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UNITED STATES
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: October 16, 1998
Commission File Number 1-13159
ENRON CORP.
(Exact name of registrant as specified in its charter)
Oregon 47-0255140
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Enron Building
1400 Smith Street
Houston, Texas
(Address of principal executive 77002
offices) (Zip Code)
(713) 853-6161
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 24, 1998, Enron Corp., an Oregon corporation ("Enron" or the
"Registrant"), announced the formation of a new company to pursue opportunities
in the global water business. The new water company will own and operate
strategic water and wastewater assets, such as local distribution systems and
treatment facilities, and develop related infrastructure. As a key step in
establishing this new business, on July 24, 1998, Enron announced an all cash
offer, which was unanimously recommended by the board of directors of Wessex
Water Plc ("Wessex"), for all outstanding ordinary shares of Wessex (the
"Offer"). The Offer, which was made by Enron Water (Europe) Plc, a wholly
owned subsidiary of Enron and a public limited company organized under the laws
of England and Wales ("EWE"), was made on the basis of British Pound 6.30 for
each share and valued the ordinary share capital of Wessex, on a fully diluted
basis, at approximately British Pound 1.4 billion (approximately US$2.2 billion
based on then applicable exchange rates). The Offer price was established as a
result of arm's-length negotiation between representatives of Enron and Wessex
and represented a 28 percent premium based on Wessex's closing price of British
Pound 4.93 per share on July 23, 1998. The Offer was made subject to certain
regulatory and other customary conditions.
On October 2, 1998, Enron announced that it had received valid
acceptances of the Offer by EWE for Wessex in respect of more than 90 percent
of Wessex's issued ordinary share capital. On the same date, EWE made payment
for 91.9 percent of Wessex's issued ordinary share capital. Further, on
October 2, 1998, Enron issued notices to those Wessex ordinary shareholders who
had not already accepted the Offer, informing them that it intended to exercise
its rights under section 429 of the Companies Act 1985 (as amended) to acquire
compulsorily all the outstanding ordinary shares of Wessex. The compulsory
share acquisition is expected to be consummated in November 1998.
The acquisition of Wessex was financed through bank facilities of
Enron and subsidiary companies.
Wessex is a water and wastewater services company based in
southwestern England. Wessex will continue to provide its existing customers
with high quality water and wastewater services through continued investment in
its infrastructure and in the latest technology.
Enron intends to request the London Stock Exchange to delist the
Wessex ordinary shares as soon as practicable.
Wessex proposes to convene an extraordinary general meeting of
shareholders to be held on or about November 23, 1998. Two resolutions will be
proposed at the meeting as special resolutions, and EWE, as owner of more than
95% of the ordinary shares of Wessex, intends to vote in favor of both
resolutions. The resolutions are as follows: (1) to reduce the capital of
Wessex and cancel the preference shares and make consequential amendments to
Wessex's articles of association; and (2) to re-register Wessex as a private
company and amend the memorandum and articles of association to reflect this
change of status.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Acquired Business.
It is impracticable for the Registrant to provide the
financial statements required to be provided by this Item at
this time, however, the Registrant shall provide the required
statements under cover of an amendment to this Current Report
on Form 8-K/A as soon as practicable, but in any event not
later than December 18, 1998.
(b) Pro Forma Financial Information.
It is impracticable for the Registrant to provide the pro
forma financial statements required to be provided by this
Item at this time, however, the Registrant shall provide the
required statements under cover of an amendment to this
Current Report on Form 8-K/A as soon as practicable, but in
any event not later than December 18, 1998.
(c) Exhibits.
*24 Consent of PricewaterhouseCoopers.
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*To be filed by amendment.
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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: October 16, 1998 By: /s/ RICHARD A. CAUSEY
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Richard A. Causey
Senior Vice President, Chief Accounting,
Information and Administrative Officer