[Federal Register Volume 69, Number 29 (Thursday, February 12, 2004)]
[Notices]
[Pages 7039-7046]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-3112]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27800]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

February 6, 2004.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by February 27, 2004, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts or law that 
are disputed. A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After February 27, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Enron Corp., et al. (File No. 70-10199)

    Enron Corporation (``Enron''), a public-utility holding company by 
reason of its ownership of Portland General Electric Company 
(``Portland General''), an Oregon public-utility company, has filed an 
application, on its own behalf and on behalf of its subsidiaries and 
affiliates in the bankruptcy cases under Chapter 11 of the United 
States Code (``Bankruptcy Code'') in the United States Bankruptcy Court 
for the Southern District of New York (``Bankruptcy Court'') (together 
with Enron, ``Debtors''),\1\ for an order: (i) approving the Debtors'' 
Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 
of the Bankruptcy Code, dated January 9, 2004 (``Plan'') under section 
11(f) of the Act; (ii) issuing a report on the Plan under section 11(g) 
of the Act; and (iii) authorizing Debtors under rules 62 and 64 to 
continue the Bankruptcy Court's authorized solicitation of votes of the 
Debtors' creditors for acceptances or rejections of the Plan and to 
make available to creditors a report on the Plan, as prescribed in 
section 11(g) of the Act. The application is sometimes referred to 
below as the ``Plan Application.''
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    \1\ The Debtors, other than Enron, are identified in Exhibit H 
of the application. Portland General is not a Debtor.
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    In a companion filing, Enron, on its own behalf and on behalf of 
its subsidiaries and affiliates (collectively ``Applicants''), listed 
in Exhibit H of the application in File No. 70-10200 (``Omnibus 
Application''),\2\ seeks authorization to conduct business under the 
Act in a manner that furthers the Chapter 11 process. Specifically, the 
Omnibus Application requests authorization for the Enron group 
companies to reorganize their nonutility businesses, enter into 
settlements, asset sales and other transactions involving guarantees, 
indemnifications and the acquisition of securities, pay dividends and 
redeem securities to transfer value among the group companies in 
connection with the rationalization of Enron's complex corporate 
structure, engage in affiliate sales of goods and services and other 
transactions described below, all through July 31, 2005 
(``Authorization Period'').\3\
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    \2\ Applicants in the Omnibus Application include both Debtor 
and non-Debtor subsidiaries of Enron.
    \3\ ``Enron group'' includes all of Enron's subsidiaries, 
whether or not they are Debtors.
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I. Enron and Its Subsidiaries

    From 1985 through mid-2001, Enron grew from a domestic natural gas 
pipeline company into a large global natural gas and power company. 
Headquartered in Houston, Texas, Enron and its subsidiaries provided 
products and services related to natural gas, electricity, and 
communications to wholesale and retail customers. As of December 2001, 
the Enron companies employed approximately 32,000 individuals 
worldwide. The companies were principally engaged in: (i) The marketing 
of natural gas, electricity and other commodities, and related risk 
management and financial services worldwide; (ii) the delivery and 
management of energy commodities and capabilities to end-use retail 
customers in the industrial and commercial business sectors; (iii) the 
generation, transmission, and distribution of electricity to markets in 
the northwestern United States; (iv) the transportation of natural gas 
through pipelines to markets throughout the United States; and (v) the 
development, construction, and operation of power plants, pipelines, 
and other energy-related assets worldwide.
    Enron became a public-utility holding company in 1997, when it 
acquired Portland General. Portland General is engaged in the 
generation, purchase, transmission, distribution, and retail sale of 
electricity in Oregon. It also sells wholesale electric energy to 
utilities, brokers, and power marketers located throughout the western 
United States.
    The Oregon Public Utility Commission (``Oregon Commission'') 
regulates Portland General with regard to its rates, terms of service, 
financings, affiliate transactions and other aspects of its business. 
The Federal Energy Regulatory Commission (``FERC'') regulates the 
utility with respect to its activities in the interstate wholesale 
power markets.

[[Page 7040]]

    As of and for the nine months ended September 30, 2003, Portland 
General and its subsidiaries on a consolidated basis had operating 
revenues of $1,375 million, net income of $30 million, retained 
earnings of $517 million and assets of $3,185 million.
    Portland General is not a Debtor in the Chapter 11 cases. The 
application states that the utility is extensively insulated from Enron 
as a result of conditions imposed under Oregon law at the time of the 
acquisition by Enron in 1997. In addition, in an effort to preserve 
Portland General's investment grade credit rating, a bankruptcy-remote 
structure was created. This structure requires the affirmative vote of 
an independent shareholder, who holds a share of limited voting junior 
preferred stock of Portland General, before the company can be placed 
into bankruptcy unilaterally by Enron, except in certain carefully 
prescribed circumstances in which the reason for the bankruptcy is to 
implement a transaction pursuant to which all of Portland General's 
debt will be paid or assumed without impairment.

