Can you help us out here from what you know?     I do not believe you
can loan money to Enron.     Have you filed to be able to make the
special dividend?

-----Original Message-----
From: Goodrow, Alicia=20
Sent: Monday, November 19, 2001 2:27 PM
To: Adams, Gregory
Cc: Hayslett, Rod; Ginty, James; Maxey, Dave
Subject: RE: PGE Dividend


Greg:

I do not have any access to information regarding PGE retained earnings.


As we discussed this morning, distributions of cash in the form of
dividends will be subject to a tax of approximately 7%.  This tax can be
avoided completely if the distributions of cash take the form of
intercompany loans which are settled at the close of the sale of PGE.
Significant tax research and intercompany briefings took place on this
very topic in July and August of this year.  The procedures for
settlement of the loans are already baked into the PGE purchase and sale
agreement. It is my understanding that some loans of cash have already
been made under this procedure, but I am the wrong person to talk to
about PGE issues or that sort.  Rod Hayslett would have more
information.=20
=20
Jim Ginty is the appropriate tax department contact for PGE Purchase and
Sale Agreement issues.=20

Regards,=20

Alicia Goodrow

-----Original Message-----
From: Adams, Gregory=20
Sent: Monday, November 19, 2001 10:36 AM
To: Goodrow, Alicia
Subject: FW: PGE Dividend


Alicia,

Do we know / can we quantify the amount of undistributed/retained
earnings as of Sepetmber 30th, and what the tax impact would be of
distributing that amount.

Thanks again.

Greg Adams
713-853-3887

-----Original Message-----
From: Brown, Bill W.=20
Sent: Monday, November 19, 2001 10:25 AM
To: Adams, Gregory
Subject: Re: PGE Dividend


I had heard something similar.  We should probably get alicia to
quantify exactly how much the leakage would be {in dollars} and how the
mechanics would work.  Please tell alicia that we understand that this
would be a whalley, mcmahon, causey decision.  We are only trying to
identify options and quantify breakage and leakage.

Thanks very much for the update keep me posted.
William W. Brown


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