Enron Mail

From:m..schmidt@enron.com
To:
Subject:Enron Mentions - 11/23/01
Cc:
Bcc:
Date:Mon, 26 Nov 2001 07:37:31 -0800 (PST)

Premiums Stay High on Enron's Near Options, And `Doubling Up' Date Looms fo=
r Tax Losses
The Wall Street Journal, 11/23/01
Dynegy Deal To Buy Enron Hits Crossroads
The Wall Street Journal, 11/23/01
Enron Faces Suits by 401(k) Plan Participants
The Wall Street Journal, 11/23/01
From Sunbeam to Enron, Andersen's Reputation Suffers
The New York Times, 11/23/01
Chase and J. P. Morgan's Paper Anniversary
A Year After the Merger, Rosy Plans Meet Reality
The New York Times, 11/23/01
COMPANIES & FINANCE THE AMERICAS - Enron 'awaiting' capital injections, say=
officials.
Financial Times, 11/23/01
USA: UPDATE 2-Enron bleeds again as Dynegy deal doubts grow.
Reuters English News Service, 11/23/01
USA: Enron avoids junk status, but observers wonder how.
Reuters English News Service, 11/23/01
USA: US Corp Bonds-Enron slips again in quiet market.
Reuters English News Service, 11/23/01
USA: Enron shares seesaw on concerns over Dynegy deal.
Reuters English News Service, 11/23/01
TALES OF THE TAPE: Energy Traders' Perfect Storm Stalls
Dow Jones News Service, 11/23/01
U.S. Energy Exhange May Scrap Online Platform Plans
Dow Jones Energy Service, 11/23/01
Enron Woes May Endanger Plans For Mozambique Steel Proj
Dow Jones International News, 11/23/01
STOCKWATCH Enron down, Dynegy up on lingering merger uncertainty
AFX News, 11/23/01
USA: Houston economy seen weathering major layoffs.
Reuters English News Service, 11/23/01
Dabhol Pwr Confirms Arbitrator Panel Mtg In Singapore Sat
Dow Jones International News, 11/23/01
Enron SEC filing contained information Dynegy was unaware of - report
AFX News, 11/23/01
Dynegy's Decision to Buy Enron Hits Crossroads Amid Rising Financial Woes
Dow Jones Business News, 11/23/01

Employees' Lawuit Says Enron Hurt Retirement Funds Courts: The suit claims =
the energy firm urged workers to invest in company stock just before it plu=
nged.
Los Angeles Times, 11/23/01
Portland utility's fate tied to Enron's future
The Seattle Times, 11/23/01
Enron Shares and Bonds Fall on Concern About Takeover (Update5)
Bloomberg, 11/23/01

KKR, Blackstone Are Among Likely Enron Investors, Analyst Says
Bloomberg, 11/23/01

Microsoft MSN Fast Web Access Expansion Slowed by Enron Suit
Bloomberg, 11/23/01




Options Report
Premiums Stay High on Enron's Near Options, And `Doubling Up' Date Looms fo=
r Tax Losses
By Kopin Tan
Dow Jones Newswires

11/23/2001
The Wall Street Journal
C11
(Copyright © 2001, Dow Jones & Company, Inc.)

NEW YORK -- Volatility and premiums on Enron's near-month options remain ex=
tremely high. It is a sign that investors are willing to pay a rich price f=
or option protection and expect the stock to be unsettled as the Houston co=
mpany sorts through its credit and debt problems and seeks to calm frazzled=
investors.=20
Enron near-month defensive puts traded heavily in an otherwise quiet sessio=
n Wednesday, as investors bought them to hedge. The December 5 puts traded =
more than 10,000 contracts and jumped 45 cents to $1.10 at the Chicago Boar=
d Options Exchange. The stock closed down $1.98, or 28%, to $5.01, as of 4 =
p.m. in New York Stock Exchange composite trading.
Enron's calls traded actively as some investors sold them to generate incom=
e. Traders noted some call buying -- especially after Enron procured a thre=
e-week extension on a $690 million note -- as some hopeful investors bet on=
Enron pulling through its troubles and proceeding with its merger with Dyn=
egy Inc. Enron's December 5 calls traded more than 14,500 contracts, compar=
ed with open interest of 710, as they fell $1.45 to $1.15 at the CBOE.=20
For investors who want to book a tax loss on beaten-down stocks, the "wash =
sale" rule can be a hurdle, because it essentially prevents taxpayers from =
selling stock or securities at a loss and then reacquiring "substantially i=
dentical" securities within a 30-day period before or after that loss. This=
poses a problem for those who want to book a loss yet own stocks whose pri=
ces now make them attractive "buy" candidates.=20
In addition, the Internal Revenue Service has taken the position that the w=
ash-sale rule will disallow a loss if the investor sells an in-the-money pu=
t, because there is a strong likelihood that stock will be put to or acquir=
ed by the investor.=20
So investors typically get around the wash-sale rule by "doubling up": buyi=
ng additional stock or options, waiting at least 31 days, and then selling =
the original stock to book the loss. Investors double up by buying calls, w=
hich locks a price to buy stock and achieves the same effect as buying addi=
tional stock.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09



Dynegy Deal To Buy Enron Hits Crossroads
By Rebecca Smith and John R. Emshwiller
Staff Reporters of The Wall Street Journal

11/23/2001
The Wall Street Journal
A3
(Copyright © 2001, Dow Jones & Company, Inc.)