II. The Bankruptcy Cases

    In the last quarter of 2001, the Enron group companies lost access 
to the capital markets, both debt and equity, and had insufficient 
liquidity and financial resources to satisfy their current financial 
obligations. On December 2, 2001, Enron and certain of its subsidiaries 
each filed a voluntary petition for relief under Chapter 11 of the 
Bankruptcy Code. As of February 3, 2004, one hundred eighty (180) 
Enron-related entities have filed voluntary petitions.\4\ Pursuant to 
sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to 
operate their businesses and manage their properties as debtors in 
possession.
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    \4\ On November 29, 2001, and on various subsequent dates, 
certain foreign affiliates of Enron in England went into 
administration. Shortly thereafter, various other foreign affiliates 
also commenced (either voluntarily or involuntarily) insolvency 
proceedings in Australia, Singapore and Japan. Additional filings 
have continued worldwide and insolvency proceedings for foreign 
affiliates are continuing for various companies registered in 
Argentina, Bahamas, Bermuda, Canada, the Cayman Islands, France, 
Germany, Hong Kong, India, Italy, Mauritius, the Netherlands, Peru, 
Spain, Sweden and Switzerland.
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    Portland General has not filed a voluntary petition under the 
Bankruptcy Code and is not in bankruptcy. Likewise, many other Enron 
companies have not filed bankruptcy petitions and continue to operate 
their businesses.
    The Debtors have been engaged, since the commencement of the 
Chapter 11 cases, in the rehabilitation and disposition of their assets 
to satisfy the claims of creditors. The Debtors have been 
consolidating, selling businesses and assets, dissolving entities and 
simplifying their complex corporate structure. They are holding cash 
from prior sales pending distribution under the Plan and are 
positioning other assets for sale or other disposition.\5\ In this 
process, hundreds of corporations have or will be liquidated.\6\ The 
Debtors also have been involved in the settlement of numerous contracts 
related to wholesale and retail trading of various commodities.\7\ In 
some cases, cash resulting from these settlements also is being held 
pending distribution pursuant to the Plan. Eventually, substantially 
all of the Debtors, including Enron, will be liquidated.
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    \5\ The Debtors and other Enron group companies have completed a 
number of significant asset sales during the pendency of the Chapter 
11 cases, resulting in gross consideration to the Debtors' 
bankruptcy estates, non-Debtor associate companies and certain other 
related companies that aggregates approximately $3.6 billion. In 
many instances, proceeds from these sales are segregated, or are in 
escrow accounts. The distribution of the proceeds will require 
either the consent of the Creditors' Committee or an order of the 
Bankruptcy Court.
    \6\ On the initial petition date, the Enron group totaled 
approximately 2,400 legal entities. Approximately 600 have been 
sold, merged or dissolved and approximately 1,800 remain. It is 
anticipated that, by the end of 2004, the number of legal entities 
will be reduced to that necessary for Enron's operating businesses 
and the liquidation of assets.
    \7\ At the commencement of the Chapter 11 cases, both Debtor and 
non-Debtor companies had a significant number of non-terminated and 
terminated positions arising out of physical and financial contracts 
relating to numerous commodities. The companies have evaluated these 
contracts and undertaken efforts to perform, sell or settle these 
positions. The settlement of the contracts is approved under pre-
established protocols that the Bankruptcy Court has approved.
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III. Status of Enron Under the Act

    As noted above, Enron became a public-utility holding company when 
it acquired Portland General in 1997. Enron originally claimed 
exemption from registration under section 3(a)(1) of the Act by filings 
pursuant to rule 2. Enron subsequently filed two applications for 
exemption, one requesting an order under section 3(a)(1) of the Act and 
the other seeking an exemption by order under section 3(a)(3) or 
section 3(a)(5) of the Act. By order dated December 29, 2003, the 
Commission denied the requests for exemption.\8\ Enron subsequently 
filed an application for exemption under section 3(a)(4) of the Act on 
behalf of itself and two other entities.\9\ This application, as it 
related to Enron but not the other two applicants, was set for hearing 
by order of the Commission dated January 14, 2004.\10\
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    \8\ Holding Co. Act Release No. 27782.
    \9\ File No. 70-10190.
    \10\ Holding Co. Act Release No. 27793.
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    Enron and the Commission's Division of Investment Management have 
held discussions regarding the registration of Enron as a public-
utility holding company under section 5 of the Act, the Plan for Enron 
and the other Debtors, the solicitation of votes accepting or rejecting 
the Plan, and various transactions in furtherance of the Chapter 11 
cases that may require Commission authorization under the Act, if Enron 
were a registrant under the Act. In addition, Enron has proposed a 
comprehensive settlement of the exemption application in File No. 70-
11373.
    The application in this file and the companion application in File 
No. 70-10200 result from these discussions. The Omnibus Application 
supplements the Plan Application. It is intended that the Commission's 
authorization of both applications would give the Enron group companies 
sufficient authorization under the Act to solicit creditor votes for 
the Plan, obtain the confirmation of the Plan before the Bankruptcy 
Court, implement the Plan, and conduct business within the parameters 
specified in the Omnibus Application, pending the confirmation and full 
implementation of the Plan. The Plan Application and the Omnibus 
Application are predicated on Enron's registration under the Act 
immediately after the Commission grants the requested authorizations.
    If, as proposed under the Plan and discussed further below, Enron 
sells the common stock of Portland General to an unaffiliated purchaser 
or distributes the stock to the Debtors' creditors or to a trust, Enron 
would deregister as a holding company upon the completion of the 
transaction, Enron will file a separate application with the Commission 
to seek authorization under section 12(d) of the Act for the sale of 
Portland General to a third party or the distribution of the common 
stock of Portland General to creditors or to a trust.\11\
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    \11\ The requested order in this filing would not authorize 
those transactions.
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IV. The Plan \12\

A. Introduction

    On July 11, 2003, the Debtors filed a joint Chapter 11 plan and a 
related

[[Page 7041]]

Disclosure Statement, both of which were subsequently amended several 
times. A hearing to consider the adequacy of the information in the 
Disclosure Statement was held commencing on January 6, 2004. On January 
9, 2004, the Bankruptcy Court issued two orders approving the 
Disclosure Statement, establishing voting procedures, and ordering the 
solicitation of votes approving or rejecting the Plan.\13\ The 
Bankruptcy Court established April 20, 2004 as the date for 
commencement of the Confirmation Hearing and March 24, 2004 as the last 
date for filing objections to confirmation of the Plan. To confirm the 
Plan, the Bankruptcy Court must find that (i) the Plan is feasible, 
(ii) it is proposed in good faith, and (iii) the Plan and the proponent 
of the Plan are in compliance with the Bankruptcy Code.
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    \12\ Unless defined in the text of the Plan Application, all 
capitalized terms used hereinafter follow the definitions specified 
in the Plan. The Plan and Disclosure Statement are attached as 
Exhibits I-1 and I-2 to the Plan Application. The Plan, Disclosure 
Statement and other documents related to the Chapter 11 cases are 
also available at http://www.enron.com.
    \13\ Order on motion of Enron Corp. approving the Disclosure 
Statement, setting record date for voting purposes, approving 
solicitation packages and distribution procedures, approving forms 
of ballots and vote tabulation procedures, and scheduling a hearing 
and establishing notice and objection procedures in respect of 
confirmation of the plan, Docket No. 15303, In re Enron Corp., et 
al., Chapter 11 Case No. 01-16034 (AJG), Jan. 9, 2004 (U.S. 
Bankruptcy Court, S.D.N.Y.). Order, pursuant to sections 105(a), 
502, 1125 and 1126 of the Bankruptcy Code and rules 3003, 3017 and 
3018 of the Federal Rules of Bankruptcy Procedure establishing 
voting procedures in connection with the plan process and temporary 
allowance of claims procedures related thereto, Docket No. 15296, In 
re Enron Corp., et al., Chapter 11 Case No. 01-16034 (AJG), Jan. 9, 
2004 (U.S. Bankruptcy Court, S.D.N.Y.) (collectively, the 
``Disclosure Statement Orders''). Representatives of the Commission 
were present at the hearing to consider approval of the Disclosure 
Statement. The orders are attached to the Plan Application as 
Exhibits J-1 and J-2.
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    In accordance with the Disclosure Statement Orders, the Debtors 
have placed solicitation materials online at www.enron.com, prepared 
documents and diskettes for distribution and begun distribution of the 
materials to creditors and equity interest holders. The Debtors note 
that the order and report of the Commission requested in the Plan 
Application could be included in the Plan Supplement that is scheduled 
to be filed with the Bankruptcy Court and placed online at 
www.enron.com no later than March 9, 2004 or such date as the 
Bankruptcy Court may authorize. Creditors would then have the 
opportunity to consider the order and report prior to the expiration of 
the period to vote on the Plan.

