-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LzfNunwOhFbrwNErh79O6PyjJ6psatRCSrFDd1VyWPX+t0Q08HiSAG22AMIFlZcY 1l9zpD964jy4jGEW7WHlKg== 0000899243-96-000803.txt : 19960702 0000899243-96-000803.hdr.sgml : 19960702 ACCESSION NUMBER: 0000899243-96-000803 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960701 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMSTOCK RESOURCES INC CENTRAL INDEX KEY: 0000023194 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941667468 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38546 FILM NUMBER: 96588969 BUSINESS ADDRESS: STREET 1: 5005 LBJ FRWY STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 2147012000 MAIL ADDRESS: STREET 1: 5005 LBJ FREEWAY STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: COMSTOCK TUNNEL & DRAINAGE CO DATE OF NAME CHANGE: 19880121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENRON RESERVE ACQUISITION CORP CENTRAL INDEX KEY: 0000869458 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 SMITH STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138536161 SC 13D/A 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* COMSTOCK RESOURCES, INC. (Name of Issuer) Common Stock, par value $.50 per share (Title of Class of Securities) 205768203 --------- (CUSIP Number) Mr. Charles H. Prioleau Enron Reserve Acquisition Corp., 1400 Smith Street, Houston, TX 77002, (713) 853-6161 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 28, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 4 Pages SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 205768203 PAGE 2 OF 4 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Enron Reserve Acquisition Corp. I.R.S. No.: 76-0323755 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] N/A - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES 0 ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,000,000 shares of Comstock's 1994 Series B Convertible Preferred Stock, par value $10.00 per share, which shares are convertible within 60 days into 2,000,000 shares of Comstock's Common Stock. ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 0 ----------------------------------------------------------- PERSON SHARED DISPOSITIVE POWER WITH 10 Same as 8 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 Same as 8 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12 SHARES [_] N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.76% of Comstock's outstanding Common Stock, par value $.50 per share. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ Page 2 of 4 Pages SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 205768203 PAGE 3 OF 4 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Enron Corp. I.R.S. No.: 45-0255140 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] N/A - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES 0 ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,000,000 shares of Comstock's 1994 Series B Convertible Preferred Stock, par value $10.00 per share, which shares are convertible within 60 days into 2,000,000 shares of Comstock's Common Stock. ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 0 ----------------------------------------------------------- PERSON SHARED DISPOSITIVE POWER WITH 10 Same as 8 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 Same as 8 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12 SHARES [_] N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 12.76% of Comstock's outstanding Common Stock, par value $.50 per share. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ Page 3 of 4 Pages AMENDMENT TO STATEMENT ON SCHEDULE 13D This Amendment No. 1 to Statement on Schedule 13D (this "Amendment") amends the Statement on Schedule 13D dated July 29, 1994 (the "Statement") of Enron Reserve Acquisition Corp., a Delaware corporation ("ERAC") , and Enron Corp., a Delaware corporation ("ENRON"), with respect to shares of the common stock, par value $.50 per share ("Common Stock"), of Comstock Resources, Inc., a Delaware corporation ("Comstock"). Capitalized terms used but not defined herein are defined in the Statement and are used herein with the same meanings ascribed thereto in the Statement. References in the Statement to Enron Gas Services Corp., or EGAS, shall now constitute references to Enron Capital & Trade Resources Corp. ("ECT") (as successor to EGAS), and ECT, respectively. Item 4. Purpose of Transaction: - ------- ----------------------- The shares of Common Stock beneficially owned by ERAC are being registered for resale by ERAC pursuant to a registration statement filed by Comstock with the Securities and Exchange Commission. Subject to stock market conditions, the price of the Common Stock and other considerations, ERAC presently intends to sell such shares of Common Stock. The number of shares of Common Stock to be sold by ERAC, and the time period during which such shares will be sold, will depend on various factors, including those enumerated above and other considerations that ERAC may deem relevant. ERAC intends to review