Even as it reiterated its intention to purchase Enron Corp., Dynegy Inc. is=
coming under increasing pressure to renegotiate or walk away from the mult=
ibillion-dollar deal.=20
The pressure is stemming from the continuing slide in the price of Enron sh=
ares and the mounting financial problems at the Houston energy-trading comp=
any, the nation's biggest marketer of electricity and natural gas. During t=
he past month, Enron has taken a $1 billion write-off of assets, revised do=
wnward the earnings of the past several years and taken a $1.2 billion redu=
ction in shareholder equity.
The problems have been due largely to dealings Enron had with private partn=
erships, run by some of its own executives, under investigation by the Secu=
rities and Exchange Commission. In an SEC filing Monday, Enron disclosed hu=
ndreds of millions of potential additional write-offs as well as the possib=
ility that its weakening financial condition could force it to repay more t=
han $2 billion in loans by the end of the year.=20
As of 4 p.m. Wednesday in New York Stock Exchange composite trading, Enron =
shares fell $1.98, or 28%, to $5.01 each after having dropped 23% Tuesday. =
In excess of 115 million shares traded Wednesday, more than four times the =
volume of any other Big Board stock. Enron's bonds also again traded sharpl=
y lower, market observers said.=20
The turmoil spilled over to Dynegy's stock, which also was among the most a=
ctively traded on the New York Stock Exchange. As of 4 p.m. Wednesday, Dyne=
gy shares fell $1.94 to $39.76 each.=20
On Wednesday, Dynegy issued a statement in which Chairman and Chief Executi=
ve Chuck Watson said his company was working "to accelerate the regulatory =
approvals required to complete the merger in accordance with the previously=
announced agreement" though it continued to perform "due diligence" on Enr=
on.=20
Under the merger agreement, Dynegy has opportunities to renegotiate or walk=
away from the deal if Enron's financial and legal problems become severe e=
nough. However, some observers said it can be difficult to invoke these so-=
called material adverse change clauses. They point to a decision earlier th=
is year by a Delaware Chancery Court judge who forced Tyson Foods Inc. to c=
omplete a planned purchase of IBP Inc. even though Tyson, a Springdale, Ark=
., food-products company, had wanted to cancel the transaction because of a=
drop in IBP's earnings and accounting problems at an IBP unit.=20
Dynegy officials didn't return calls seeking comment. To complete the deal,=
two-thirds of Dynegy shareholders and a majority of Enron shareholders wou=
ld have to give their approval. No dates for those votes have been set.=20
One person familiar with the merger plans said the SEC filing Monday by Enr=
on contained information Dynegy hadn't known about. Dynegy representatives =
planned to work through the weekend evaluating the importance of this new i=
nformation as part of the company's due diligence, this person said. It cou=
ldn't be determined what the new information was.=20
The merger agreement, announced Nov. 9, calls for Dynegy to exchange 0.2685=
share for each of Enron's roughly 850 million fully diluted shares, giving=
the purchase a value of about $9 billion at Dynegy's current stock price. =
However, from a price standpoint, the deal is appearing less attractive to =
Dynegy.=20
On the day of the merger announcement, Enron shares were trading at about $=
8.63 each, or about 83% of the purchase price under the exchange ratio. As =
of Wednesday, Enron's market price was only about 47% of the merger-formula=
price. Such a sharp deterioration is unusual following a merger announceme=
nt, when the stock price of the company being acquired generally begins tra=
ding relatively close to the offering price.=20
Sentiment among Wall Street analysts also is turning against the merger. In=
itially, many analysts lauded the merger as a move that would rescue Enron =
and provide a major boost to Houston-based Dynegy. Dynegy and Enron officia=
ls have predicted that the merger, supposed to be completed late next year,=
would significantly and immediately increase Dynegy's earnings.=20
Now analysts are challenging that assumption. Ron Barone, managing director=
at UBS Warburg LLC, said he believes that because of Enron's financial pro=
blems, a combined company would actually have lower earnings next year than=
Dynegy would have by itself. Mr. Barone said he thinks a "likely scenario"=
is that the merger formula will be renegotiated sharply down to about 0.15=
Dynegy share for each Enron share.=20
Such a ratcheting down wouldn't be without precedent in the deal. According=
to one person familiar with the merger negotiations, Dynegy reduced the ex=
change formula at least once prior to the Nov. 9 announcement because of En=
ron's rapidly sinking stock price, which at the beginning of this year was =
above $80 a share.=20
In perhaps the most significant sign of the turning tide on Wall Street, Go=
ldman Sachs analyst David Fleischer lowered his ratings on Enron and Dynegy=
. A longtime Enron fan, Mr. Fleischer issued a report expressing doubts tha=
t the merger would help Dynegy's earnings and whether Enron could "recover =
the significant business that has been lost" in its giant energy-trading op=
erations. "The Enron machine continues to sputter," Mr. Fleischer wrote.=20
Some observers say that if Dynegy walked away from the deal or tried to ren=
egotiate the terms significantly, Enron might be pushed into a bankruptcy-l=
aw filing. Without the Dynegy acquisition and continued support from its ba=
nkers and customers, an Enron bankruptcy-court filing "is highly possible,"=
said Ralph Pellecchia, a senior director at Fitch, a credit-ratings agency=
. On Wednesday, Fitch maintained its credit rating on Enron at just one not=
ch above noninvestment-grade, or "junk," status. But Fitch also said it bel=
ieved Enron's trading partners had made "significant cash collateral calls"=
in recent days that are "well in excess of previous expectations," contrib=
uting to "liquidity pressures."=20
Among the advisers Enron has hired during its current crisis is the law fir=
m of Weil, Gotshal & Manges, which specializes in bankruptcy and corporate-=
workout situations. Asked about a possible bankruptcy filing, an Enron spok=
eswoman said the company expects the Dynegy deal to go through and therefor=
e doesn't expect to have to look at alternatives to the merger. Since the m=
erger announcement, Enron Chairman Kenneth Lay has said his company had alt=
ernatives to the Dynegy deal but he has declined to identify them. Enron sa=
id it made some progress improving its financial position. The company said=
it reached a final agreement with units of J.P. Morgan Chase & Co. and Cit=
igroup Inc. on the remaining $450 million of a previously announced $1 bill=
ion in secured credit lines. Enron said lenders had agreed to extend repaym=
ent of an existing $690 million note to mid-December from next week. The sp=
okeswoman said a restructuring of that obligation is expected to be complet=
ed next month so that repayment wouldn't be required this year.=20
---=20
Thaddeus Herrick and Robin Sidel contributed to this article.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09



Enron Faces Suits by 401(k) Plan Participants
By Theo Francis and Ellen Schultz
Staff Reporters of The Wall Street Journal

11/23/2001
The Wall Street Journal
C1
(Copyright © 2001, Dow Jones & Company, Inc.)