B. Proposed Global Resolution of Chapter 11 Cases

    The Debtors state that the Plan represents a compromise and 
settlement of significant issues. They state that they have worked with 
the Official Committee of Unsecured Creditors appointed in the Debtors' 
Chapter 11 cases (``Creditors' Committee''), the Bankruptcy Court-
appointed examiner to review transactions related to Enron North 
America Corp. (``ENA'') and to represent the creditors of ENA (``ENA 
Examiner''),\14\ and individual creditor groups to formulate a Chapter 
11 plan.
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    \14\ The Debtors state that ENA is the single largest creditor 
of Enron and its intercompany claim against Enron is its single 
largest asset. The ENA Examiner was appointed, among other things, 
to serve as a plan facilitator for ENA and its subsidiaries. The ENA 
Examiner has performed this function by engaging in dialogue with 
the Debtors, representatives of the Creditors' Committee, and 
certain parties in interest that assert claims against ENA and its 
subsidiaries, and by filing reports concerning various issues 
related to the Plan.
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    The Debtors explain that, because of the diverse creditor body and 
the myriad of complex issues posed, the Debtors, the ENA Examiner and 
the Creditors' Committee spent more than one year engaged in analysis 
and negotiations concerning the terms of what eventually became the 
Plan and related matters. These discussions focused on a variety of 
issues, including: (i) Maximizing value to creditors, (ii) resolving 
issues regarding substantive consolidation and other inter-estate and 
inter-creditor disputes, and (iii) facilitating an orderly and 
efficient distribution of value to creditors. The Debtors state that 
the Plan represents the culmination of these efforts and reflects 
agreements and compromises reached among the Debtors, the ENA Examiner 
and the Creditors' Committee concerning these issues. The Debtors note 
that the Creditors' Committee and the ENA Examiner fully support the 
Plan. The members of the Creditors' Committee have unanimously 
recommended that creditors vote to accept it, and the ENA Examiner has 
included a letter in the solicitation materials endorsing the Plan and 
urging parties to support confirmation.
    The Plan incorporates various inter-Debtor, Debtor-Creditor and 
inter-Creditor settlements and compromises designed to achieve a global 
resolution of the Chapter 11 cases. Thus, the Plan is premised upon a 
settlement, rather than litigation, of these disputes.\15\ The 
settlements and compromises embodied in the Plan represent, in effect, 
a linked series of concessions by Creditors of every individual Debtor 
in favor of each other. The agreements are interdependent.
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    \15\ The Plan does provide, however, for a litigation trust or 
similar vehicle to pursue avoidance and other types of claims 
against numerous financial institutions and other entities that are 
creditors of the estates.
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    Several components of the global compromise include: (i) Settlement 
of the issue of substantive consolidation of the Debtors' estates, (ii) 
the use of a common currency (referred to as Plan Currency) to make 
distributions under the Plan, (iii) the treatment of Intercompany 
Claims and resolution of other inter-estate issues, (iv) the resolution 
of certain asset ownership disputes between Enron and ENA, (v) the 
resolution of interstate issues regarding rights to certain claims and 
causes of action, (vi) the treatment of Allowed Guaranty Claims, and 
(vii) a reduction in the administrative costs post-confirmation. Each 
of these components is discussed in detail in the Plan and Disclosure 
Statement.

C. Property To Be Distributed

    The Plan is premised upon the distribution of all of the value of 
the Debtors' assets in accordance with the priority scheme contained in 
the Bankruptcy Code. Distribution would involve Creditor Cash, Plan 
Securities and, to the extent that such trusts are created, interests 
in the Remaining Asset Trusts, Operating Trusts, Litigation Trust and 
the Special Litigation Trust. It is anticipated that Creditor Cash will 
constitute approximately two-thirds of the Plan Currency. In the event 
that the Portland General sale transaction is consummated, the 
percentage would increase. Excluding the potential value of interests 
in the Litigation Trust and Special Litigation Trust, the Debtors 
estimate that the value of total recoveries will be approximately $12 
billion.
    The Debtors state that, since the Initial Petition Date, they have 
conducted sales efforts for substantially all of the Enron companies' 
core domestic and international assets. In those instances where an 
immediate sale maximized the value of the interest, the assets either 
were sold or are the subject of pending sales. Following consultation 
with the Creditors' Committee, in those instances where the long-term 
prospects were anticipated ultimately to produce greater value, assets 
were retained. These retained assets will either (i) be located in one 
of the Operating Entities, i.e., Portland General, Prisma Energy 
International Inc. (``Prisma'') and CrossCountry Energy Corp. 
(``CrossCountry''), as discussed further below, with the stock or other 
equity of the Operating Entities to be distributed to Creditors 
pursuant to the Plan, or (ii) be sold at a later date.
    As discussed in greater detail in the Plan Application and the 
Plan, when and to the extent that an interest in any

[[Page 7042]]

of these businesses or related businesses is sold, the resulting net 
sale proceeds held by a Debtor will be distributed to Creditors in the 
form of Creditor Cash. To the extent that Portland General, Prisma and 
CrossCountry have not been sold as of the Initial Distribution Date, 
then the value in these Operating Entities will be distributed to 
Creditors in the form of Plan Securities free and clear of all liens, 
claims, interests and encumbrances.
    The Plan does not provide for Enron to survive in the long term as 
an ongoing entity with any material operating businesses. Enron's role 
as a Reorganized Debtor will be to hold and sell assets and to manage 
the litigation of the estates pending the final conclusion of the 
Chapter 11 cases. Although it is expected that several years may be 
required to conclude the extensive litigation in which the Debtors' 
estates are involved, the Operating Entities, including Portland 
General, are expected to be divested relatively soon after confirmation 
of the Plan.

