Fyi
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-----Original Message-----
From: Goodrow, Alicia <Alicia.Goodrow@ENRON.com>
To: Adams, Gregory <Gregory.Adams@ENRON.com>
CC: Hayslett, Rod <Rod.Hayslett@ENRON.com>; Ginty, James <Jim_Ginty@ENRON.net>; Maxey, Dave <Davis.Maxey@ENRON.com>
Sent: Mon Nov 19 14:27:13 2001
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. 
 
Jim Ginty is the appropriate tax department contact for PGE Purchase and Sale Agreement issues. 

Regards, 

Alicia Goodrow

-----Original Message-----
From: Adams, Gregory 
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. 
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