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): SEPTEMBER 18, 2003
ENRON CORP.
(Exact name of Registrant as specified in charter)
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OREGON 47-0255140
(State or other jurisdiction 1-13159 (I.R.S. employer
of incorporation) (Commission file number) 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.
On September 18, 2003, Enron Corp. (the "Company") and its
debtor-in-possession subsidiaries (collectively with the Company, the "Debtors")
filed their amended proposed joint Chapter 11 plan (the " Amended Plan") and
related disclosure statement (the "Disclosure Statement") with the U.S.
Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court").
Also on September 18, 2003, the Company issued a press release announcing the
Amended Plan.
Copies of the Amended Plan and the Disclosure Statement are attached as
Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K.
The Amended Plan and Disclosure Statement also are currently available
at the Company's website located at http://www.enron.com/corp/por/ and the
Bankruptcy Court's website located at http://www.nysb.uscourts.gov and at the
website maintained at the direction of the Bankruptcy Court at
www.elaw4enron.com.
THE AMENDED PLAN, THE DISCLOSURE STATEMENT AND THIS FORM 8-K, INCLUDING
THE EXHIBITS 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 AMENDED PLAN,
NON-OCCURRENCE OR DELAYED OCCURRENCE OF THE AMENDED PLAN'S EFFECTIVE DATE OR
DELAYED DISTRIBUTION OR NON-DISTRIBUTION OF SECURITIES OR OTHER ASSETS UNDER THE
AMENDED 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
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PURPOSE ENTITY ISSUES; THE PRELIMINARY AND UNCERTAIN NATURE OF VALUATIONS AND
ESTIMATES CONTAINED IN THE AMENDED 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; 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.
THE UNITED STATES BANKRUPTCY CODE (THE "CODE") DOES NOT PERMIT
SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE AMENDED PLAN UNTIL THE
BANKRUPTCY COURT APPROVES THE DISCLOSURE STATEMENT RELATING TO THE AMENDED PLAN
AS PROVIDING ADEQUATE INFORMATION OF A KIND, AND IN SUFFICIENT DETAIL, AS FAR AS
IS REASONABLY PRACTICABLE IN LIGHT OF THE NATURE AND HISTORY OF THE DEBTORS AND
THE CONDITION OF THE DEBTORS' BOOKS AND RECORDS, THAT WOULD ENABLE A
HYPOTHETICAL REASONABLE INVESTOR TYPICAL OF THE HOLDER OF CLAIMS OR INTERESTS OF
THE RELEVANT CLASS TO MAKE AN INFORMED JUDGMENT ABOUT THE AMENDED PLAN. NEITHER
THE AMENDED PLAN NOR THE DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE
BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION UNDER THE CODE FOR USE IN
SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE AMENDED PLAN. ACCORDINGLY, NONE
OF THE AMENDED PLAN, THE DISCLOSURE STATEMENT OR THIS 8-K, INCLUDING THE
EXHIBITS ATTACHED HERETO, IS INTENDED TO BE, NOR SHOULD THEY IN ANY WAY BE
CONSTRUED AS, A SOLICITATION OF VOTES ON THE AMENDED PLAN. THE INFORMATION
CONTAINED IN THE DISCLOSURE STATEMENT SHOULD NOT BE RELIED ON FOR ANY PURPOSE
BEFORE A DETERMINATION BY THE BANKRUPTCY COURT THAT THE DISCLOSURE STATEMENT
CONTAINS ADEQUATE INFORMATION.
THE INFORMATION CONTAINED IN THE AMENDED PLAN AND THE DISCLOSURE
STATEMENT IS NOT TO BE USED FOR INVESTMENT PURPOSES. THE DEBTORS RESERVE THE
RIGHT TO AMEND OR SUPPLEMENT THE AMENDED PLAN AND THE DISCLOSURE STATEMENT AT A
FUTURE DATE.
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
3
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. THE COMPANY CONTINUES TO BELIEVE THAT THE
EXISTING COMMON AND PREFERRED STOCK OF THE COMPANY HAVE NO VALUE. HOWEVER, THE
AMENDED PLAN 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.
2.1 Amended Joint Plan of Affiliated Debtors Pursuant to Chapter
11 of the United States Bankruptcy Code of the Company and
other Debtors and Participants.
2.2 Debtors' Disclosure Statement for Amended Joint Plan of
Affiliated Debtors Pursuant to Chapter 11 of the United States
Bankruptcy Code.
99.1 Press Release, dated September 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: September 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
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EXHIBIT DESCRIPTION
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2.1 - Amended Joint Plan of Affiliated Debtors Pursuant to
Chapter 11 of the United States Bankruptcy Code of
the Company and other Debtors and Participants.
2.2 - Debtors' Disclosure Statement for Amended Joint Plan
of Affiliated Debtors Pursuant to Chapter 11 of the
United States Bankruptcy Code.
99.1 - Press Release, dated September 18, 2003.
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