Anne, I have reviewed the P&S Agreement for Triple Lutz. From my perspective, it generally looks fine. I have a few comments, and invite Pat Mackin to add any he may have, in particular based on his review of Section 4.14. In Section 4.7(c)(iv), there is a reference to any contract obligations. I believe this would include employment contracts, which do not appear to be identified specifically on any schedule unless the annual amount exceeds $250K. We may want to clarify that the disclosures are consistent with the provisions of Section 4.13(iii). Section 4.8 provides that we will not enter into any employee benefits not required by law. However, given that closing is pushed out so far in the future, we may want the flexibility to provide incentive bonuses for key personnel to stay with the company through closing. This may be done with the Buyer's consent, but we may be tying our hands. Section 6.2(e) contains a similar restriction on making payments to officers/directors. In addition, Section 4.8 states that we won't enter into or amend any employment contracts. We do not renew employment contracts at a single time, and the contracts of key personnel may expire. Do we want to tie our hands and be prohibited from amending/extending the agreements? Section 6.2(l) also prohibits the modification/amendment of contracts with employees. In Section 4.10, the wording "(other than Environmental Laws)" suggests that we are not in compliance with environmental laws. Rephrasing that sentence to refer to the provision of the Agreement may be preferable. In Section 4.11(d), we promise that we haven't provided any gift of any kind to customers. I don't think we can say that, given that we regularly host client development outings (e.g. Rodeo BBQ tickets, golf tourneys, etc.) and provide Enron goodies to people all the time. Perhaps a limitation on de minimus gifts would be more accurate. Also, a reference to our Code of Ethics may work here. In Section 4.13(a)(iii), does the $250K threshhold include only cash value, or does it include equity grants that vest over time? A reference to "cash" payments would clarify, given that people here are compensated by stock options/restricted stock that vest over time. In Section 4.14(d), I am not sure whether this transaction accelerates vesting -- Pat, do you know?
Answer: Comments to P&S Agreement -- Triple Lutz
I have found the events of the last two months to be among the most unsett= ling in my 15 years of owning stock in public companies. I have sold my 1= ,800 shares of Enron Corp. because I no longer have faith in the board to = be a good watchdog for the best interests of the shareholders. I just don= 't understand how senior managers can manipulate the financial results of = the company for the past five years and only recently be discovered. I ex= pect the board to act as more than a lap-dog for senior management. I am = encouraged you turned down the chance to accept a $60 million payday for t= his merger that salvages what little shareholder value remains in Enron. = I would expect the board to seek repayment of any and all bonuses paid to = senior managers based on these inaccurate financial results, including the= estimated $30 million paid to the CFO, who allegedly is the architect of = this scheme to defraud stockholders. Had I known the company was apparent= ly built on smoke and mirrors, I would have sold my stock long ago and not= be forced to watch my children's college fund be pocketed by executives = who have little regard for the stockholders they were hired to serve. I g= uess the only lesson I can take from this is that no company, no matter ho= w large or prestigious is safe from dishonest management. I do not includ= e you in this group, but I do believe you and the board bear some blame fo= r allowing this happen for the past five years. =20 Wayne Heilman Former Enron Stockholder
Answer: Upset stockholder
Please join me on Thursday, January 11 from 1:00 to 4:00 pm for a special information session for the Operations Management teams supporting Enron Americas, Enron Global Markets and Enron Industrial Markets. We will focus on assessing, managing and mitigating operational risk. Details on the location for the meeting will be sent to you early next week. I look forward to seeing everyone at this meeting on the 11th. The things that we will discuss will be important for each and every one of you as you carry out your roles in 2001. I hope that you will make every effort to attend. Please let me know as soon as possible if you have a conflict that will keep you from attending the meeting.
Answer: January 11 - Managing Operational Risk
Per David's request, I'm attaching a (very old) form from Houston, not often used here anymore. I'm not sending this directly to David (if only to avoid "form shopping"). Let me know if I can be of further assistance. Thanks. Sara
Answer:
Tolling Agreements: For Brazil