D. Key Elements of the Plan

1. Sale or Distribution of Portland General
    Enron recently announced an agreement to sell the common stock of 
Portland General to Oregon Electric Utility Company, LLC (``Oregon 
Electric''), a newly formed entity financially backed by investment 
funds managed by the Texas Pacific Group, a private equity investment 
firm.\16\ The transaction is valued at approximately $2.35 billion, 
including the assumption of debt. The sale is subject to the receipt of 
Bankruptcy Court, Commission and Oregon Commission and certain other 
regulatory authorizations. Closing is currently anticipated to occur in 
the second half of 2004. The transaction is described in detail in 
Exhibits B-1 and B-2 of the Plan Application.
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    \16\ Enron Corp. Press Release dated November 18, 2003. The 
Purchase and Sale Agreement is attached to the Plan Application as 
Exhibit B-2.
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    On December 5, 2003, the Bankruptcy Court issued a bidding 
procedures order specifying January 28, 2004 as the last date on which 
competing prospective buyers could submit bids to acquire Portland 
General.\17\ Under the Purchase and Sale Agreement, Enron is permitted 
to accept a bid that represents a ``higher or better'' offer for 
Portland General. No qualifying bid was received prior to the January 
28, 2004 deadline.
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    \17\ Docket No. 14665, In re Enron Corp., et al., Chapter 11 
Case No. 01-16034 (AJG), Dec. 5, 2003 (U.S. Bankruptcy Court, 
S.D.N.Y.).
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    If Portland General has not been sold, is no longer the subject of 
the Purchase and Sale Agreement described above and is not the subject 
of another purchase agreement, then, Enron will cause Portland General 
to distribute its shares to creditors and equity holders pursuant to 
the Plan. In preparation for the distribution of Portland General under 
the Plan, Enron may transfer its ownership interest in Portland 
General, upon receipt of all appropriate regulatory approvals, 
including that of the Commission, to PGE Trust, a to-be-formed entity. 
If formed, PGE Trust would hold Enron's interest in Portland General as 
a liquidating vehicle, for the purpose of distributing, directly or 
indirectly, the shares of Portland General (or the proceeds of a sale 
of Portland General) to the Debtor's creditors and equity holders as 
required by the Plan.\18\ It is possible that PGE Trust also would hold 
Enron's interest in Portland General for the purposes of consummating 
the sale of the utility to Oregon Electric.\19\
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    \18\ PGE Trust is an applicant in File No. 70-11373 for an 
exemption from registration under section 3(a)(4) of the Act.
    \19\ See Article XXIV of the Plan.
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    Specifically, the Plan provides that the Debtors and the Creditors' 
Committee would jointly determine whether the Portland General common 
stock should be distributed to creditors directly by Enron or through 
an Entity \20\ (the PGE Trust) \21\ to be created on or subsequent to 
the Confirmation Date to hold the common stock.\22\ If formed, the PGE 
Trust, will be managed under an agreement, the PGE Trust Agreement, 
which must be satisfactory to the Creditors' Committee in form and 
substance.
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    \20\ Section 1.130 of the Plan provides that an ``Entity'' 
refers to a person, corporation, general partnership, limited 
partnership, limited liability company, limited liability 
partnership, association, joint stock company, joint venture, 
estate, trust, unincorporated organization, governmental unit, or 
any subdivision thereof, including, without limitation, the Office 
of the United States Trustee or any other entity.
    \21\ Plan Section 1.187.
    \22\ Enron expects that the PGE Trust would be formed if, upon 
the Effective Date, sufficient General Unsecured Claims have not 
been allowed such that at least 30% of the Portland General common 
stock may be distributed.
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    The PGE Trust Agreement will provide for the management of the PGE 
Trust by the PGE Trustee, who will manage, administer, operate and 
liquidate the assets in the PGE Trust and distribute the proceeds or 
the Portland General common stock.\23\ As currently contemplated, the 
PGE Trustee would be Stephen Forbes Cooper, LLC (an entity headed by 
Stephen Forbes Cooper and more fully described below), or such other 
Entity appointed by the PGE Trust Board and approved by the Bankruptcy 
Court to administer the PGE Trust in accordance with the provisions of 
the PGE Trust Agreement and Article XXIV of the Plan.\24\ The PGE Trust 
Board would be selected by the Debtors, after consultation with the 
Creditors' Committee, and appointed by the Bankruptcy Court, or any 
replacements thereafter selected in accordance with the PGE Trust 
Agreement. If the PGE Trust is not formed, SFC, as Administrator, would 
oversee the management, administration and operation of Portland 
General (and the Debtors' other assets) until it is sold or its common 
stock is distributed to creditors under the Plan.
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    \23\ Portland General currently has 42,758,877 shares of common 
stock, par value of $3.75 per share, all of which are held by Enron. 
Upon satisfaction of the conditions for the distribution of Portland 
General to the creditors under the Plan, the existing Portland 
General common stock held by Enron will be cancelled and new 
Portland General common stock will be issued. The shares of Portland 
General to be issued under the Plan will have no par value, of which 
80,000,000 shares shall be authorized and of which 62,500,000 shares 
shall be issued under the Plan. The preferred stock of Portland 
General will remain outstanding.
    \24\ Article XXIV of the Plan describes the establishment, 
purpose and operating parameters of the Operating Trusts, which 
include the PGE Trust, the Prisma Trust and the CrossCountry Trust.
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    The Plan describes the purpose of the PGE Trust and the trusts that 
may be established in connection with the distribution of Prisma and 
CrossCountry (collectively, the ``Operating Trusts'') and the proposed 
management of the trusts.\25\ For all federal income tax purposes, all 
parties (including the Debtors, the Operating Trustee and the 
beneficiaries of the Operating Trusts) must treat the transfer of 
assets to the respective Operating Trusts as a transfer to the holders 
of certain allowed claims, followed by a transfer by these holders to 
the respective Operating Trusts. The beneficiaries of the Operating 
Trusts are treated as the grantors of the trusts.\26\
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    \25\ The Operating Trusts would be established on behalf of the 
Debtors and the holders of allowed claims in certain specified 
classes. The Operating Trusts would be formed by the execution of 
the respective Operating Trust Agreements as soon as is practical 
after the receipt of all appropriate or required governmental, 
agency or other consents authorizing the transfer of the respective 
assets to the Operating Trusts. See Plan Section 24.1. With respect 
to the PGE Trust, the authorization of the Oregon Commission and the 
FERC may be required prior to the contribution of the common stock 
of Portland General into the PGE Trust and the distribution of the 
stock to the creditors.
    \26\ Consistent with this view, under the Operating Trust 
Agreements, the Debtors on the Effective Date will have no 
obligation to provide any funding with respect to any of the 
Operating Trusts.
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    The rights of the Operating Trustees to invest assets transferred 
to the Operating Trusts, the proceeds of the