Enron Corp., the embattled Houston energy and trading company, has been sue=
d by members of its employee-retirement plan, which has suffered losses bec=
ause of Enron's plummeting stock price.=20
Two separate lawsuits, filed in federal court in Houston, allege Enron misl=
ed participants in its 401(k) retirement plan about the risks of investing =
in the company's shares and note that the company forced the employees to r=
emain invested in its stock even as the shares fell. Amid growing disclosur=
es of financial problems in recent weeks, the company "locked down" the ret=
irement plan from Oct. 17 to Nov. 19 to make administrative changes, which =
prevented employees from selling Enron shares as the share price collapsed.
Enron, which recently agreed to be acquired by Dynegy Inc., Houston, becaus=
e of mounting financial problems, has seen its stock price fall to $5.01 on=
Wednesday from a peak of nearly $90 a share last year. The decline has bee=
n costly to participants in Enron's retirement plan because more than 60% o=
f the 401(k) assets were invested in Enron shares at the end of last year, =
according to one of the suits.=20
The first suit was filed Nov. 13 on behalf of plan participants by Campbell=
Harrison & Wright LLP, a Houston law firm, and the second was filed Tuesda=
y by Seattle-based Hagens Berman LLP. Both seek class-action certification.=
=20
Enron said its corporate policy is not to comment on pending lawsuits. A sp=
okeswoman also said the company's 401(k) plan offers participants 18 invest=
ment choices, one of which is company stock.=20
The company's stock has fallen amid mounting losses and disclosures that it=
had extensive off-balance-sheet dealings with a web of partnerships headed=
by former company officials. The Securities and Exchange Commission has la=
unched a formal investigation into the company's accounting, and Enron has =
said it will restate years of financial information.=20
The suits against Enron are the latest of a series of suits filed against c=
ompanies over losses in the company-stock portion of their 401(k) plans. Th=
e suits allege the plan trustees breached their fiduciary duties by continu=
ing to offer company stock, even after they became aware of serious busines=
s problems that would hurt the stock price. All the suits are pending.=20
As with most of these companies, Enron matches employee contributions to th=
e 401(k) with shares of Enron stock, and also offers Enron stock as an inve=
stment choice, in addition to a variety of mutual funds. About $1.3 billion=
of the plan's $2.1 billion in assets was invested in Enron shares at the e=
nd of 2000, according to the suit filed by Campbell Harrison.=20
Pamela Tittle, a participant in the 401(k) plan who worked in the finance d=
epartment and a named plaintiff in the Enron suit filed by Campbell Harriso=
n & Wright, had roughly 2,000 shares of Enron stock in her retirement accou=
nt and has suffered losses of about $140,000 as a result of the stock's dec=
line. The suit alleges that the trustees of the Enron 401(k) plan violated =
their fiduciary duties by not informing plan participants that the company =
stock was in peril.=20
The suit filed by Hagens Berman, also alleges that the company failed to wa=
rn participants about risks of remaining invested in Enron stock. In additi=
on, it accuses Enron of systematically misrepresenting its financial result=
s since 1998 in connection with the partnerships under investigation by the=
SEC.=20
Roy E. Rinard, a lineman for Enron in Oregon who is a named plaintiff in th=
e suit filed by Hagens Berman, has seen the value of his retirement plan fa=
ll to $70,000 from $470,000, largely as a result of the decline in Enron's =
stock. "I feel like I have been betrayed," Mr. Rinard said in press release=
issued by his lawyers. "I lost my savings, my plans for the future, everyt=
hing."=20
Under federal pension law, companies are allowed to offer their own stock i=
n retirement plans, and are allowed to force employees to hold onto the sto=
ck. Enron doesn't let employees diversify out of shares they receive as mat=
ching contributions to the 401(k) plan until age 50.=20
However, plan trustees are supposed to operate the plan in the best interes=
ts of the participants, which includes choosing prudent investments. Genera=
lly, to prove that the plan's administrators breached their fiduciary dutie=
s, employees must show that the trustees knew the stock was a bad investmen=
t. This presents a high hurdle, so it is not surprising that prior lawsuits=
over losses in company stock in 401(k) plans have generally come in the wa=
ke of allegations of accounting irregularities.=20
Lynn Sarko, one of Ms. Tittle's attorneys with Seattle's Keller Rohrback LL=
P, is also co-lead counsel in a similar lawsuit against Lucent Technologies=
Inc., Murray Hill, N.J. Another firm representing Ms. Tittle is Dalton Got=
to Samson & Kilgard PLC, which is lead counsel in a similar suit against Ik=
on Office Solutions Inc., Malvern, Pa. The two law firms are representing M=
s. Tittle with Campbell Harrison & Wright.=20
The suits against Lucent and Ikon, like the suit against Enron, allege that=
then-current plan trustees kept offering company stock in the plan despite=
knowing of serious business problems that would hurt the stock price. Repr=
esentatives for Ikon and Lucent say their companies didn't require employee=
s to invest in the company stock, and educated employees about the need for=
diversification.=20
The suit in which Mr. Rinard is plaintiff notes that on Oct. 17, a day afte=
r Enron announced the company was taking a nonrecurring charge totaling $1.=
01 billion in the third quarter, Enron "locked down" the 401(k) plan's asse=
ts, preventing participants from selling Enron shares. (A "lock-down" occur=
s when a retirement plan is transferred from one administrator to another, =
and generally lasts several weeks, during which time participants can't mak=
e changes in their investment choices).=20
The lock-down was lifted on Nov. 19. In the interim, on Nov. 8, Enron annou=
nced it would be forced to restate downward its reported financial results =
from 1997 through 2000. By the time the lock-down was lifted, as a result o=
f all the negative news the shares had fallen to below $9 a share from $32.=
20 on Oct. 17, when the lockup started, Hagens Berman attorney Karl Barth s=
aid.=20
"They were locked into it right when Enron knew it was going to be announci=
ng some really bad news," Mr. Barth said. "Mr. Rinard's looking at having n=
o retirement savings now. It's a horrible thing to have to start over in yo=
ur 50s."

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09

Business/Financial Desk; Section C
From Sunbeam to Enron, Andersen's Reputation Suffers
By FLOYD NORRIS

11/23/2001
The New York Times
Page 1, Column 2
c. 2001 New York Times Company

THIS has been the worst year ever for Arthur Andersen, the accounting firm =
that once deserved the title of conscience of the industry. The Securities =
and Exchange Commission filed civil fraud complaints against the Andersen p=
artner who audited Sunbeam and against the firm itself in the Waste Managem=
ent case.=20
Now Enron has repudiated the financial statements that were certified by Ar=
thur Andersen, in the process shaving more than half a billion dollars from=
the company's reported profits in recent years.
All of which raises the question: Has Arthur Andersen become the black shee=
p of the accounting industry?=20
It is not an easy question to answer, and not everyone is willing to rush t=
o judgment. ''If you want to attack Andersen for Enron, you need to know mo=
re than we know,'' Arthur Levitt, the former chairman of the Securities and=
Exchange Commission, said this week.=20
But if there is a thread connecting what is known about the three cases, it=
is materiality. In all three cases, Andersen auditors spotted bad accounti=
ng but were persuaded it was immaterial and therefore allowed it to go ahea=
d.=20
Materiality is one of those flexible concepts that can get accountants into=
trouble. The idea is that it doesn't much matter if a few little things we=
re gotten wrong. But they can add up.=20
At Enron, however, they did not add up to that much -- a total of $93 milli=
on over four years. The biggest restatement of Enron profits concerns a rel=
ated party that Enron now says should have been consolidated. It is not cle=
ar if Andersen had the facts needed to make that decision at the time.=20
To those who treasure the role of auditors, the humiliation of Andersen is =
painful. Back in the 1950's, it was Leonard Spacek, Andersen's managing par=
tner, who warned that ''the profession's existence is in peril'' because it=
was not showing enough independence. His public prodding was crucial in ma=
king the industry do a better job. Two decades ago, when the issue on the t=
able was pension accounting, Andersen was the only major accounting firm to=
break with clients and push for good rules.=20
Now Andersen's backbone is open to question. It was evidence that senior pe=
ople at Andersen repeatedly gave in to pressure from Waste Management that =
led the S.E.C. to bring that suit, which the firm chose to settle without a=
dmitting it had done anything wrong. The partner that the S.E.C. says looke=
d the other way at Sunbeam is fighting the accusations, and Andersen says h=
e acted properly.=20
Lynn Turner, who was chief accountant of the S.E.C. at the time and is now =
director of the Center for Quality Financial Reporting at Colorado State Un=
iversity, says what is happening to Andersen now is reminiscent of what hap=
pened to Coopers & Lybrand when he was a partner there and the firm had a s=
eries of highly publicized blown audits.=20
''We got bludgeoned to death in the press,'' he said. ''People did not even=
want to see us at their doorsteps. It was brutal, but we deserved it. We h=
ad gotten into this mentality in the firm of making business judgment calls=
.'' By that he meant that the firm paid too much attention to not offending=
clients and not enough to good accounting.=20
For Andersen to avoid that fate, its relatively new chief executive, Joseph=
Berardino, who declined to be interviewed for this column, will need to se=
t a tone inside the firm making clear that he expects auditors to show the =
backbone that Mr. Spacek epitomized. And then he will have to convince the =
public of that.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09



Business/Financial Desk; Section C
Chase and J. P. Morgan's Paper Anniversary
A Year After the Merger, Rosy Plans Meet Reality
By RIVA D. ATLAS