its investment in Comstock on a continuing basis and, depending upon the price of, and other market conditions relating to, the Common Stock, subsequent developments affecting Comstock, Comstock's business and prospects, other investment and business opportunities available to ERAC, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide (i) not to sell its shares of Common Stock or (ii) to increase its investment in Comstock. Item 5. Interest in Securities of the Issuer: - ------- ------------------------------------- Item 5 of the Statement is hereby deleted and restated in its entirety as follows: According to Comstock, there were 13,671,956 shares of Common Stock outstanding as of June 27, 1996, and all percentage calculations in this Amendment are based on such amount. ERAC beneficially owns and has the power to vote and dispose of 1,000,000 shares of Series B Preferred Stock, which shares are convertible within 60 days into 2,000,000 shares of Common Stock (12.76% of Comstock's outstanding Common Stock). Because ERAC is an indirect, wholly owned subsidiary of ENRON, ENRON may also be deemed to beneficially own such shares. ENRON disclaims beneficial ownership of all of such shares. After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: June 28, 1996 ENRON RESERVE ACQUISITION CORP. By: /s/ Charles H. Prioleau Charles H. Prioleau Vice President Date: June 28, 1996 ENRON CORP. By: /s/ Peggy B. Menchaca Peggy B. Menchaca Vice President
Page 4 of 4 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)* COMSTOCK RESOURCES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.50 PER SHARE (Title of Class of Securities) 205768203 --------- (CUSIP Number) Mr. C. John Thompson Enron Reserve Acquisition Corp., 1400 Smith Street, Houston, TX 77002, (713) 853-6161 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 22, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 7 Pages SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 205768203 PAGE 2 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Enron Reserve Acquisition Corp. I.R.S. No.: 76-0323755 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] N/A - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES 0 ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,000,000 shares of Comstock's 1994 Series B Convertible Preferred Stock, par value $10.00 per share, which shares are convertible within 60 days into 2,000,000 shares of Comstock's Common Stock. ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 0 PERSON ----------------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 Same as 8 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 Same as 8 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12 SHARES [_] N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 14.2% of Comstock's outstanding Common Stock, par value $.50 per share. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ Page 2 of 7 Pages SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 205768203 PAGE 3 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Enron Corp. I.R.S. No.: 47-0255140 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] N/A - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES 0 ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 1,000,000 shares of Comstock's 1994 Series B Convertible Preferred Stock, par value $10.00 per share, which shares are convertible within 60 days into 2,000,000 shares of Comstock's Common Stock. ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 0 PERSON ----------------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 Same as 8 above. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 Same as 8 above. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 12 SHARES [_] N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 14.2% of Comstock's outstanding Common Stock, par value $.50 per share. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ Page 3 of 7 Pages Item 1. Security and Issuer: - ------- -------------------- This statement relates to the Common Stock, par value $.50 per share (the "Common Stock"), of Comstock Resources, Inc., a Nevada corporation ("Comstock"), whose principal executive offices are located at 5005 LBJ Freeway, Suite 1000, Dallas, TX 75244. Item 2. Identity and Background: - ------- ------------------------ This statement is being filed by (i) Enron Reserve Acquisition Corp., a Delaware corporation ("ERAC"), which is engaged primarily in acquisition, ownership and disposition of interests in oil and gas properties and contracts relating thereto and other energy-related assets and (ii) Enron Corp., a Delaware corporation ("ENRON"), which is in an integrated natural gas company that engages, primarily through subsidiaries, in the gathering, transportation and wholesale marketing of natural gas, the exploration for and production of natural gas and crude oil, the production, purchase, transportation and worldwide marketing and trading of natural gas liquids, crude oil and refined petroleum products, the production and sale of