[[Page 7043]]

investments, or any income earned by the respective Operating Trusts, 
will be limited to the right and power to invest the assets (pending 
periodic distributions) in cash equivalents. The Operating Trustees 
must distribute at least annually to the holders of the respective 
Operating Trust Interests all net cash income plus all net cash 
proceeds from the liquidation of assets, but the Operating Trustees may 
retain amounts necessary to satisfy liabilities and to maintain the 
value of the assets of the Operating Trusts during liquidation and to 
pay reasonable administrative expenses. The Operating Trusts must 
terminate no later than the third anniversary of the Confirmation Date, 
provided, however, that the Bankruptcy Court may extend the term of the 
Operating Trusts for additional periods not to exceed three years in 
the aggregate if it is necessary to liquidate the assets of the 
Operating Trusts.\27\
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    \27\ The United States Internal Revenue Service has stated that 
an organization created under Chapter 11 of the Bankruptcy Code to 
be a liquidating trust will be characterized as such if it meets 
certain requirements. In particular, the IRS requires the trustee of 
a liquidating trust to commit to make continuing efforts to dispose 
of the trust assets, make timely distributions, and not unduly 
prolong the duration of the trust. The Debtors state that these 
requirements are all incorporated into the Plan. See generally, Plan 
Article XXIV. See also, Rev. Proc. 94-45, 1994-2 CB 684, amplifying 
and modifying Rev. Proc. 82-58, 1982-2 CB 847, and Rev. Proc. 91-15, 
1991-1 CB 484.
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2. Formation of Prisma and CrossCountry and Disposition of Debtors' 
Other Assets, Generally
    In addition to the divestiture of Portland General, other key 
aspects of the Plan include the formation of two nonutility holding 
companies, Prisma and CrossCountry.\28\ Prisma is a Cayman Islands 
entity formed initially as a holding company pending the transfer of 
certain international energy infrastructure businesses that are 
indirectly owned by Enron and certain of its affiliates. CrossCountry 
is a Delaware corporation that would hold Enron's pipeline businesses, 
which provide natural gas transportation services through an extensive 
North American pipeline infrastructure.
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    \28\ Of the approximately 1,800 entities in the Enron group 
currently, approximately 82 entities would become part of Prisma and 
15 would be contributed to CrossCountry. The remaining entities 
would be sold or liquidated in accordance with the Plan.
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    As part of the Plan, creditors would receive shares of Prisma and 
CrossCountry, interests in a trust or other entity formed to distribute 
these assets, or cash proceeds of the sale of Prisma or CrossCountry. 
The Plan also makes provision for the distribution of other assets of 
the Debtors' estate, including in excess of $6 billion in cash, the 
proceeds of the liquidation or divestiture of businesses that do not 
fit into Prisma and CrossCountry, and the value of certain claims that 
Enron is pursuing against various professional service firms and 
financial institutions, such as commercial and investment banks. 
Additional detail with respect to Prisma and CrossCountry is provided 
below.
a. Prisma
    Prisma was organized on June 24, 2003 for the purpose of acquiring 
the Prisma Assets, which include equity interests in the identified 
businesses, intercompany loans to the businesses held by affiliates of 
Enron, and contractual rights held by affiliates of Enron. Enron and 
its affiliates will contribute the Prisma Assets to Prisma in exchange 
for shares of Prisma Common Stock commensurate with the value of the 
Prisma Assets contributed.
    It is expected that the contribution of the Prisma Assets will be 
effected pursuant to the Prisma Contribution and Separation Agreement 
to be entered into among Prisma and Enron and several of its 
affiliates. The Debtors anticipate that the Prisma Contribution and 
Separation Agreement, which is currently being negotiated, will be 
submitted for Bankruptcy Court approval either as part of the Plan 
Supplement or by a separate motion.
    Prisma and Enron and its affiliates also expect to enter into 
certain ancillary agreements, which may include a new Transition 
Services Agreement, a tax allocation agreement (``Prisma Tax Allocation 
Agreement'') and a Cross License Agreement. The employees of Enron and 
its affiliates who have been supervising and managing the Prisma Assets 
since December 2001 became employees of a subsidiary of Prisma 
effective on or about July 31, 2003. In connection with the transfer of 
employees, as approved by the Bankruptcy Court, Enron and its 
affiliates entered into four separate Transition Services Agreements, 
pursuant to which these employees will continue to supervise and manage 
the Prisma Assets and other international assets and interests owned or 
operated by Enron and its affiliates. The ancillary agreements, 
together with the Prisma Contribution and Separation Agreement, will 
govern the relationship between Prisma and Enron and its affiliates 
after the contribution of the Prisma Assets; provide for the 
performance of certain interim services; and define other rights and 
obligations until the distribution of shares of capital stock of Prisma 
pursuant to the Plan or the sale of the stock to a third party. In 
addition, the Prisma Contribution and Separation Agreement or the 
ancillary agreements are expected to set forth certain shareholder 
protection provisions with respect to Prisma and may contain 
indemnification obligations of the Prisma Enron Parties.
    To date, no operating businesses or assets have been transferred to 
Prisma. Subject to obtaining requisite consents, however, the Debtors 
intend to transfer the businesses described above, either in connection 
with the Plan or at such earlier date as may be determined by Enron and 
approved by the Bankruptcy Court.\29\ Prisma will be engaged in the 
generation and distribution of electricity, the transportation and 
distribution of natural gas and liquefied petroleum gas, and the 
processing of natural gas liquids.\30\ Applicants intend that Prisma 
will be a foreign utility company (``FUCO'') under section 33 under the 
Act prior to the transfer of the businesses described above to Prisma. 
The transfer of such businesses to Prisma in exchange for interests in 
Prisma would generally be exempt under section 33(c)(1) of the Act.
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    \29\ In addition to Bankruptcy Court approval, the transfer of 
the businesses will require the consent of other parties, including, 
but not limited to, governmental authorities in various 
jurisdictions. If any of these consents are not obtained, then at 
the discretion of Enron, with the consent of the Creditors' 
Committee, as contemplated in the Plan, one or more of these 
businesses may not be transferred to Prisma, but remain instead, 
directly or indirectly, with Enron.
    \30\ If all businesses are transferred to Prisma as 
contemplated, the company will own interests in businesses with 
assets that include over 9,600 miles of natural gas transmission and 
distribution pipelines, over 56,000 miles of electric transmission 
and distribution lines and over 2,100 megawatts of electric 
generating capacity. The businesses will serve 6.5 million liquefied 
petroleum gas, gas and electricity customers in 14 countries.
---------------------------------------------------------------------------

b. CrossCountry
    CrossCountry was incorporated in Delaware on May 22, 2003. On June 
24, 2003, CrossCountry and the CrossCountry Enron Parties entered into 
the original CrossCountry Contribution and Separation Agreement 
providing for the contribution of Enron's direct and indirect interests 
in its interstate pipelines and other related assets to CrossCountry. 
On September 25, 2003, the Bankruptcy Court issued an order approving 
the transfer of the pipeline interests and the related assets from the 
CrossCountry Enron Parties to CrossCountry and other related 
transactions, pursuant to the original CrossCountry Contribution and 
Separation Agreement. That order contemplates that the parties may make 
certain modifications to the original