11/23/2001
The New York Times
Page 1, Column 5
c. 2001 New York Times Company

When William B. Harrison Jr. speaks of last year's $31 billion merger of J.=
P. Morgan and the Chase Manhattan Corporation, he speaks proudly of a deal=
that he considers to be a capstone to his 34-year career of helping build =
a giant of the banking business.=20
''This is the first merger I've been part of,'' said Mr. Harrison, the chie=
f executive of the combined bank, ''where I feel our core business is compl=
ete.''
The Chase-J. P. Morgan combination helped advance the bank into the investm=
ent banking elite, just as Mr. Harrison intended. But with Wall Street and =
the economy in far different places today than they were when the deal was =
put together, the many mergers, stock sales and other money-making opportun=
ities that were supposed to justify the high-priced acquisition have largel=
y dried up for now.=20
Consequently, deal makers and analysts who follow the bank are already spec=
ulating that Mr. Harrison, 58, may ultimately be compelled to do yet anothe=
r large deal, this time to diversify his business away from its heavy empha=
sis on Wall Street.=20
J. P. Morgan Chase has won some prominent assignments, like handling the re=
vampings of troubled giants like Lucent and, more recently, Enron, the bele=
aguered energy trading company.=20
But while J. P. Morgan Chase is proud of serving alongside Citigroup as bot=
h lead lender and adviser to Enron on its acquisition by Dynegy, the dual r=
ole it has worked to achieve sometimes proves complicated for the bank. Wit=
h Enron's shares in free fall as more information comes out about its hidde=
n debts, J. P. Morgan Chase has been scrambling to maintain the support of =
other banks while simultaneously keeping the merger with Dynegy on track.=
=20
Thanks largely to the slump on Wall Street, J. P. Morgan Chase's profits fe=
ll by two-thirds in the third quarter, to $449 million from $1.4 billion in=
the period a year ago. Its stock has dropped 15 percent this year, more th=
an other banks' shares. The bank's stock is ahead of investment banks like =
Goldman Sachs, with which J. P. Morgan Chase increasingly competes.=20
''The jury is still out in many respects on this merger,'' said Judah Kraus=
haar, an analyst at Merrill Lynch. Nevertheless, he likes J. P. Morgan Chas=
e's stock, he said, because ''expectations are very low.''=20
All J. P. Morgan Chase's competitors are suffering from the slowdown on Wal=
l Street. But some, like Citigroup, are better diversified and have greater=
involvement in old-fashioned consumer banking, which is proving to be a st=
rong moneymaker this year.=20
Nearly a third of J. P. Morgan Chase's revenues are consumer-oriented. By c=
ontrast, its chief New York rival, Citigroup, gets half its revenues from c=
onsumer businesses.=20
''The timing of the merger was bad,'' said Steven Wharton, a banking analys=
t at Loomis, Sayles & Company, which owns about a million J. P. Morgan Chas=
e shares. ''There's no disputing that.''=20
Actually, Mr. Harrison disputes it. ''I can't tell you how happy I am about=
having done this merger,'' he said in a recent interview. ''While there ar=
e pluses and minuses to operating in a weak economic environment, we have a=
much stronger platform to manage with during this difficult time.''=20
In Mr. Harrison's favor is his battle-tested team of top executives who hav=
e worked together for a decade or more. Few executives remain in the top sp=
ots from the old J. P. Morgan. Instead, most major posts are filled by mana=
gers who have worked with Mr. Harrison since his days at Chemical Bank, whe=
re he spent most of his career. Mr. Harrison's team successfully gobbled up=
Manufacturers Hanover Bank in 1991, then followed that with Chemical's mer=
ger with Chase Manhattan in 1996 before incorporating Morgan into the fold =
last year.=20
The group of Chemical veterans includes Marc J. Shapiro, who oversees finan=
ce and risk management at J. P. Morgan Chase; Donald H. Layton, one of two =
leaders of investment banking; and James B. Lee Jr., the bank's senior deal=
maker. The team also includes Dina Dublon, the bank's chief financial offi=
cer.=20
Two other senior executives have also lived through big deals. Geoffrey T. =
Boisi, the other investment banking leader, was the one-time investment ban=
king chief at Goldman, Sachs. David A. Coulter, in charge of Chase's retail=
bank, had been chief executive of Bank of America before it was bought by =
NationsBank.=20
''There aren't many teams that have gone through as many mergers as Bill Ha=
rrison and his team,'' said Mark G. Solow, managing principal at GarMark Ad=
visors, an investment firm, and a former senior executive at Chemical.=20
Still, Ms. Dublon acknowledged that the tough economy was making the J. P. =
Morgan takeover more difficult than the earlier combinations.=20
''In general, mergers are very hard on morale,'' she said. ''There is no qu=
estion that this one has a tougher emotional toll.''=20
The bank's executives are making the best of a bad situation. They have tak=
en advantage of the slowdown to cut around 8 percent of the combined banks'=
staff, or about 2,500 more employees than anticipated at the time the merg=
er was announced.=20
Many of these job cuts were aimed at high-cost investment bankers: J. P. Mo=
rgan Chase expects that 6,000 jobs in its investment banking division will =
have been eliminated by the end of the year.=20
''We have focused on the tougher jobs to cut,'' Ms. Dublon said.=20
In some ways the overall market turmoil has made it easier for J. P. Morgan=
Chase to overhaul its staff. With fewer jobs available on Wall Street, Mr.=
Shapiro said, the employees who are left behind are less apt to complain a=
bout changes in their jobs. ''People have fewer options,'' he said, ''so yo=
u have a little more control over the process.''=20
Thanks partly to these cuts, the bank estimates the saving from cost cuttin=
g will be $3.6 billion annually, compared with an original projection of $2=
billion at the time of the merger.=20
The cost cutting has helped compensate somewhat for a sharp drop in profits=
in the bank's core businesses. ''What we can control and are managing very=
aggressively is the expenses of the company,'' Ms. Dublon said in a confer=
ence call with reporters on Oct. 17, the day earnings were announced.=20
Aside from cost cuts, the weakness on Wall Street makes it hard for the ban=
k's executives to point to tangible gains in investment banking, where fees=
were down 24 percent in the third quarter. But Mr. Harrison points to mark=
et-share gains the bank has achieved at the expense of competitors on Wall =
Street. He hopes that when the investment banking business revives, J. P. M=
organ Chase will hold on to these gains.=20
The bank is particularly proud of its standing in two areas: mergers and ac=
quisitions, and the underwriting of large investment-grade bond deals.=20
The bank ranked 5th worldwide in the highly profitable category of advising=
on mergers during the first nine months of 2001, up from Chase's 12th-plac=
e finish and J. P. Morgan's 10th-place standing during the same period last=
year, according to Thomson Financial Securities data.=20
The merger and acquisitions business, which Chase had been slowly building =
for years, is stronger following the merger with J. P. Morgan, said Mr. Lee=
, a vice chairman at the bank. As a result, the bank is able to win assignm=
ents providing advice to customers who dealt with the old Chase only for lo=
ans.=20
Mr. Lee remains proud of the bank's work with Enron, the energy company, de=
spite its troubles. J. P. Morgan Chase, along with Citigroup, raised $1 bil=
lion in bank financing for Enron earlier this month. It was also hired to a=
dvise the company, which hopes to be saved from collapse by being taken ove=
r by Dynegy.=20
The old Chase, long a lending powerhouse, would have had a good shot at lea=
ding the bank financing, but an advisory role would have been less certain.=
Mr. Lee said the investment banker advising Enron came from the old J. P. =
Morgan. But with merger activity slow, there are few such deals to go aroun=
d.=20
The bank is also proud of its strength in long-term investment-grade bonds,=
another area that business executives say has been enhanced by the merger.=
It moved up to second place in that area so far this year, compared with s=
ixth place a year ago.=20
The bank has taken advantage of a boom in large corporate bond offerings, a=
surge driven by today's low interest rates. In May J. P. Morgan Chase rais=
ed $12 billion in bonds for WorldCom, the telecommunications company, in th=
e largest corporate debt deal in the United States on record.=20
Unfortunately for J. P. Morgan Chase, the fees for underwriting investment-=
grade debt are small compared with the money to be earned coordinating offe=
rings of stock, where J. P. Morgan Chase remains a second-tier competitor.=
=20
The bank actually lost market share in the rankings for underwriters of sto=
ck, falling to 9th place this year, compared with the old J. P. Morgan's 6t=
h-place finish a year ago. (Chase was 11th.)=20
Mr. Harrison said the bank was taking advantage of the slowdown in stock of=
ferings to build momentum slowly in that business. ''We think we have a cha=
nce in the second half of this year to be in the top five,'' he said.=20
Given the slowdown, some bankers predict that Mr. Harrison will ultimately =
do another deal, either to expand his consumer banking business or to bolst=
er weak areas in investment banking, like the equity division.=20
''The general view is that the combination with J. P. Morgan didn't do enou=
gh,'' one investment banker said.=20
Mr. Harrison disagrees: ''I don't feel,'' he said, ''we need to do another =
large deal to be successful.''