congenerated electricity and steam and the purchasing and marketing of long-term energy-related commitments. ERAC and ENRON are referred to herein as the "Reporting Entities." Additional entities which may be deemed to be control persons of ERAC are (a) Enron Finance Corp., a Delaware corporation ("EFC"), whose principal business is the arrangement of production payment and other financing transactions and Enron Gas Services Corp., a Delaware corporation ("EGS"), whose principal business is the purchase of natural gas, gas liquids and power through a variety of contractual arrangements and marketing these energy products to local distribution companies, electric utilities, cogenerators and both commercial and industrial end-users. EGS also provides risk management services. ERAC is a wholly owned subsidiary of EFC and an indirect, wholly owned subsidiary of EGS and ENRON. The address of the principal business office of ERAC, ENRON, EFC and EGS is 1400 Smith Street, Houston, Texas 77002. Schedule I attached hereto sets forth certain additional information with respect to each director and each executive officer of ERAC and ENRON. The filing of this statement on Schedule 13D shall not be construed as an admission that ENRON, EFC, EGS or any person listed on Schedule I hereto is, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. None of the Reporting Entities, nor, to their knowledge, EFC, EGS or any person listed on Schedule I hereto, has been, during the last five years (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws. Page 4 of 7 Pages Item 3. Source and Amount of Funds or Other Considerations: - ------- --------------------------------------------------- On July 22, 1994, ERAC terminated two production payments previously conveyed to ERAC by Comstock Oil & Gas, Inc. and Comstock Oil & Gas-Louisiana, Inc., wholly owned subsidiaries of Comstock, which production payments were created pursuant to that certain Conveyance of Production Payment dated November 7, 1991, as amended, and that certain Assignment of Production Payment dated November 7, 1991, as amended. In consideration therefor Comstock issued to ERAC 1,000,000 shares of Comstock's 1994 Series B Convertible Preferred Stock, par value $10.00 per share (the "Series B Preferred Stock"), and paid to ERAC $10,150,000 in cash. The 1,000,000 shares of Series B Preferred Stock are currently convertible into 2,000,000 shares of Common Stock. Item 4. Purpose of Transaction: - ------- ----------------------- The 1,000,000 shares of Series B Preferred Stock of Comstock were acquired by ERAC for investment purposes. ERAC intends to review its investment in Comstock on a continuing basis and, depending upon the price of, and other market conditions relating to, the Common Stock, subsequent developments affecting Comstock, Comstock's business and prospects, other investment and business opportunities available to ERAC, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of its investment in Comstock. Additionally, the terms of the Series B Preferred Stock permit the election by the holders of Series B Preferred Stock, voting separately as a class, of two directors to Comstock's Board of Directors under certain circumstances, including without limitation the failure to pay four dividend payments as required pursuant to the terms of the Series B Preferred Stock. The dividends on the Series B Preferred Stock are cumulative, accrue at a rate of 6.25% per annum and are payable at the option of Comstock in cash or in securities of Comstock (which, at the option of ERAC, will be shares of Series B Preferred Stock or Common Stock). None of the Reporting Entities nor to their knowledge, EFC, EGS or any of the persons named in Schedule I hereto has effected any transactions in shares of Common Stock of Comstock during the preceding sixty days. Item 5. Interest in Securities of the Issuer: - ------- ------------------------------------- ERAC beneficially owns and has the power to vote and dispose of 1,000,000 shares of Series B Preferred Stock, which shares are convertible within 60 days into 2,000,000 shares of Common Stock (14.2% of Comstock's outstanding Common Stock). Because ERAC is an indirect, wholly owned subsidiary of ENRON, ENRON may also be deemed to beneficially own such shares. ENRON disclaims beneficial ownership of all of such shares. Page 5 of 7 Pages Item 6. Contracts, Arrangements, Understandings or Relationships With - ------- -------------------------------------------------------------- Respect to Securities of the Issuer: ------------------------------------ Certain restrictions on the transfer of the 1,000,000 shares of Series B Preferred Stock and certain registration rights granted to ERAC by Comstock are set forth in the Exchange Agreement dated as of July 21, 1994 between ERAC and Comstock. Item 7. Material to be Filed as Exhibits: - ------- --------------------------------- Exhibit A: Provisions of Exchange Agreement dated as of July 21, 1994 between ERAC and Comstock relating to the transfer