[[Page 7044]]

Contribution and Separation Agreement. The parties are negotiating an 
Amended and Restated Contribution and Separation Agreement that 
incorporates certain changes to the original Contribution and 
Separation Agreement.\31\ Pursuant to the Amended and Restated 
Contribution and Separation Agreement, Enron and certain of its 
affiliates would contribute their ownership interests in certain gas 
transmission pipeline businesses and certain nonutility service 
companies to CrossCountry LLC in exchange for equity interests in 
CrossCountry LLC. The closing of the transactions contemplated by the 
Amended and Restated Contribution and Separation Agreement is expected 
to occur as soon as possible. It is anticipated that, following 
confirmation of the Plan and prior to the CrossCountry Distribution 
Date, the equity interests in CrossCountry LLC will be exchanged for 
equity interests in CrossCountry Distributing Company in the 
CrossCountry Transaction. As a result of the CrossCountry Transaction, 
CrossCountry Distributing Company will obtain direct or indirect 
ownership in the Pipeline Businesses and certain services companies 
described below. CrossCountry LLC's principal assets will, upon closing 
of the formation transactions, consist of the following:
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    \31\ Among other things, CrossCountry Energy LLC (``CrossCountry 
LLC'') replaces CrossCountry as the holding company that owns the 
pipeline interests. Docket No. 13381, In re Enron Corp., et al., 
Chapter 11 Case No. 01-16034 (AJG), Oct. 8, 2003 (U.S. Bankruptcy 
Court, S.D.N.Y.); Docket No. 14560, In re Enron Corp., et al., 
Chapter 11 Case No. 01-16034 (AJG), Dec. 1, 2003 (U.S. Bankruptcy 
Court, S.D.N.Y.).
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     A 100% indirect ownership interest in 
Transwestern Holdings Company, Inc. (``Transwestern''), which, through 
its subsidiary Transwestern Pipeline Company, owns an approximately 
2,600-mile interstate natural gas pipeline system that transports 
natural gas from western Texas, Oklahoma, eastern New Mexico, the San 
Juan basin in northwestern New Mexico and southern Colorado to 
California, Arizona, and Texas markets. Transwestern's net income for 
the year ended December 31, 2002 was $20.7 million.
     A 50% ownership interest in Citrus Corp. 
(``Citrus''), a holding company that owns, among other businesses, 
Florida Gas Transmission Company (``FGT''), a company with an 
approximately 5,000-mile natural gas pipeline system that extends from 
South Texas to South Florida. An affiliate of CrossCountry operates 
Citrus and certain of its subsidiaries. Citrus's net income for the 
year ended December 31, 2002 was $96.6 million, 50% of which, or $48.3 
million, comprised Enron's equity earnings. CrossCountry LLC is 
expected to hold its interest in Citrus through its wholly owned 
subsidiary, CrossCountry Citrus Corp.
     A 100% interest in Northern Plains Natural Gas 
Company (``Northern Plains''), which directly or through its 
subsidiaries holds 1.65% out of an aggregate 2% general partner 
interest and a 1.06% limited partner interest in Northern Border 
Partners, L.P. (``Northern Border'') a publicly traded limited 
partnership that is a leading transporter of natural gas imported from 
Canada to the Midwestern United States. Pursuant to operating 
agreements, Northern Plains operates Northern Border's interstate 
pipeline systems, including Northern Border Pipeline, Midwestern, and 
Viking. Northern Border also has (i) extensive gas gathering operations 
in the Powder River Basin in Wyoming, (ii) natural gas gathering, 
processing and fractionation operations in the Williston Basin in 
Montana and North Dakota, and the western Canadian sedimentary basin in 
Alberta, Canada, and (iii) ownership of the only coal slurry pipeline 
in operation in the United States. Northern Border's net income for the 
year ended December 31, 2002 was $113.7 million, of which $9.1 million 
comprised Enron's equity earnings.
    The Debtors state that these companies have a history of expanding 
their pipeline systems to meet growth in market demand and to increase 
customers' access to additional natural gas supplies. These expansions 
not only provide the individual interstate pipeline businesses with 
additional net income and cash flow, but also are important factors in 
maintaining and enhancing their market positions. Historically, the 
interstate pipeline businesses have undertaken expansions when they are 
backed by long-term firm contract commitments. In addition, the 
pipelines have historically made acquisitions to meet market growth and 
gain access to gas supplies.
    The Debtors expect that the contribution of the interests in the 
gas pipeline businesses to CrossCountry LLC under the Contribution and 
Separation Agreement, in exchange for equity interests in CrossCountry 
LLC, would be exempt capital contributions under rule 45(b)(4) under 
the Act.
3. Other Assets and Claims
    Pursuant to the Plan, any Remaining Assets not converted to Cash as 
of the Effective Date will continue to be liquidated for distribution 
to holders of Allowed Claims in the form of Creditor Cash. In the event 
that the Debtors and the Creditors' Committee jointly determine to 
create the Remaining Asset Trusts on or prior to the date on which the 
Litigation Trust is created, interests in the Remaining Asset Trusts 
will be deemed to be allocated to holders of Allowed Claims at the then 
estimated value of Remaining Assets. The allocation of Remaining Asset 
Trust Interests will form part of the Plan Currency in lieu of Creditor 
Cash, and Creditors holding Allowed Claims will receive distributions 
on account of such interests in Cash, as and when Remaining Assets are 
realized upon.
    The Plan provides for holders of Allowed Unsecured Claims against 
Enron (which includes Allowed Guaranty Claims and Allowed Intercompany 
Claims) to share the proceeds, if any, from numerous potential causes 
of action. To the extent that the Litigation Trust and Special 
Litigation Trust are implemented, these causes of action shall be 
deemed transferred to Creditors, on account of their Allowed Claims, 
and then be deemed to have contributed such causes of actions to either 
the Litigation Trust or the Special Litigation Trust, in exchange for 
beneficial interests in such trusts. The Debtors shall include, in the 
Plan Supplement, a listing of the claims and causes of action, 
comprising Litigation Trust Claims and Special Litigation Trust Claims, 
and which may be transferred to and prosecuted by the Litigation Trust 
and the Special Litigation Trust.
    Upon the Effective Date, holders of Allowed Enron Preferred Equity 
Interests and Allowed Enron Common Equity Interests will receive, in 
exchange for such interests, Preferred Equity Trust Interests and 
Common Equity Trust Interests, respectively. The Preferred Equity Trust 
and Common Equity Trust will hold the Exchanged Enron Preferred Stock 
and Exchanged Enron Common Stock, respectively. Holders of the 
Preferred Equity Trust Interests and Common Equity Trust Interests will 
have the contingent right to receive cash distributions in the very 
unlikely event that the value of the Debtors' assets exceeds the 
Allowed Claims, but in no event will the Exchanged Enron Preferred 
Stock and Exchanged Enron Common Stock be distributed to those holders. 
The Preferred Equity Trust Interests and Common Equity Trust Interests 
will be uncertificated and non-transferable, except through the laws of 
descent or distribution.