Photo: William B. Harrison Jr., the chief executive, says he has no doubts =
about the wisdom of forming J. P. Morgan Chase, even though the the economy=
has slowed since then. ''I can't tell you how happy I am about having done=
this merger,'' he said. (Associated Press) Chart: ''Still Looking for the =
Right Mix'' When J. P. Morgan and Chase announced their merger in September=
2000, the combination's strength in investment banking seemed sure to be s=
uccessful. But the bank's stock has suffered with Wall Street's slump, and =
its more consumer-oriented and better-diversified rival, Citigroup, has far=
ed better. Graph tracks the daily closing prices of Citigroup and J. P. Mor=
gan Chase shares from September 2000 through November 2001. A DIFFERENT BLE=
ND OF BANKING Based on revenue, before overhead expenses (first nine months=
of 2001). J. P. MORGAN CHASE* Consumer and small business: 32% Investment =
management and private: 9% Corporate and investment: 58% CITIGROUP Consumer=
and small business: 54% Investment management and private: 4% Corporate an=
d investment: 42% *Does not add to 100 because of rounding. (Sources: Bloom=
berg Financial Markets; company reports)=20
Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09



COMPANIES & FINANCE THE AMERICAS - Enron 'awaiting' capital injections, say=
officials.
By ROBERT CLOW.

11/23/2001
Financial Times
© 2001 Financial Times Limited . All Rights Reserved

Officials working to shore up Enron's balance sheet yesterday said the stru=
ggling energy trader hoped to receive capital injections of more than $1.5b=
n as early as next week.=20
Enron is in talks about $250m investments with JP Morgan Chase and Citigrou=
p and is also hoping to raise at least $1bn from private equity investors.
People close to Enron declined to comment on which buyout firms might wish =
to invest in Enron. However, the Blackstone Group, which was reported to be=
talking to the company before Dynegy made its $9bn rescue bid, is understo=
od no longer to be doing so.=20
Members of the 20-strong bank lending group, led by JP Morgan Chase and Cit=
igroup, are being asked to defer the maturities of their upcoming debt unti=
l after the completion of the merger.=20
The moves comes as reports from Goldman Sachs and Fitch, the credit rating =
agency, raised questions about the company's cash flow and its medium-term =
viability.=20
David Fleischer, a Goldman Sachs analyst, argued that cash balances were in=
adequate to meet $2.8bn of debt obligations falling due before the end of t=
he year.=20
People close to Enron say that nearly $1bn of that debt has already been re=
structured.=20
The Fitch report said that if the Dynegy deal was not completed, Enron woul=
d struggle to meet $9bn of obligations due before the end of next year.=20
People close to Enron insisted that Dynegy remained committed to the merger=
and played down talk of renegotiation.=20
Dynegy would shortly issue a statement reasserting its commitment to the de=
al, they predicted.=20
© Copyright Financial Times Ltd. All rights reserved.=20
http://www.ft.com.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09



USA: UPDATE 2-Enron bleeds again as Dynegy deal doubts grow.

11/23/2001
Reuters English News Service
(C) Reuters Limited 2001.

(dateline previous NEW YORK, changes byline, updates with bond prices, deta=
ils throughout)=20
By C. Bryson Hull
HOUSTON, Nov 23 (Reuters) - A long weekend of work faced Dynegy Inc. and pr=
oposed acquisition Enron Corp.,, whose worsening stock woes on Friday whipp=
ed up fear that the deal could be renegotiated or collapse entirely.=20
Houston-based Dynegy and its advisers were expected to spend the long holid=
ay weekend reviewing larger cross-town rival Enron's complex books, as both=
parties race against the decline in Enron's stock to complete the thorough=
financial examinations a merger requires.=20
Enron shares ended down more than 5 percent, or 27 cents, to $4.74 at the c=
lose of abbreviated Friday trading on the New York Stock Exchange. Dynegy s=
hares closed up 64 cents, or 1.61 percent, to $40.40.=20
Dynegy on Nov. 9 agreed to pay about $9 billion in stock for Enron. But, af=
ter falling 45 percent by Friday's close amid fears it could run out of cas=
h before the deal closes, Enron's market capitalization is only about $4.03=
billion.=20
At Dynegy's current stock price, its offer for Enron is worth about $10.85 =
a share - more than twice Enron's current share price.=20
Executives and advisers from both companies are in the final stages of the =
review, known as due diligence, sources familiar with the matter told Reute=
rs. The sources said renegotiations had not been discussed as of Friday aft=
ernoon, and that such discussions could not occur until the due diligence r=
eview is finished.=20
But should it turn up any more unpleasant surprises that qualify as a "mate=
rial adverse change" in Enron's business, the likelihood increases of Dyneg=
y invoking escape clauses or renegotiating, analysts and observers say.=20
"You've got to believe there is that possibility. There is a 90 percent spr=
ead on the deal," said one analyst. "There's unquestionably continued malai=
se in Enron's core business and Dynegy has left itself open to renegotiate =
with Enron."=20
UBS Warburg analyst Ron Barone on Wednesday wrote in a research report that=
the likelihood was "soaring" that Dynegy might discover a material adverse=
change.=20
Enron spokeswoman Karen Denne said that, to her knowledge, Dynegy was not r=
enegotiating the terms of the acquisition.=20
She repeated that Enron was working on obtaining an additional $500 million=
to $1 billion in private equity funding to help shore up the balance sheet=
.=20
Dynegy spokesman John Sousa said due diligence was continuing and said the =
company remains optimistic about the merger.=20
TRADERS FEARING RENEGOTIATION=20
Enron's recent admission that lower volumes at its trading business - the c=
rown jewel of Enron that Dynegy most covets - could cause low fourth-quarte=
r earnings raises the possibility that the trading business is losing its p=
rofitability. Continued losses there would remove a key attraction for Dyne=
gy.=20
Electricity traders said the latest developments are making it seem more li=
kely that Dynegy will renegotiate the deal or back out entirely, a move the=
y said would leave Enron vulnerable to creditors and a possible bankruptcy.=
=20
This week rating agency Fitch Investors said that if Dynegy stepped away fr=
om the merger, Enron's credit situation seemed untenable and a bankruptcy f=
iling was highly possible.=20
Traders, speaking on condition on anonymity, said they expected Dynegy to s=
cramble over the weekend to narrow the growing share price gap. Enron's dep=
leted market value and the shrinking volume in its EnronOnline trading syst=
em makes it more likely Dynegy could pull out, traders said.=20
Meanwhile, energy traders reiterated that they would shy away from long-ter=
m deals with Enron unless they received substantial assurances the company'=
s credit rating would soon improve.=20
Enron's bonds on Friday were again talked at junk-bond levels, but even low=
er than before.=20
Enron's 6.4 percent notes maturing in 2006 and its 6.75 percent notes were =
bid Friday at 57 cents on the dollar, down from a respective 62 and 60 cent=
s on Wednesday, according to a trader. The notes yield to maturity a respec=
tive 21.5 percent and 17 percent. Its 20-year zero-coupon convertible bonds=
fell about 1 cent on the dollar to just over 33 cents.=20
Enron is hovering at the edge of investment-grade as the three main credit =
trading agencies consider whether to cut them again, and some observers won=
der how Enron has avoided it.=20
"A bond trading in the 50s has nothing to do with an investment-grade secur=
ity," said Scott Smith, a principal at Wells Capital Management in San Fran=
cisco, where he invests $6 billion in debt and does not own Enron.=20
(Additional reporting by Jim Jelter in San Francisco, Andrew Kelly in Houst=
on and Carolyn Koo, Arindam Nag, David Howard Sinkman and Jonathan Stempel =
in New York)).

