I've asked my secretary to give you a copy of the omnibus agreement dated as 
of August 29,2000, delivered to Catalytica today, among ENA, Sundance 
Assets,L.P. ( holder of the Catalytica Combustions Systems, Inc. Class B 
Preferred Stock and option to purchase ), Catalytica Combustion Systems, Inc. 
and Catalytica, Inc., together with a copy of the 1998 Preferred Stock 
Purchase Agreement pursuant to which Enron Ventures, predecessor to Sundance, 
acquired the stock and option. The attached is an S-1 registration statement 
filed yesterday by Catalytica Combustion Systems, Inc. with the SEC related 
to the distribution of CCSI shares held by its parent, Catalytica Inc, to its 
stockholders in connection with the merger of the parent with DSM, N. V. A 
merger proxy statement summarizing the DSM transaction will follow. The S-1 
and merger proxy statement may be overkill for your purposes, but they will 
help make sense of the omnibus agreement if you have questions about that 
agreement. Note that modifications to the share transfer restriction and 
assignment provisions in the 1998 Agreement to accommodate Raptor and the 
grant of the right to exercise the option on a cashless basis are included in 
the omnibus agreement. The S-1 and proxy statement should be of interest in 
analyzing the disclosure obligations under the securities laws with respect 
to the Raptor transaction.
----- Forwarded by Barton Clark/HOU/ECT on 08/31/2000 04:46 PM -----

	RR Donnelley Financial <paloalto@rrdfin.com>
	08/28/2000 05:46 AM
	Please respond to paloalto
		 
		 To: ergun.gen@us.pwcglobal.com, linda.keenan@us.pwcglobal.com, 
barton.clark@enron.com, rbl@mv.catalytica-inc.com, 
ckitchen@mv.catalytica-inc.com, pevans@mv.catalytica-inc.com, 
jmessers@mv.catalytica-inc.com, ewh@mv.catalytica-inc.com, wgroll@cgsh.com, 
jsorkin@cgsh.com, bburns@cgsh.com, jolson@hewm.com, ralexander@hewm.com, 
tnoordermeer@hewm.com, kguse@hewm.com, john.eicholz@ey.com, 
lwb@mv.catalytica-inc.com, jcp@mv.catalytica-inc.com, rishii@wsgr.com, 
sliu@wsgr.com, louis.pugliese@ey.com, eric.krickhan@ey.com, 
scott.leahy@ey.com, michael.brandt@ey.com
		 cc: 
		 Subject: Catalytica S-1 PDF




--
RR Donnelley Financial
Customer Service
855 California Avenue
Building A
Palo Alto, CA 94304
(650) 845-6600  Fax (650) 845-6700
paloalto@rrdfin.com


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