[[Page 7045]]

4. Treatment of Claims
    The Plan generally classifies the creditors of, and other investors 
in, the Debtors into several classes. The treatment of each class of 
creditors is described in detail in the Plan and in the Disclosure 
Statement. The list below illustrates the descending order of priority 
of the distributions to be made under the Plan. In accordance with the 
Bankruptcy Code, distributions are made based on this order of priority 
such that, absent consent, holders of Allowed Claims or Equity 
Interests in a given Class must be paid in full before a distribution 
is made to a more junior Class. Notably, the Debtors continue to 
believe that existing Enron common stock and preferred stock has no 
value. However, the Plan provides Enron stockholders with a contingent 
right to receive a recovery in the event that the total amount of 
Enron's assets, including recoveries in association with litigation and 
the subordination, waiver or disallowance of Claims in connection with 
the litigation, exceeds the total amount of Allowed Claims against 
Enron. No distributions will be made to holders of equity interests, 
unless and until all unsecured claims are fully satisfied.

 Secured Claims
 Priority Claims
 Unsecured and Convenience Claims
 Section 510 Senior Note Claims and Enron 
Subordinated Debenture Claims
 Penalty Claims and other Subordinated Claims
 Section 510 Enron Preferred Equity Interest Claims
     Enron Preferred Equity Interests
     Section 510 Enron Common Equity Interests and 
Enron Common Equity Interests
    In addition to the distributions on pre-petition Claims described 
above, the Plan provides for payment of Allowed Administrative Expense 
Claims in full. The Plan further provides that Administrative Expense 
Claims may be fixed either before or after the Effective Date.
5. Effectiveness of the Plan
    Following confirmation of the Plan by the Bankruptcy Court, the 
Plan will become effective upon the satisfaction of certain conditions. 
Section 1.94 of the Plan specifies that the Effective Date will occur 
on the first business day after the Plan is confirmed after which the 
conditions to the effectiveness of the Plan have been satisfied or 
waived, but in no event earlier than December 31, 2004.\32\ The 
conditions to the effectiveness of the Plan, set forth in Section 37.1, 
are: (i) Entry of the Bankruptcy Court confirmation order; (ii) the 
execution of documents and other actions necessary to implement the 
Plan; (iii) the receipt of consents necessary to transfer assets to and 
establish Prisma and CrossCountry, and (iv) the receipt of consents 
necessary to issue the Portland General common stock under the 
Plan.\33\
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    \32\ Under Section 1.94, the Debtors and the Creditors' 
Committee, in their discretion, could designate another Effective 
Date that falls after the Confirmation Date.
    \33\ As noted previously, in preparation for the distribution of 
Portland General under the Plan, upon receipt of all appropriate 
regulatory approvals, Enron may transfer its ownership interest in 
Portland General to PGE Trust, a to-be-formed entity. There may be 
an adjustment in the number of Portland common shares prior to 
contribution to the PGE Trust and in all events prior to 
distribution to creditors. If the Portland General common stock is 
distributed to creditors rather than sold, it is intended that the 
current Portland General shares of common stock will be canceled and 
80 million shares of new Portland General common stock will be 
authorized and approximately 62.5 million shares issued pursuant to 
the Plan.
---------------------------------------------------------------------------

    Implementing the Plan will involve the distributions to creditors 
by the Debtors required by the Plan, reporting on the status of Plan 
consummation, and applying for a final decree that closes the cases 
after they have been fully administered, including, without limitation, 
reconciliation of claims. As such, administration of the estates in 
conjunction with the Bankruptcy Court will continue post confirmation, 
in the manner described above, including the resolution of over five 
hundred adversary proceedings.
6. Administration of the Estates
a. Post-Confirmation Administration
    As part of the global compromise under the Plan, the governance and 
oversight of the Chapter 11 cases will be streamlined. On the Effective 
Date, a five-member board of directors of Reorganized Enron will be 
appointed, with four of the directors to be designated by the Debtors 
after consultation with the Creditors' Committee and one of the 
directors to be designated by the Debtors after consultation with the 
ENA Examiner. Section 1129(a)(5) of the Bankruptcy Code requires that, 
to confirm a Chapter 11 plan, the plan proponent disclose the identity 
and affiliations of the proposed officers and directors of the 
reorganized debtors; that the appointment or continuance of such 
officers and directors be consistent with the interests of creditors 
and equity security holders and with public policy; and that there be 
disclosure of the identity and compensation of any insiders to be 
retained or employed by the reorganized debtors. The Debtors intend to 
file such information in the Plan Supplement no later than fifteen (15) 
days prior to the Ballot Date. The terms and manner of selection of the 
directors of each of the other Reorganized Debtors will be as provided 
in the Reorganized Debtors Certificate of Incorporation and the 
Reorganized Debtors By-laws, as the same may be amended.
    The ENA Examiner will (i) cease his routine reporting duties, 
unless otherwise directed by the Bankruptcy Court, and (ii) retain his 
status (other than his limited investigatory role) pursuant to orders 
of the Bankruptcy Court entered as of the date of the Disclosure 
Statement order. Pending the Effective Date of the Plan, the ENA 
Examiner will continue his current oversight and advisory roles as set 
forth in prior orders of the Bankruptcy Court, subject to the right of 
the Debtors, in their sole discretion, to streamline existing internal 
processes, including cash management and other transaction review 
committees.
    Although the Debtors may streamline their internal processes, the 
information typically provided to the ENA Examiner will continue to be 
provided to ensure that the ENA Examiner can fulfill his oversight 
functions. The Creditors' Committee will be dissolved on the Effective 
Date, except as provided below.
b. Post-Effective Date Administration
    Upon appointment of the new board of Reorganized Enron, from and 
after the Effective Date, the Creditors' Committee will continue to 
exist only for limited purposes relating to the ongoing prosecution of 
estate litigation. Specifically, the Creditors' Committee will continue 
to exist only (i) to continue prosecuting claims or causes of action 
previously commenced by it on behalf of the Debtors' estates, (ii) to 
complete other litigation, if any, to which the Creditors' Committee is 
a party as of the Effective Date (unless, in the case of (i) or (ii), 
the Creditors' Committee's role in such litigation is assigned to 
another representative of the Debtors' estates, including the 
Reorganized Debtors, the Litigation Trust or the Special Litigation 
Trust) and (iii) to participate, with the Creditors' Committee's 
professionals and the Reorganized Debtors and their professionals, on 
the joint task force created with respect to the prosecution of the 
Litigation Trust Claims pursuant to the terms and conditions and to the 
full extent agreed between the Creditors'

