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 30, 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.)
1221 LAMAR #1600 77010-1221
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
</Table>
Registrant's telephone number, including area code: (713) 853-6161
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On September 30, 2004, the board of directors of Enron Corp.
(the "Company") accepted the resignation of Raymond M. Bowen as Executive Vice
President, Chief Financial Officer and Treasurer of the Company, which
resignation is effective as of October 1, 2004.
(c) On September 30, 2004, the board of directors of the Company
elected Robert S. Bingham to replace Mr. Bowen as Interim Chief Financial
Officer and Interim Treasurer of the Company, effective as of October 1, 2004.
Mr. Bingham is 56 years old and has been an employee of Kroll Zolfo
Cooper, LLC (formerly Zolfo Cooper, LLC) ("KZC") since February 1999. During his
tenure with KZC through KZC's services provided to the Company as further
described in the next paragraph below, he has served as Associate Director of
Restructuring for the Company since February 2002. Prior to joining KZC, he
served as Vice President and Chief Financial Officer of Pick Telecommunications
Corp., a publicly-traded provider of long distance and prepaid calling card
telecommunications services, from January 1997 to February 1999. He is a
certified public accountant. Mr. Bingham serves as a director for Portland
General Electric Company ("PGE"), an electric utility company reporting under
the Securities Exchange Act of 1934 and wholly owned subsidiary of the Company.
Mr. Bingham is the Chair of PGE's Audit Committee and a member of PGE's
Compensation Committee. Mr. Bingham does not have an employment agreement
directly with the Company. Instead, the Company and its debtor subsidiaries
(collectively with the Company, the "Debtors"), in the Chapter 11 bankruptcy
case commenced December 2, 2001 (Case. No 01-16034 (AJG)) (the "Bankruptcy
Case") in the United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court"), compensate Stephen Forbes Cooper, LLC (an entity
which has a shared employee arrangement with KZC pursuant to a separate
agreement) ("SFC") for its services pursuant to an agreement entered into
effective as of January 28, 2002, by and among the Company, SFC and Stephen F.
Cooper (the "SFC Agreement"), which was approved by the Bankruptcy Court. Under
the SFC Agreement, SFC performs certain management services for the Company
associated with the Bankruptcy Case, and the Company agrees to pay SFC, among
other amounts for services rendered by other individuals, $545 per hour of work
for Mr. Bingham's services.
THIS FORM 8-K 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-OCCURRENCE OR DELAYED OCCURRENCE OF THE
EFFECTIVE DATE OF THE
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SUPPLEMENTAL MODIFIED FIFTH AMENDED JOINT PLAN OF AFFILIATED DEBTORS PURSUANT TO
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE (THE "CHAPTER 11 PLAN") OR
DELAYED DISTRIBUTION OR NON-DISTRIBUTION OF SECURITIES OR OTHER ASSETS UNDER THE
CHAPTER 11 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 CHAPTER 11 PLAN; FINANCIAL AND OPERATING RESTRICTIONS
THAT MAY BE IMPOSED ON AN OPERATING SUBSIDIARY OF THE COMPANY 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.
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. THE COMPANY CONTINUES TO BELIEVE THAT THE EXISTING COMMON AND PREFERRED
STOCK OF THE COMPANY HAVE NO VALUE. HOWEVER, THE CHAPTER 11 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.
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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: October 1, 2004 By: /s/ K. WADE CLINE
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Name: K. Wade Cline
Title: Managing Director and
Assistant General Counsel
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