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): DECEMBER 17, 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)
</Table>
Registrant's telephone number, including area code: (713) 853-6161
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ITEM 5. OTHER EVENTS.
On December 17, 2003, Enron Corp. (the "Company") and its
debtor-in-possession subsidiaries (collectively with the Company, the "Debtors")
filed their third amended proposed joint Chapter 11 plan (the "Third 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").
Copies of the Third Amended Plan and the Disclosure Statement are
attached as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form
8-K.
The Third 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 THIRD 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 THIRD AMENDED PLAN,
NON-OCCURRENCE OR DELAYED OCCURRENCE OF THE THIRD AMENDED PLAN'S EFFECTIVE DATE
OR DELAYED DISTRIBUTION OR NON-DISTRIBUTION OF SECURITIES OR OTHER ASSETS UNDER
THE THIRD 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
PURPOSE ENTITY ISSUES; THE PRELIMINARY AND UNCERTAIN NATURE OF VALUATIONS AND
ESTIMATES
2
CONTAINED IN THE THIRD 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 THIRD AMENDED PLAN UNTIL THE
BANKRUPTCY COURT APPROVES THE DISCLOSURE STATEMENT RELATING TO THE THIRD 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 THIRD AMENDED PLAN.
NEITHER THE THIRD 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 THIRD AMENDED PLAN.
ACCORDINGLY, NONE OF THE THIRD 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 THIRD 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 THIRD AMENDED PLAN AND THE DISCLOSURE
STATEMENT IS NOT TO BE USED FOR INVESTMENT PURPOSES. THE DEBTORS RESERVE THE
RIGHT TO AMEND OR SUPPLEMENT THE THIRD 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
THIRD 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 Third 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 Third Amended Joint Plan of
Affiliated Debtors Pursuant to Chapter 11 of the United States
Bankruptcy Code.
4
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: December 17, 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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2.1 - Third 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 Third Amended Joint Plan
of Affiliated Debtors Pursuant to Chapter 11 of the United
States Bankruptcy Code.