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09


USA: Enron avoids junk status, but observers wonder how.
By Jonathan Stempel

11/23/2001
Reuters English News Service
(C) Reuters Limited 2001.

NEW YORK, Nov 23 (Reuters) - It is rare that holding onto investment-grade =
credit ratings means as much to a company as it does now to beleaguered ene=
rgy trader Enron Corp. , and some observers are wondering why a cut to junk=
status is taking so long.=20
"The sum of all knowledge is in the valuation of the stock and the bonds," =
said Scott Smith, a principal at Wells Capital Management in San Francisco,=
where he invests $6 billion in debt, and does not own Enron. "A bond tradi=
ng in the 50s has nothing to do with an investment-grade security."
Enron's 6.4 percent notes maturing in 2006 and 6.75 percent notes were bid =
Friday at 57 cents on the dollar, down from a respective 62 and 60 cents on=
Wednesday, a trader said. The notes yield to maturity 21.5 percent and 17 =
percent.=20
Meanwhile, Enron's shares have sunk 94 percent this year. Since October 16,=
when it released third-quarter results, which it has since revised downwar=
d, its shares have fallen 86 percent, and its bonds by nearly half.=20
Houston-based Enron, which is trying to merge with smaller cross-town rival=
Dynegy Inc. , has been rocked this year by accounting problems, earnings r=
estatements, a federal investigation and a top management shuffle.=20
Its advisers were expected this weekend to pore over the company's books, w=
hich could lead to a renegotiation of the merger, sources familiar with the=
matter said.=20
Moody's Investors Service and Standard & Poor's have cut its senior unsecur=
ed debt ratings twice in the last month to their current "Baa3" and "BBB-mi=
nus," their lowest investment grades. Fitch has cut its equivalent rating t=
o "BBB-minus," and all three agencies have warned of more possible cuts.=20
The stakes could hardly be higher.=20
CASH CRUNCH=20
A downgrade to "junk" status could imperil Enron's trading business, force =
it to pay off as much as $3.9 billion of debt issued mostly by two trusts, =
and possibly force it to seek bankruptcy protection, analysts said.=20
Enron said in a securities filing it recently had less than $2 billion of a=
vailable cash and credit lines.=20
S&P said on Tuesday that Enron faces "liquidity issues," but enjoys an "ali=
gnment of interests" with its banks and a near-term financial position that=
"is expected to be sufficient" to allow the Dynegy merger.=20
Fitch, meanwhile, said on Wednesday that "our present 'BBB-minus' rating re=
sts on the merger possibility and continued support of the lending banks."=
=20
If Dynegy walks away, it said, "Enron's credit situation seems untenable wi=
th a bankruptcy filing highly possible."=20
Enron said on Monday it had $9.15 billion of obligations due through next y=
ear, and a $690 million note that could come due next Tuesday. It later sai=
d it got a three-week reprieve.=20
INVESTMENT BANKS=20
Sean Egan, managing director of Egan-Jones Ratings Co. in Philadelphia, lik=
ened Enron's ratings situation to those of California's two largest utiliti=
es, Pacific Gas & Electric Co. and Southern California Edison .=20
Despite investor unease, those utilities kept their investment-grade rating=
s only until they defaulted on debt in January, as California's power crisi=
s worsened.=20
On November 8, a day before the Dynegy merger was announced, senior officia=
ls from Enron's lead banks - William Harrison, chief executive of J.P. Morg=
an Chase & Co. , and Michael Carpenter, who runs Citigroup Inc.'s investmen=
t banking arm - met with Moody's to help allay that agency's concerns, a pe=
rson familiar with the meeting said.=20
A day later, Moody's, which issued no statement on Enron this week, downgra=
ded the company's senior unsecured debt rating, but only to its current "Ba=
a3."=20
"Pressure is coming from the investment banks, which have a vested interest=
in seeing the Dynegy deal go through," said Egan, whose agency rates Enron=
's debt "BB," its second-highest junk grade. "Investment banking fees will =
be substantial."=20
Companies pay for Moody's and S&P ratings, which they need to obtain financ=
ing. Egan said his agency receives no such payments.=20
Citigroup and J.P. Morgan declined to comment. Moody's and S&P did not imme=
diately return phone calls. Fitch was not immediately available for comment=
. Dynegy and Enron on Wednesday, however, reaffirmed their commitment to th=
e merger.=20
Wells Capital's Smith isn't sure what to expect.=20
"Enron will remain definitively investment grade if the merger as billed go=
es through, ... but there are half a dozen things that could go wrong," he =
said. "Obviously, the equity markets are telling you it's very skeptical th=
e merger will go through, and the bond market is following its lead."=20
(Additional reporting by Carolyn Koo and Arindam Nag.).

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09

USA: US Corp Bonds-Enron slips again in quiet market.
By Jonathan Stempel

11/23/2001
Reuters English News Service
(C) Reuters Limited 2001.

