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): FEBRUARY 27, 2004
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.)
</Table>
<Table>
ENRON BUILDING
1400 SMITH STREET
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
</Table>
Registrants' telephone number, including area code: (713) 853-6161
---------------------
ITEM 5. OTHER EVENTS.
On February 27, 2004, the Company and certain other
debtor-in-possession subsidiaries of the Company (collectively with the company,
the "Debtors") filed their monthly operating report for October 2003 with the
United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"). The monthly operating report is attached as an exhibit to
this Current Report on Form 8-K.
FORWARD-LOOKING STATEMENTS.
THIS FORM 8-K, INCLUDING EXHIBITS 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 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.
THE INFORMATION CONTAINED IN THE MONTHLY OPERATING REPORT ATTACHED HERETO HAS
BEEN PREPARED IN ACCORDANCE WITH APPLICABLE LAW UNDER THE UNITED STATES
BANKRUPTCY CODE AND IS NOT TO BE USED FOR INVESTMENT PURPOSES. 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 BY THE DEBTORS WITH THE BANKRUPTCY COURT 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.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Monthly Operating Report of Enron Corp. et al. for October 2003.
3
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: February 27, 2004 By: /s/ Raymond M. Bowen, Jr.
--------------------------------
Name: Raymond M. Bowen, Jr.
Title: Executive Vice President
and Chief Financial Officer
4
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
99.1 - Monthly Operating Report of Enron Corp. et al. for
October 2003.
5