transaction is valued at approximately $2.35
billion, including the assumption of debt. The final amount of consideration
will be determined on the basis of PGE's financial performance between January
1, 2003 and the closing. PGE is a public utility, serving customers in Oregon.
The transaction, which requires approval of the bankruptcy court in the
Company's chapter 11 bankruptcy proceeding, will be subject to an "overbid"
process to give other potential buyers an opportunity to submit superior bids.
The transaction also will require approval of the Oregon Public Utility
Commission and certain other regulatory agencies.
FORWARD-LOOKING STATEMENTS
This Form 8-K, including the exhibit 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: various
regulatory issues, the outcome of the Company's Chapter 11 bankruptcy process,
numerous ongoing external investigations in which the Company is fully
cooperating (including investigations by the Securities and Exchange Commission
("SEC"), the Department of Justice, the Department of Labor, the Internal
Revenue Service, the Pension Benefit Guaranty Corporation, the National
Association of Securities Dealers, Inc., the Federal Energy Regulatory
Commission, the Commodity Futures Trading Commission, the Federal Trade
Commission, the California and Connecticut Attorneys General and numerous
Congressional committees and state agencies), the outcome of numerous lawsuits
and claims, 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 SEC.
As explained in a November 8, 2001 Form 8-K filed by the Company with
the 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. In addition, as
explained in an April 22, 2002 Form 8-K filed by the Company, the financial
statements of the Company for the third quarter of 2001 should not be relied
upon.
As explained in a July 11, 2003 Form 8-K filed by the Company with the
SEC, the Company continues to believe that the existing common and preferred
stock of the Company have no value. However, the proposed joint Chapter 11 plan
filed with the Bankruptcy Court by the Company and certain other
debtor-in-possession subsidiaries of the Company provides the Company's
stockholders with a contingent right to receive recovery in the very unlikely
event that the aggregate value of the Company's assets exceeds the total amount
of allowed claims.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated November 18, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ENRON CORP.
Date: November 18, 2003 By: /s/ Raymond M. Bowen, Jr.
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Name: Raymond M. Bowen, Jr.
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release, dated November 18, 2003
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