Enron Mail

From:rex.rogers@enron.com
To:jordan.mintz@enron.com, james.derrick@enron.com
Subject:RE: Information (Confidential)
Cc:legal <.schuler@enron.com<, julia.murray@enron.com
Bcc:legal <.schuler@enron.com<, julia.murray@enron.com
Date:Sat, 24 Nov 2001 08:33:46 -0800 (PST)

Jordan: (1) Yes to Section 13 (any and all filings required by the '34 Act)---10-Qs, 10-Ks, 8-Ks, 13Ds, Form 4s (pursuant to Section 16) etc. Any and all '34 Act filings by Enron Corp. are available at the SEC's website----that is the fastest and most efficient way to access them.
(2) SEC file number: Enron Corp.-1-13159;
(3) Total assets and liabilities: I would use our latest 10-Q filed last week; however, as we all know, these are not only unaudited, we do not have the AA SAS 71 letter (limited review letter required for quarterly financials). Perhaps we should consult Causey as to the answer to this question (although my best guess would be the third quarter financial statements just filed with the SEC;
(4) Debt securities and number of holders---I would have no way of knowing this---I would check with corporate treasury (Tim DeSpain, Clint Freeland and the folks in their group). The group responsible for paying the interest on our debt securities would know the answer to this, and that would be corporate treasury. As to number of holders, they may have to contact the trustee of the debt securities (for most of the public debt securities, I believe that would be Bank of New York, as successor trustee to Harris Trust, Enron's long-time trustee;
(5) Number of shares of Preferred Stock ---I thought this list was included in the schedules to the Merger Agreement, but I can't seem to put my hands on the schedules. I will try to get this list to you today or early in the morning (Sunday). Brenda Funk may also have an up-to-date list (the recent preferred stock issuances relate to structured financings, which are deals I don't work on---that's the reason I don't have this info at my fingertips---but I think I can get it for you, tomorrow morning, if not today);
(6) As of October 31 (according to 10-Q filed last week: 743,904,638 shares of common stock issued and outstanding (this does not include treasury shares---if we need that number, we will have to get from the corporate secretary's office);
(7) Desciption of Enron's business: I agree with you, we can lift this from the current 10-Q filed last week (anything before that may be out of date);
(8) Look at the draft of the Proxy Statement that I sent to you yesterday (the reference to Janus is as of February of this year---as you know, institutional holders of 5% or more only have to file an annual Schedule 13G (on on before Feb. 14 of each year). Of course, other 5% or greater owners must file a 13D shortly after acquiring their holdings, and I am not aware that we have received a Schedule 13D lately (the issuer is supposed to receive a copy, as well as the SEC). Mark Koenig in Investor Relations might have a handle on who Enron's current owners are (without a Schedule 13D, we can assume that no one else owns in excess of 5%).
(9) With respect to Enron Corp. common and second preferred convertible stock, there are literally thousands of holders. I assume the only way to get this information is the shareholder lists from the Transfer Agent (or, possibly the corporate secretary's office would have this info---if not, they would be the group that knows how to get it);
(10) See No. 9 above.

Jordan and Julia: The information that we would need to get from Enron's transfer agent or Enron's trustees for its debt securities would not be available from those entities until Monday; if we needed it before then, as noted above the best sources of information would be the Enron Treasury group (with respect to debt securities outstanding) and the corporate secretary's office (Paula Rieker and Elaine Overturf) with respect to shareholder lists. I apologize in advance that I will be necessarily out of pocket Saturday afternoon, but plan to be in the office all day Sunday if I can help with this. Thanks, Rex

-----Original Message-----
From: Mintz, Jordan
Sent: Friday, November 23, 2001 4:52 PM
To: Rogers, Rex
Cc: Schuler, Lance (Legal)
Subject: Information (Confidential)

Rex: As I mentioned in my voicemail earlier today, we need the following information this weekend for the legal entities Enron Corp(some of which I think we already have and I have noted in parenthetical, below):

(1) Whether we file periodic reports with the SEC pursuant to 'Section 13 or 15 (d) of the '34 Act (Yes--which?)
(2) What is the SEC file number? (?)
(3) Total assets and total liabilities as of a specified date (Should we use our Q3/10-Q filing of last week?)
(4) Debt securities held by more than 500 holders (indicate whether secured, unsecured or subordinated, amount of debt and approximate number of holders).
(5) Number of shares of preferred stock and approximate number of holders (?)
(6) Number of shares of common and approximate number of holders (?--I believe that both #s 5 and 6 relate to issued, rather than authorized, but I'll get clarification)
(7) Brief description of Enron's business (10-Q)
(8) Names of any person who directly or indirectly owns, controls, or holds, with power to vote, 5% or more of the voting securities of Enron (?)
(9) List of all equity security holders of each class of security, including showing the number and kind of interests in the name of each holder and the last known addres or place of business of each holder(?)
(10) The list noted in #9 should reflect equity security holders as of day of filing; accordingly, transfer agent should be notified that a list will be required to enable them to prepare an accurate list.

I may be reached in the office at 713-853-7897; home 713-838-2990; or on my cell at 713-301-4807. It may be helpful to get Eickenroht or Clem to assist us on this.

Thanks.
Jordan