NEW YORK, Nov 23 (Reuters) - The U.S. corporate bond market saw very little=
activity on Friday, with many traders leaving even in advance of the early=
close, though Enron Corp.'s bonds weakened for a third straight session am=
id concern over the energy trader's liquidity, and whether its merger with =
Dynegy Inc. can go through.=20
"Deadly" was how one trader described activity. Spreads, the yield differen=
ce between investment-grade bonds and comparable maturity U.S. Treasuries, =
finished unchanged on balance, as did junk bond prices, traders said.
Enron's 6.4 percent notes maturing in 2006 and its 6.75 percent notes were =
bid at 57 cents on the dollar, down from a respective 62 and 60 cents on We=
dnesday, according to a trader. The notes yield to maturity a respective 21=
.5 percent and 17 percent. Its 20-year zero-coupon convertible bonds fell a=
bout 1 cent on the dollar to just over 33 cents.=20
Meanwhile, Enron's shares fell 5.4 percent, as its advisers prepared this w=
eekend to pore over the company's books, sources familiar with the matter s=
aid. Analysts said there could be a renegotiation of the Dynegy merger.=20
"The sum of all knowledge is in the valuation of the stock and the bonds," =
said Scott Smith, a principal at Wells Capital Management in San Francisco,=
where he invests $6 billion of debt, none from Enron. "A bond trading in t=
he 50s has nothing to do with an investment-grade security."=20
Ten-year Treasuries closed down 12/32, as their yields rose to 5.011 percen=
t.=20
JUNK BOND FUNDS ENJOY INFLOWS=20
Separately, investors poured cash into U.S. junk bond mutual funds for a se=
cond straight week amid a newfound tolerance for riskier assets.=20
Investors added a net $628.5 million of cash to the funds in the week endin=
g Tuesday, on top of $816.3 million in the prior week, according to AMG Dat=
a Services.=20
The two-week inflow is the largest since the second and third week of Janua=
ry. The bonds rose more than 6 percent that month, according to Merrill Lyn=
ch & Co.=20
"Financial markets have rallied on hopes that the economy will get better i=
n the not-too-distant future," said Jan Hatzius, senior economist at Goldma=
n Sachs & Co. "A lot of the optimism right now is hope rather than reality,=
but we should see signs of improvement in a month or two."=20
Through Thursday, junk bonds have returned 2.93 percent in November alone, =
beating all other bonds, and are up 4.71 percent this year, Merrill Lynch d=
ata show. The bonds still yield 7.98 percentage points more than Treasuries=
, but that's down from 9.29 percentage points at the start of the month.=20
Companies this week sold about $3.83 billion of investment-grade, $533 mill=
ion of junk, and $3.3 billion of convertible debt. Investors expect about t=
hree more weeks of overall active issuance before the usual year-end slowdo=
wn.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09

USA: Enron shares seesaw on concerns over Dynegy deal.

11/23/2001
Reuters English News Service
(C) Reuters Limited 2001.

NEW YORK, Nov 23 (Reuters) - Shares of Enron Corp. fluctuated wildly on Fri=
day morning, as concerns grew over rival Dynegy Inc.'s $9 billion acquisiti=
on of the beleaguered energy trader.=20
Enron shares were down 8 cents, or 1.6 percent, to $4.93 in Friday morning =
trading on the New York Stock Exchange, after diving more than 8 percent ea=
rlier.
The shares are down because of talk that the terms of Dynegy's deal with En=
ron could be changed or that the deal could collapse.=20
Dynegy originally agreed to pay about $9 billion in stock for Enron. But, a=
fter falling 42 percent since then by Wednesday's close, Enron now sports a=
market capitalization of only about $4.26 billion.=20
In a report on Wednesday, Ronald Barone, an analyst at UBS Warburg, suggest=
ed that the deal's current exchange ratio of 0.2685 share of Dynegy for eac=
h share of Enron could well be readjusted.=20
He suggested that a much lower exchange ratio of 0.15 was more realistic.=
=20
"You've got to believe there is that possibility. There is a 90 percent spr=
ead on the deal," said one analyst, referring to a potential renegotiation.=
=20
"There's unquestionably continued malaise in Enron's core business and Dyne=
gy has left itself open to renegotiate with Enron," he continued.=20
Some of Enron's trading partners have scaled back their activity, causing t=
hat "malaise." Lower volumes at its trading business, which is the largest =
and most coveted portion of its operation, could cause fourth-quarter earni=
ngs to come in below expectations, Enron has said.

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09



TALES OF THE TAPE: Energy Traders' Perfect Storm Stalls
By Christina Cheddar
Of DOW JONES NEWSWIRES

11/23/2001
Dow Jones News Service
(Copyright © 2001, Dow Jones & Company, Inc.)

NEW YORK -(Dow Jones)- Here's one 2001 outlook that couldn't have been more=
wrong.=20
Around this time last year, pundits and fund managers were touting "the per=
fect storm" of market forces that were coming together to make the energy t=
rading business one to watch in 2001.
Then came the California power crisis, and allegations of price-gouging and=
fears of credit defaults began to cloud the outlook for the group. That wa=
s followed by renewed volatility in power prices, and this time the prices =
were headed down, not up.=20
And then came a crushing blow against trading firms - the unraveling of the=
industry's largest player, Enron Corp. (ENE).=20
Simply put, the perfect storm stalled, and a business once buoyed by high g=
as prices, strong demand and tight supply now lies in tatters.=20
The stocks of companies whom some say should be valued more like growth sto=
cks than utilities are instead mired at around nine-times earnings - about =
where traditional utilities trade.=20
And the chance for recovery in 2002?=20
Basu Mullick, portfolio manager of the Neuberger Berman Partners fund, is w=
illing to bet there is. He thinks energy traders deserve at least the same =
price-to-earnings multiple as the broader market's median, which is current=
ly between 16- to 17-times future earnings, he said. It's just a matter of =
time before the stocks get there.=20
"They were just recovering from Gray Davis," Mullick said, referring to the=
governor of California, who had accused "out-of-state" energy traders of a=
rtificially inflating the price of power in the state, and triggering the s=
tate's energy crisis. "Now, they are recovering from Enron."=20
The fund manager also blames lower commodity prices, warm weather and poor =
demand for the recent weak performance in the group.=20
"Energy convergence companies are putting up terrific growth rates," he sai=
d. "I don't think they should get the same valuation as a garden-variety ut=
ility."=20
Still, others think the stock market is continuing to make distinctions bet=
ween the energy traders by taking a harder look at the companies' strategie=
s and financial disclosures.=20
Enron's precarious financial situation underscores the importance of accoun=
ting issues. Although many of Enron's financial problems aren't solely the =
fault of mark-to-market accounting issues, there has been growing attention=
paid to this form of financial reporting because of the earnings volatilit=
y it can create.=20
Answers Elude Investors=20

Investors are asking hard questions, and not always getting the answers the=
y want.=20
Using mark-to-market methods, a company calculates the fair market value of=
a commodity position - whether it's a contract, an option, a swap, etc. - =
at the time, even if the value of the position is realized over a longer pe=
riod. The problem with this method is the actual cash a company realizes fr=
om the position might not be the same value the company calculated in its o=
riginal assessment. Also, sometimes it isn't easy to calculate the fair val=
ue of the commodity position. This is particularly true in instances where =
the market for the commodity isn't liquid.=20
Over time, companies with the highest level of disclosure regarding their m=
ark-to-market gains will most likely trade at higher multiples to counterpa=
rts that provide little or no disclosure, said ABN AMRO Inc. analyst Paul P=
atterson.=20
Encouragingly, it appears companies may already be responding to the call f=
or added disclosure. According to a survey Patterson conducted, more compan=
ies with energy trading units were willing to disclose the details of their=
mark-to-market accounting practices during third-quarter conference calls =
compared with those in the second quarter.=20
Patterson said he prefers earnings that are cash-based.=20
"All things being equal, we believe reported earnings that more closely ref=
lect the timely realization of cash have a higher quality associated with t=
hem than earnings that do not," he said.=20
He expects investors to become smarter and learn to distinguish between ear=
nings growth through accrual accounting and growth fueled by mark-to-market=
accounting.=20
At the end of the day, it is not a matter of simply producing profits, but =
being able to say where those earnings came from, said one investor, who ma=
nages a pension fund.=20
Some investors also may be placing a greater emphasis on the cash flow the =
energy merchants produce.=20
Tim O'Brien, portfolio manager of the Gabelli Utilities Fund, said energy m=
erchants that own the physical power assets to back up their trading positi=
ons should trade at a premium to an independent power producers and traditi=
onal utility companies. Still, the stocks should be valued at less than the=
growth rate of the company because of their heavy exposures to commodity p=
rices.=20
Energy merchants include companies such as Dynegy Inc. (DYN), Duke Energy C=
orp. (DUK) and Dominion Resources Inc. (D).=20
According to O'Brien, the group never deserved to have the price-to-earning=
s multiples above 20- to 30-times earnings, which were once paid for the st=
ocks.=20
"We all got sucked up by the up-leg of the cycle and forgot just how cyclic=
al these companies are," O'Brien said, adding that the average multiple sho=
uld be in the high single-digits to the high-teens.=20
As for independent power producers - which are companies without regulated =
operations that own power plants to generate electricity to sell and trade =
in the wholesale market - the group may wind up being valued on the basis o=
f the replacement costs of the assets in their portfolio, according to O'Br=
ien.=20
"One analogy is that they are basically like commercial real-estate plays,"=
O'Brien said.=20
That could mean stocks such as Calpine Corp. (CPN), which is already in the=
lower-half of its trading range, may have further to fall.=20
-By Christina Cheddar, Dow Jones Newswires; 201-938-5166; christina.cheddar=
@dowjones.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09