of Series B Preferred Stock or Common Stock. After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: July 29, 1994 ENRON FINANCE CORP. By: /s/ C. John Thompson Name: C. John Thompson Title: Vice President Page 6 of 7 Pages Date: July 29, 1994 ENRON CORP. By: /s/Peggy B. Menchaca Name: Peggy B. Menchaca Title: Vice President & Secretary Page 7 of 7 Pages SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS ENRON RESERVE ACQUISITION CORP. NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION - --------------------------- ----------- -------------------------------------- 1400 Smith Street Houston, Texas 77002 James V. Derrick, Jr. U.S.A. Director, Senior Vice President and General Counsel of Enron John J. Esslinger U.S.A. Director, Vice Chairman and Chief Operating Officer Jeffrey K. Skilling U.S.A. Director, Chairman and Chief Executive Officer Gene E. Humphrey U.S.A. President Richard A. Causey U.S.A. Vice President and Controller Andrew S. Fastow U.S.A. Vice President Dana R. Gibbs U.S.A. Vice President, and Controller Thomas S. Glanville U.S.A. Vice President Mark E. Haedicke U.S.A. Vice President, General Counsel and Asst. Secy. Robert J. Hermann U.S.A. Vice President, Tax Kurt S. Huneke, Sr. U.S.A. Vice President, Finance and Treasurer Jere C. Overdyke, Jr. U.S.A. Vice President Donald P. Schroeder U.S.A. Vice President Timothy T. Stephens U.S.A. Vice President C. John Thompson U.S.A. Vice President Craig Childers U.S.A. Vice President
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DIRECTORS AND EXECUTIVE OFFICERS ENRON CORP. NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION - --------------------------- ----------- -------------------------------------- Robert A. Belfer U.S.A. Director 767 Fifth Avenue, 46th Fl. Former President and Chairman, New York, NY 10153 Belco Petroleum Corporation Norman P. Blake, Jr. U.S.A. Director USF&G Corporation Chairman, United States Fidelity and 100 Light St., 35th Floor Guaranty Company Baltimore, MD 21202 John H. Duncan U.S.A. Director 5851 San Felipe, Suite 850 Former Chairman of the Executive Houston, TX 77057 Committee of Gulf & Western Industries, Inc. Joe H. Foy U.S.A. Director 2900 South Tower Retired Senior Partner, Pennzoil Place Bracewell & Patterson Houston, TX 77002 Wendy L. Gramm U.S.A. Director P.O. Box 39134 Former Chairman, U.S. Commodity Washington, D.C. 20016 Futures Trading Commission Robert K. Jaedicke U.S.A. Director Graduate School of Business Former Dean, Graduate School of Stanford University Business, Stanford University Stanford, CA 94305 Charles A. Lemaistre U.S.A. Director The University of Texas President, University of Texas M.D. M.D. Anderson Cancer Ctr. Anderson Cancer Center 1515 Holcombe Houston, TX 77030
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DIRECTORS AND EXECUTIVE OFFICERS ENRON CORP. NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION - --------------------------- ----------- -------------------------------------- John A. Urquhart U.S.A. Director John A. Urquhart Associates Vice Chairman, Enron Corp., 111 Beach Road President, John A. Urguhart Fairfield, CT 06430 Associates, and Former Senior Vice President of Industrial and Power Systems, General Electric Company Charls E. Walker U.S.A. Director Walker/Free Associates Chairman, Walker/ Free Associates, Suite 200 Inc., and Former Deputy Secretary of 1730 Pennsylvania Avenue, NW the Treasury Washington, D.C. 20006 Herbert S. Winokur, Jr. U.S.A. Director Winokur & Associates, Inc. President, Winokur & Associates, 72 Cummings Point Road Inc., and Former Senior Executive Stamford, CT 06902 Vice President, Penn Central Corporation 1400 Smith Street Houston, Texas 77002 Kenneth L. Lay U.S.A. Director, Chairman and Chief Executive Officer Richard D. Kinder U.S.A. Director, President and Chief Operating Officer Robert C. Kelley U.S.A. Executive Vice President and Chief Strategy Officer and President Enron Emerging Technologies, Inc. Edmund P. Segner, III U.S.A. Executive Vice President and Chief of Staff
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DIRECTORS AND EXECUTIVE OFFICERS ENRON CORP. NAME AND BUSINESS ADDRESS CITIZENSHIP POSITION AND OCCUPATION - --------------------------- ----------- -------------------------------------- 1400 Smith Street Houston, Texas 77002 James V. Derrick, Jr. U.S.A. Senior Vice President and General Counsel Jack I. Tompkins U.S.A. Senior Vice President and Chief Information, Administrative and Accounting Officer Robert J. Hermann U.S.A. Vice President, Tax Kurt S. Huneke, Sr. U.S.A. Vice President, Finance and Treasurer Robert H. Butts U.S.A. Vice President and Controller Thomas E. White U.S.A. Chairman and Chief Executive Officer, Enron Operations Company Ronald J. Burns U.S.A. Co-Chairman and Chief Executive Officer, Enron Gas Services Jeffrey K. Skilling U.S.A. Co-Chairman and Chief Executive Officer, Enron Gas Services Rodney L. Gray U.S.A. Chairman and Chief Executive Officer, Enron International
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