FW: Final Communication Materials

-----Original Message-----
From: Mayeux, Gay
Sent: Tuesday, November 13, 2001 6:40 PM
To: Kean, Steven J.
Cc: Koenig, Mark
Subject: RE: Final Communication Materials
Importance: High

A couple of clarifications:

The $800 million of proceeds from asset sales does not include Azurix NA ( that cash goes to Azuirx, not Enron).
PGE sale - not $2 billion in PS; $200 million in PS and $50 million in common stock
The investor call was extended to 8:30 t0 10:00 am and will focus more on the current business and financial stituation at Enron rather than the 8K filed last week.

-----Original Message-----
From: McVicker, Maureen On Behalf Of Kean, Steven J.
Sent: Tuesday, November 13, 2001 6:30 PM
To: Ambler, John; Brown, Bill W.; Caudell, Greg; Denne, Karen; DeSpain, Tim; Faldyn, Rodney; Gentle, Jackie; Koenig, Mark; Mayeux, Gay; McMahon, Jeffrey; Palmer, B. Scott; Palmer, Mark A. (PR); Schuler, Lance (Legal); Siurek, Ryan; Thode, Eric; Tilney, Elizabeth
Cc: Derrick Jr., James; Lay, Kenneth; Meyer, Vance; Olson, Cindy; Philipp, Meredith; Rogers, Rex; Whalley, Greg
Subject: FW: Final Communication Materials
Importance: High

MESSAGE POINTS FROM MEETING
MONDAY, NOV. 13, 2001

Upcoming Events

? Tues., Nov. 13 - 8K filing re secured financing
? Tues., Nov. 13 - Customer letters from EES - will go out possibly today
? Tues., Nov. 13 - Baker Institute - Enron prize to Alan Greenspan - Ken to attend
? Wed., Nov. 14 - 8K filing (Dynegy and Enron separately filing) with merger agreement (perhaps with summary)
? Wed., Nov. 14 (8:30 - 9:30 am (CST)) - Investor update conf call re liquidity, 8K on SEC questions, and Whitewing and Marlin
? Mon., Nov. 19 (time t/b/a) - Bank meeting @ Hyatt in Houston
? Thurs., Nov. 29 - Possible All employee meeting

Questions of the Day

? Liquidity and counterparty activity. Transaction count on EnronOnline (media and investors)

For the past two years, Enron has used 30-day rolling averages for daily transaction counts and notional value for our wholesale trading activities on EnronOnline due to the normal variability in these numbers on a day-to-day basis. Due to the unusual events of the last few weeks, we provided some daily information. However, we intend to again use rolling averages in all communications going forward. While we saw some decrease in volumes on EnronOnline at the end of last week due to the impending merger announcement, volumes have returned to a normal range and are holding steady at a rolling average of 5,800 transactions with a notional value of $2.7 billion.

? Quantification of litigation (media and investors)
o no specific comment on litigation
o shareholder suits likely to be consolidated
o $3.5 billion "basket" in merger agreement is designed to cover all Enron litigation (i.e. not just shareholder litigation) and the parties believe this will be sufficient

? Ken Lay's compensation (media and employees)
o Ken, like many CEOs, has a change in control provision in his contract (and has had one for many years)
o Ken has elected to waive his right to payment under that provision

Messages of the Day

? Impact of merger on asset sales transactions (e.g. Dabhol) (media)

Enron will continue with our asset sales program as previously announced. Those asset sales that have been announced include EcoElectrica, CEG/CEG Rio, EOGIL and Portland General Electric, as well as Azurix North America, which closed on November 7. These transactions total $800 million plus PGE ($1.55 billion cash, $2 billion in preferred stock and $1.1 billion in debt)

? Timing of funding from Chevron (banks and rating agencies)
o Obligation - 3 business days after filing HSR (expected today), expect funding to occur earlier

? Impact of transaction on specific areas (e.g. Portland, Japan, Florida and other office locations) - case by case

Communications Groups

? Investor Relations
Mark Koenig
Gay Mayeux

? Media Relations
John Ambler
Karen Denne
Jackie Gentle
Mark Palmer
Eric Thode

? Rating Agencies
Tim DeSpain
Greg Caudell
Jeff McMahon

? Banks
Bill Brown
Jeff McMahon

? Customers
Beth Tilney

? Employee communications
Karen Denne
Cindy Olson
Beth Tilney

? Legal
Lance Schuler

? Accounting
Rodney Faldyn
Ryan Siurek

attached is a copy of the customer letter.
<< File: Dynegy merger - final customer letter-QA letterhead.pdf <<

Attached are the final communication materials.
Attachments:
-- press release, issued by Dynegy and posted on www.enron.com in the Press Room
-- timeline for communication rollout
-- key messages for use with internal and external audiences
-- talking points for use with employees
-- email to employees w/ link to Q&As
-- video script (to be viewed by employees on the intranet: UpFront!)
-- external Q&A for use with the media and external audiences
-- internal Q&A for background use in meetings with employees
-- intranet Q&A posted on the web for employees

<< File: Final Release.doc <<

<< File: timeline.doc << << File: messages.doc << << File: Talking Points.doc << << File: announce email.doc << << File: mergervideokllscript3.doc << << File: External QA.doc << << File: Internal QA.doc << << File: Intranet QA.doc <<