U.S. Energy Exhange May Scrap Online Platform Plans
By Stephen Parker
Of DOW JONES NEWSWIRES

11/23/2001
Dow Jones Energy Service
(Copyright © 2001, Dow Jones & Company, Inc.)

NEW YORK -(Dow Jones)- The world's largest energy futures exchange is takin=
g a second look at plans to launch a major new electronic trading platform =
known as eNymex, and may decide to scrap them.=20
Management changes at the New York Mercantile Exchange, along with the succ=
ess of Access, an online platform the exchange expanded in September, have =
prompted the move.
Nymex may decide to combine parts of eNymex with Access, according to sourc=
es close to the matter. It is also exploring the idea of alliances with oth=
er exchanges, and considering developing "e-mini" contracts - smaller energ=
y contracts for Internet-based trade by retail investors.=20
"There's new management in place at the exchange," said Nymex spokeswoman N=
achamah Jacobovits. "They're rethinking all of our business strategies, and=
one very massive strategy was the idea of this major eNymex B2B (business-=
to-business) system launch with a whole new slate of products."=20
Nymex and GlobalView Software Inc., a company that initially worked on buil=
ding the eNymex trading system, have sued each other in a dispute over work=
on the project.=20
Kiodex, an electronic-trading technology firm that has developed the back e=
nd of the eNymex system, took on added development work for the project aft=
er GlobalView departed. The trade engine Kiodex was asked to build is "subs=
tantially complete, but the company can't speak to Nymex's overall electron=
ic-trading strategy," a Kiodex source said.=20
The eNymex platform was conceived as a forum for trading over-the-counter e=
nergy products, but Nymex has already moved ahead with plans for trading so=
me of them on Access, initially an overnight trading system that was expand=
ed in September. It hopes, for example, to launch gas swaps based on delive=
ry at the Henry Hub within the next six weeks on Access, Jacobovits said.=
=20
"We've expedited plans for a Henry Hub natural gas swap contract," Jacobovi=
ts said. "Traders could be looking for OTC clearing on a neutral-based plat=
form, which is a factor in that decision."=20
Before Sept. 14, Access was used only to trade energy futures at night, aft=
er the day's Nymex session had ended. Use was limited to Nymex members with=
dedicated phone systems.=20
The exchange had been planning to expand use of Access, but ended up doing =
so sooner than it had expected. On Sept. 14, it started offering Access tra=
ding over the Internet, a move that will eventually allow Nymex to open up =
trade to more users.=20
The move was intended to help keep futures markets liquid after the Sept. 1=
1 attack on the World Trade Center. Nymex's building, located near where th=
e trade towers stood, was shut down for several days after the attacks. Exp=
anding its already existent Access system to the Internet helped ease poten=
tial liquidity problems that could have arisen from shortened floor trading=
hours after Nymex reopened.=20
Development of the eNymex system began last year under the direction of for=
mer Nymex Chairman Daniel Rappaport. In August, Nymex said it would launch =
the eNymex platform within four to eight months. New Nymex President J. Rob=
ert "Bo" Collins Jr. said then that vendor problems had slowed development =
of the system's front-end technology and caused the delays. But he still ex=
pected eNymex to launch without any meaningful changes to its original prod=
uct line.=20
If Nymex combines parts or all of the platform originally intended as eNyme=
x with Access, the new system may end up being known as eNymex.=20
"eNymex right now is looking for a new mission," said an industry source cl=
ose to Nymex. "You know how politics works. We don't scrap it, we just rena=
me it. Anything we do electronically is now going to be called eNymex. But =
the original deal and concept that Rappaport initiated is done."=20
Nymex's reconsideration comes as the energy-trading world undergoes rapid c=
hange. The two most successful online energy trading platforms -- Enron Cor=
p.'s (ENE) EnronOnline, and IntercontinentalExchange, or ICE -- have seen t=
heir luck turn - in opposite directions.=20
Enron Corp. (ENE), which accounts for about 25% of the trade in U.S. power =
and gas markets, faces questions about its creditworthiness as the Securiti=
es and Exchange Commission investigates complicated financial dealings. Enr=
on's possible merger with Dynegy Inc. (DYN), now appears to be in doubt, an=
d energy trading companies are pulling back their exposure to the company.=
=20
Enron executes about 60% of its power and gas trades on EnronOnline. When E=
nron's troubles surfaced last month, Nymex quickly moved to extend its clea=
ring services to over-the-counter natural gas derivatives, a move the tradi=
ng community saw as an attempt to grab market share.=20
ICE, on the other hand, is moving ahead with plans to capture more energy t=
rade on its electronic format. ICE closed a deal this summer to acquire the=
London-based International Petroleum Exchange - Nymex's chief competitor a=
nd Europe's largest traditional energy exchange. It plans to move all IPE e=
nergy contracts to its Internet-based system and offer clearing services fo=
r some over-the-counter contracts.=20
Nymex is exploring alliances that could give it a better footing in the new=
competitive landscape. One idea under review is a joint venture with the C=
hicago Mercantile Exchange to offer e-mini contracts for Nymex products on =
CME's Globex electronic-trading system, the person close to Nymex said.=20
Nymex officials wouldn't confirm whether they're talking with the CME, but =
they said the relationship between the exchanges is a warm one.=20
"Nymex is always open to strategic alliances," Jacobovits said. "There's no=
thing we've agreed to at this point, but we have open dialogue with a numbe=
r of exchanges concerning strategic alliances. We have a good relationship =
with the Chicago Merc, and we certainly would be open to working with them.=
"=20
Shortly after the Sept. 11 terrorist attacks in New York shut down the Nyme=
x trading floor, the CME said it would be willing to offer Nymex products o=
n its Globex system until Nymex resumed operations, Jacobovits said.=20
-By Stephen Parker, Dow Jones Newswires; 201-938-4426; stephen.parker@dowjo=
nes.com

Copyright ? 2000 Dow Jones & Company, Inc. All Rights Reserved. =09

Enron Woes May Endanger Plans For Mozambique Steel Proj

11/23/2001
Dow Jones International News
(Copyright © 2001, Dow Jones & Company, Inc.)

MAPUTO, Mozambique (AP)--The recent downturn in fortunes for U.S. energy co=
mpany Enron Corp. (ENE) may quash hopes for the construction of a natural g=
as-fueled factory to produce steel slabs for export in Moz