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): FEBRUARY 26, 2004
ENRON CORP.
(Exact name of Registrant as specified in charter)
OREGON 1-13159 47-0255140
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
1221 LAMAR, SUITE 1600
HOUSTON, TEXAS 77010-1221
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (713) 853-6161
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ITEM 5. OTHER EVENTS.
On February 26, 2004, Enron Corp. (the "Company") entered into a
settlement agreement resolving certain claims and disputes relating to notes
issued by the Osprey Trust, the stakeholders of which are third parties (the
"Settlement Agreement"). Also, on February 26, 2004, the Company filed a motion
(the "Motion") with the U.S. Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") seeking approval of the Settlement Agreement and
issued a press release announcing the Motion and the Settlement Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
The Motion with the Settlement Agreement attached thereto is currently
available at the Bankruptcy Court's website located at www.nysb.uscourts.gov.
FORWARD-LOOKING STATEMENTS.
THE MOTION, SETTLEMENT AGREEMENT, PRESS RELEASE AND THIS FORM 8-K,
INCLUDING THE EXHIBIT ATTACHED HERETO, MAY CONTAIN 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 BASED ON MANAGEMENT'S CURRENT
EXPECTATION AND, AS SUCH, ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACCORDINGLY,
ACTUAL RESULTS COULD DIFFER MATERIALLY AS A RESULT OF KNOWN AND UNKNOWN RISKS
AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO: VARIOUS REGULATORY ISSUES; THE
OUTCOME OF THE COMPANY'S CHAPTER 11 PROCESS; RISKS INHERENT IN THE COMPANY'S
CHAPTER 11 PROCESS, SUCH AS THE NON-CONFIRMATION OF THE JOINT CHAPTER 11 PLAN
(THE "PLAN") OF THE COMPANY AND ITS DEBTOR AFFILIATES (COLLECTIVELY, THE
"DEBTORS"), NON-OCCURRENCE OR DELAYED OCCURRENCE OF THE PLAN'S EFFECTIVE DATE OR
DELAYED DISTRIBUTION OR NON-DISTRIBUTION OF SECURITIES OR OTHER ASSETS UNDER THE
PLAN; THE UNCERTAIN OUTCOMES OF ONGOING LITIGATION AND GOVERNMENTAL
INVESTIGATIONS INVOLVING THE COMPANY'S OPERATING SUBSIDIARIES AND THE DEBTORS,
INCLUDING THOSE INVOLVING FOREIGN REGULATORS AND THE U.S. CONGRESS, THE
DEPARTMENT OF JUSTICE, THE SECURITIES AND EXCHANGE COMMISSION ("SEC"), 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 UNCERTAIN OUTCOMES OF
NUMEROUS LAWSUITS AND CLAIMS; THE EFFECTS OF NEGATIVE PUBLICITY ON THE COMPANY'S
OPERATING SUBSIDIARIES' BUSINESS OPPORTUNITIES; THE EFFECTS OF THE DEPARTURE OF
PAST AND PRESENT EMPLOYEES OF THE DEBTORS; UNCERTAIN RESOLUTION OF SPECIAL
PURPOSE ENTITY ISSUES; THE PRELIMINARY AND UNCERTAIN NATURE OF VALUATIONS AND
ESTIMATES CONTAINED IN THE PLAN; FINANCIAL AND OPERATING RESTRICTIONS THAT MAY
BE IMPOSED ON AN OPERATING SUBSIDIARY OF THE COMPANY IF THE COMPANY IS REQUIRED
TO REGISTER UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT;
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POTENTIAL ENVIRONMENTAL LIABILITIES; INCREASING COMPETITION AND OPERATIONAL
HAZARDS FACED BY THE DEBTORS AND OPERATING SUBSIDIARIES OF THE COMPANY; THE
POTENTIAL LACK OF A TRADING MARKET FOR THE SECURITIES DISTRIBUTED TO CREDITORS;
UNCERTAINTIES CREATED BY THE LACK OF REPORTED INFORMATION FOR SECURITIES
DISTRIBUTED TO CREDITORS AND THE LACK OF INDEPENDENT OPERATING HISTORY OF THE
COMPANY'S OPERATING SUBSIDIARIES; ECONOMIC, POLITICAL, REGULATORY AND LEGAL
RISKS AFFECTING THE FINANCES AND OPERATIONS OF THE DEBTORS AND THE COMPANY'S
OPERATING SUBSIDIARIES; AND THE UNCERTAIN TIMING, COSTS AND RECOVERY VALUES
INVOLVED IN THE DEBTORS' EFFORTS TO RECOVER ACCOUNTS RECEIVABLE AND TO LIQUIDATE
THE REMAINING ASSETS.
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 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release, dated February 26, 2004.
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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: March 1, 2004 By: /s/ Raymond M. Bowen, Jr.
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Name: Raymond M. Bowen, Jr.
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.1 Press Release, dated February 26, 2004.