FYI.  My e-mail response to Marc Hellman's message re:  Dynegy impact on the NWN transaction.

-----Original Message-----
From: HELLMAN Marc [mailto:marc.hellman@state.or.us]
Sent: Wednesday, November 14, 2001 8:19 AM
To: Kaufman, Paul
Subject: RE: Application Filing


thanks, do you want me to forward this to "all"?

-----Original Message-----
From: Kaufman, Paul [mailto:Paul.Kaufman@ENRON.com]
Sent: Tuesday, November 13, 2001 2:51 PM
To: HELLMAN Marc
Subject: RE: Application Filing


The short answer is that the Dynegy merger with Enron does not affect
the NWN acquisition of PGE.  Both Enron and Dynegy remain committed to
the NWN transaction.  There are no direct implications for the sale as
NWN, not Enron, is the issuer of the equity in the transaction.  The
structure of the seller financing has not changed.  

Bruce DeBolt did describe the only indirect impact of Enron's current
situation--i.e., that there are certain restrictions on Enron's ability
to transfer the securities it holds to an affiliated interest if Enron's
credit rating decays to a given point.  

The Enron/Dynegy transaction is expected to close in the 3rd Quarter of
2002.  We think we can get all regulatory approvals for the NWN
transaction completed and close before that.  

I'm in Washington, D.C. today and tomorrow.  We have a pre-filing
meeting with the SEC on the NWN transaction tomorrow.  I'll be back in
the office on Friday.  I can be reached by pager 888.354.7356 or cell
phone 503.539.4733 if you need more information or have further
questions.

I did not hit "reply to all" when creating this message. Sorry.

-----Original Message-----
From: HELLMAN Marc [mailto:marc.hellman@state.or.us]
Sent: Tuesday, November 13, 2001 8:30 AM
To: 'Ackerman, Susan'; Mike Morgan (E-mail); Lesh, Pamela; Kaufman, Paul
Cc: DUDLEY, JAY; Jim Fell (E-mail); Kelley, Carla; Bob Jenks (E-mail);
TATOM Bonnie; Ed Finklea (E-mail); Jason Eisdorfer (E-mail); Ken Canon
(E-mail); SPARLING Lee; HELLMAN Marc; Melinda Davison (E-mail); Paula
Pyron (E-mail); Stephanie Andrus (E-mail)
Subject: RE: Application Filing


Thanks.  How does the Dynergy bid for Enron affect things?  Do you know
how
long it might take for Dynergy to get approval from non-Oregon agencies
to
purchase Enron?

-----Original Message-----
From: Ackerman, Susan [mailto:ska@nwnatural.com]
Sent: Monday, November 12, 2001 5:05 PM
To: Bob Jenks (E-mail); Bonnie Tatom (E-mail); Ed Finklea (E-mail);
Jason Eisdorfer (E-mail); Ken Canon (E-mail); Lee Sparling (E-mail);
Marc Hellman (E-mail); Melinda Davison (E-mail); Paula Pyron (E-mail)
Cc: Jay Dudley (E-mail); Jim Fell (E-mail); Mike Morgan (E-mail); Pamela
Lesh (E-mail); Paul Kaufman (E-mail); Stephanie Andrus (E-mail); Kelley,
Carla
Subject: Application Filing


All, we had intended to file the NWN/PGE application on Wednesday,
November
14.  It does not appear that we are going to make that date.  We are
still
getting full review of the application and all pieces of testimony;
following that will be production.  I apologize for not having a more
firm
date, but we really are working on it and will push it out the door as
soon
as we reasonably can.  SKA (503-721-2452)


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