FYI  Point 2.


Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com
----- Forwarded by Mary Cook/HOU/ECT on 03/09/2001 01:03 PM -----

	Joel Ephross/ENRON@enronXgate
	03/09/2001 12:06 PM
		 
		 To: AnnMarie Tiller/ENRON@enronXgate, Ryan Siurek/Corp/Enron@ENRON, Ron 
Baker/ENRON@enronXgate, David C Williams/ENRON@enronXgate, Danny 
Wilson/ENRON@enronXgate, eosterberg@velaw.com@SMTP@enronXgate, George 
McKean/NA/Enron@Enron
		 cc: Brent Vasconcellos/ENRON@enronXgate, Bill Bowes/ENRON@enronXgate, James 
Sandt/ENRON@enronXgate, Rex Rogers/ENRON@enronXgate, Mary Cook/HOU/ECT@ECT, 
Carol St Clair/HOU/ECT@ECT, tyates@velaw.com@SMTP@enronXgate, 
rastin@velaw.com@SMTP@enronXgate
		 Subject: RE: Raptor restructuring

Mary/Carol: please note points 2 and 3 below.

Ron Baker: based on my discussions with Rex Rogers, if the existing Enron 
shares are cancelled and new shares issued, ENA board authorization will be 
required. Note that the next scheduled board meeting is in early April.

Ron Astin/Terry Yates: FYI, discuss point 5 below.....

 -----Original Message-----
From:  Tiller, AnnMarie  
Sent: Friday, March 09, 2001 11:56 AM
To: Siurek, Ryan; Baker, Ron; Williams, David C.; Wilson, Danny; 
'eosterberg@velaw.com'; Ephross, Joel; McKean, George
Cc: Vasconcellos, Brent; Bowes, Bill; Sandt, Jim
Subject: Raptor restructuring

Gentlemen,

After talking with both Joel Ephross and Ron Baker this morning about the 
Raptor restructuring, my understanding of the current plan is summarized 
below.   Please let me know if I have mischaracterized the proposed 
approach.  We have a couple concerns from a tax perspective that are also 
discussed below.  

1.) V&E is currently drafting documents to allow each Raptor structure to 
look to the other structures in terms of credit capacity. 
2.) The previously proposed assignment of the LDC swaps from Raptor II to 
Raptor IV is off the table.  These swaps will now be terminated.
3.) Either Raptor II or Raptor IV will be used to hedge the Mariner 
investment ($360M) instead.  
4.) The JEDI structure is expected to be unwound thus allowing 12M Enron 
Corp. shares to come back to Enron Corp. and no longer be treated as issued 
and outstanding for purposes of Enron's EPS calculation. 
5.) The value of 12M new Enron Corp. shares would be used to capitalize 
either Raptor II or Raptor IV (12M shares x $70 = approx. $840M).  
 a.) As consideration for the contribution of the shares, the receivable owed 
by the lower tier LLC to the Enron member under the grid note would be 
increased by the same amount.
    b.) The credit capacity of the subject Raptor structure would increase by 
an amount equal to the discount on the shares caused by their restricted 
nature.   ($840M x 35% to 45% = approx. $294M to $378M)   
 c.) Ryan has apparently suggested that the shares actually be transferred to 
a trust and that the trust issue a forward contract on the shares to the 
chosen Raptor structure.  We have some concerns about this approach from a 
tax perspective.   I would like to better understand the benefits of using a 
forward contract, who would own the beneficial interest in the trust, and 
what follow-on transactions might be planned regarding the trust.
 d.) I am still confused about the characterization of the contribution of 
the additional shares as utilizing the credit capacity of the Raptor 
structure to which they are contributed.   I can understand why the shares 
would not increase the credit capacity of the structure, but I am told that 
the potential downside on the Enron stock would actually utilize the 
structure's capacity.

 AnnMarie

 -----Original Message-----
From:  Ephross, Joel  
Sent: Friday, March 09, 2001 10:31 AM
To: Tiller, AnnMarie
Cc: Vasconcellos, Brent
Subject: FW: Scheduled Meeting



 -----Original Message-----
From:  Escamilla, Dolores  
Sent: Friday, March 09, 2001 10:17 AM
To: Hudler, Shirley; Ephross, Joel; Mintz, Jordan; Douglas, Stephen H.; Liss, 
Kevin
Cc: Mills, Jana; Trevino, Melba; Forsyth, Darlene C.; McKean, George
Subject: Scheduled Meeting

Please note - Due to schedule conflicts this meeting has been rescheduled to 
start at 3:30 p.m. today.   Please advise if you are not able to attend.

Thank you,
LoLa
x30515
----- Forwarded by Dolores Escamilla/HOU/ECT on 03/09/2001 10:14 AM -----


	Dolores Escamilla 03/09/2001 09:32 AM 	   To: Shirley A Hudler/HOU/ECT@ECT, 
Joel Ephross/Enron@EnronXGate, Jordan Mintz/Enron@EnronXGate, Stephen H 
Douglas/Enron@EnronXGate, Kevin Liss/Enron@EnronXGate  cc: Jana 
Mills/HOU/ECT@ECT, Melba Trevino/Enron@EnronXGate, Darlene C 
Forsyth/Enron@EnronXGate, George McKean/NA/Enron@Enron  Subject: Scheduled 
Meeting


A meeting has been scheduled for the following:


Date:  March 9, 2001
Time:  02:30 p.m.
Location: EB2021
Re:  Jedi Consolidation


Attendees:

George McKean (Host)
Shirley Hudler
Joel Ephross
Jordan Mintz
Stephen Douglas
Kevin Liss

Please advise if you are not able to attend.

Thank you,
LoLa
x30515