To: Ex-INTCfan who wrote (44553 ) 12/2/2001 7:09:38 PM From: stockman_scott Respond to of 65232 Enron Files Bankruptcy, Sues Dynegy Sunday December 2, 5:49 pm Eastern Time By C. Bryson Hull HOUSTON (Reuters) - Shattered energy trader Enron Corp. (NYSE:ENE - news) filed for Chapter 11 bankruptcy on Sunday and hit rival and one-time suitor Dynegy Inc. (NYSE:DYN - news) with a $10 billion breach of contract lawsuit for pulling out of a last-ditch rescue merger. The filing in federal bankruptcy court in the Southern District of New York sought protection from creditors while Enron, burdened with at least $16.8 billion in debt and obligations, tries to reorganize its ruined finances. Under Chapter 11 of the U.S. bankruptcy code, a company can continue to operate while it and creditors work out a reorganization plan. The lawsuit, filed in the same court, accuses fellow Houston energy trader Dynegy of wrongfully terminating a $9 billion merger deal last Wednesday. The suit also seeks to stop Dynegy from exercising its option to obtain Enron's Northern Natural Gas Pipeline. The units that own Enron's pipelines were not part of the bankruptcy filing. ``We are taking the steps announced today to help preserve capital, stabilize our businesses, restore the confidence of our trading counterparties, and enhance our ability to pay our creditors,'' Enron Chairman and Chief Executive Officer Ken Lay said in a statement. Enron's dramatic crash has seen its market capitalization go from more than $80 billion a little more than a year ago to about $220 million based on its Friday closing price of 26 cents on the New York Stock Exchange. That is a far cry from Enron's high of $90.56, reached in August 2000. To help it re-capitalize its once-esteemed North American trading business, Enron said it is in negotiations with banks and financial institutions to get credit to back any trades. Enron said it would provide traders and back-office support staff, and would operate through its EnronOnline Internet trading platform. Fourteen of Enron's subsidiaries -- were included in the filing, which must be accepted by the bankruptcy court before it can proceed. Enron's Portland General electric utility subsidiary, which is being sold to Northwest Natural Gas Co. (NYSE:NWN - news) for $1.8 billion and $1.1 billion in assumed debt, was not included in the filings. PIPELINE AT HEART OF SUIT The breach-of-contract suit against Dynegy, another expected legal salvo, has at its heart a valuable asset that is a steady cash flow generator and constitutes more than half of Enron's 30,000 miles of pipelines. One longtime Enron observer questioned Enron's chances of proving its claim. ``The Dynegy lawsuit is going to make interesting reading, but I don't think they are going to get very far with it,'' Sanders Morris Harris analyst John Olson said. Dynegy spokesman John Sousa said his company had not yet had time to review the lawsuit, but said it remains confident in its position that Enron's post-merger announcement disclosures constituted a ``material adverse change'' in Enron's businesses. Such a change would allow Dynegy to pull out. ``We believe that we are within our legal rights to exercise this provision and it would have been a breach of our fiduciary responsibility to our shareholders not to do so,'' Sousa said. The $1.5 billion in cash that Dynegy and its minority owner ChevronTexaco (NYSE:CVX - news) pumped into Enron on the merger's announcement was secured by an option to buy the 16,500-mile pipeline, which Dynegy exercised on Thursday. Dynegy Chairman and Chief Executive Officer Chuck Watson said that Enron's disclosure, made in a Nov. 19 regulatory filing, that it had less cash than previously thought and that it would immediately have to pay off a $690 million started the downfall of the merger. ``The next day the market killed them. And guess what? So did the counterparties. So they start leaving them in droves. So the business came crashing down with the stock price,'' Watson in an interview Friday with Reuters. Enron then frantically began searching for more cash to staunch the bleeding, but could not find it. Watson said that when rating agency Standard & Poor's cut Enron's credit to junk status Nov. 28, he and his board decided to terminate the merger deal. Enron will dispute that version of events, and most observers expect it to claim that Dynegy entered the agreement in bad faith, as a way to eliminate its bigger rival. LAYOFFS COMING The massive layoffs that are expected to accompany the bankruptcy filing will now become reality. Enron said it would implement ``substantial workforce reductions,'' primarily from among the 7,500 workers employed at its Houston headquarters. It gave no firm numbers, but sources said the number of cuts -- expected to be in the thousands -- would be made clear on Monday. Enron will also continue its previously planned campaign to sell off non-core and underperforming assets, many of them global holdings that are valued around $6 billion. Enron is also working with lenders to obtain debtor-in-possession financing to help it maintain its payroll and other operational expenses. Discussions are expected to be done shortly, the company said. Sources with knowledge of the talks indicated that initial financing would be around $1.5 billion. Enron was the top U.S. energy trader with $100 billion in revenues and $1 billion in profits last year, but has unraveled with stunning speed since mid-October when it declared a third-quarter loss and a billion-dollar reduction in shareholder equity linked to questionable off-balance sheet deals. The piecemeal disclosures about problems never seemed to end, and each one chipped away at Enron's credibility and destroyed and destroyed investor confidence in its management. Its descent into bankruptcy was hastened as partners fled its key energy trading business and was all but sealed when Dynegy pulled out. In its announcement, Enron made no mention of the more than two dozen shareholder lawsuits that have been filed, accusing Enron of making fraudulent claims about the value of its business and of hiding financial losses. Enron is by no means out of the woods yet. The U.S. Security and Exchange Commission is investigating the off-balance sheet deals, while two Congressional inquiries are expected as well. Enron's legal adviser on the bankruptcy is New York firm Weil, Gotshal and Manges, and its adviser on the restructuring is the Blackstone Group LLC.