[[Page 7046]]

Committee and the Debtors as of the date of the Disclosure Statement 
Order. Thus, virtually all of the decisions that will need to be made 
with respect to, among other things, (i) the disposition of the 
Debtors' Remaining Assets, (ii) the reconciliation of Claims and (iii) 
the prosecution or settlement of numerous claims and causes of action 
(other than specific litigation involving the Creditors' Committee, as 
set forth above), will be made by Reorganized Enron through its agents, 
and the board of Reorganized Enron appointed after consultation with 
the Creditors' Committee and the ENA Examiner will oversee such 
administration. The Debtors believe that the foregoing post-Effective 
Date administration is consistent with the goals of reducing the 
expenses in the Chapter 11 cases and will thereby maximize recoveries 
to creditors entitled to distributions under the Plan.
    The Plan does provide, however, that the ENA Examiner may have a 
continuing role during the post-Effective Date period. Within 20 days 
after the Confirmation Date, the ENA Examiner or any creditor of ENA or 
its subsidiaries will be entitled to file a motion requesting that the 
Bankruptcy Court define the duties of the ENA Examiner for the period 
following the Effective Date. If no such pleading is timely filed, the 
ENA Examiner's role will conclude on the Effective Date. The Plan's 
flexibility in this regard is not intended nor will it be deemed to 
create a presumption that the role or duties of the ENA Examiner should 
or should not be continued after the Effective Date; provided, however, 
that in no event will the ENA Examiner's scope be expanded beyond the 
scope approved by orders entered as of the date of the Disclosure 
Statement Order. In the event that the Bankruptcy Court enters an order 
defining the post-Effective Date duties of the ENA Examiner, 
notwithstanding the narrower scope of the Creditors' Committee 
envisioned by the Plan, the Creditors' Committee will continue to exist 
following the Effective Date to exercise all of its statutory rights, 
powers and authority until the date the ENA Examiner's rights, powers 
and duties are fully terminated pursuant to a Final Order. The Debtors 
and the Creditors' Committee intend to object to the continuation of 
the ENA Examiner during the post-Effective Date period.
    The Plan also provides for the appointment of a Reorganized Debtor 
Plan Administrator (``Administrator'') on the Effective Date for the 
purpose of carrying out the provisions of the Plan. Pursuant to Section 
1.226 of the Plan, the Administrator would be Stephen Forbes Cooper, 
LLC, an entity headed by Stephen Forbes Cooper, Enron's Acting 
President, Acting Chief Executive Officer and Chief Restructuring 
Officer.\34\ In accordance with Section 36.2 of the Plan, the 
Administrator shall be responsible for implementing the distribution of 
the assets in the Debtors' estates to the Debtors' creditors, 
including, without limitation, the divestiture of Portland General 
common stock or the sale of that stock followed by the distribution of 
the proceeds to the Debtors' creditors. In addition, pursuant to the 
Plan, as of the Effective Date, the Reorganized Debtors will assist the 
Administrator in performing the following activities: (i) Holding the 
Operating Entities, including Portland General, for the benefit of 
Creditors and providing certain transition services to such entities, 
(ii) liquidating the Remaining Assets, (iii) making distributions to 
Creditors pursuant to the terms of the Plan, (iv) prosecuting Claim 
objections and litigation, (v) winding up the Debtors' business 
affairs, and (vi) otherwise implementing and effectuating the terms and 
provisions of the Plan.
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    \34\ Mr. Cooper assumed this role at Enron on January 29, 2002, 
after Enron filed for bankruptcy under Chapter 11. Mr. Cooper is 
also the chairman of Kroll Zolfo Cooper, LLC (``Kroll''), and 
Kroll's Corporate Advisory and Restructuring Group. Kroll is a 
consulting company that provides services in corporate recovery and 
crisis management, forensic accounting, technology, intelligence, 
investigations and background screening. The Debtors state that Mr. 
Cooper, in his capacity as Enron's CEO, has worked with the Enron 
board, the Creditors' Committee, and other stakeholders in the 
bankruptcy process to sell non-core businesses, rehabilitate assets, 
prosecute the Debtors' claims against banks and professional 
advisors, and to assist employees. Mr. Cooper works under the 
supervision of Enron's board of directors, which is comprised of 
four individuals with extensive business and energy industry 
experience. The Enron board is wholly independent and each has the 
support of the Creditors' Committee.
---------------------------------------------------------------------------

    Finally, in connection with the prosecution of litigation claims 
against financial institutions, law firms, accounting firms and similar 
defendants, a joint task force comprised of the Debtors, Creditors' 
Committee representatives and certain of their professionals was formed 
in order to maximize coordination and cooperation between the Debtors 
and the Creditors' Committee. Each member of the joint task force is 
entitled to, among other things, notice of, and participation in, 
meetings, negotiations, mediations, or other dispute resolution 
activities with regard to such litigation. Following the Effective 
Date, the Creditors' Committee representatives, together with the 
Creditors' Committee's professionals, may continue to participate in 
the joint task force.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-3112 Filed 2-11-04; 8:45 am]
BILLING CODE 8010-01-P