PrivacyScanData/ML/Machine-Learining-Security/web安全之机器学习入门/data/enron1/ham/5061.2001-11-09.farmer.ham.txt

Subject: enron announces plans to merge with dynegy
today , we announced plans to merge with dynegy , a major player in the energy marketplace and one of our largest counterparties . dynegy is a great company with businesses very similar to our own . we believe merging with dynegy is the best option to preserve our core businesses that you ' ve worked so hard to build . following are the major components of the transaction .
deal terms
- - the transaction will constitute a stock for stock exchange based on an exchange ratio of 0 . 2685 dynegy shares for every enron share . for example , each 1 , 000 shares of enron stock will be converted to 268 shares of dynegy upon closing , plus cash for fractional shares , upon closing .
- - chevrontexaco owns approximately 26 percent of dynegy ' s outstanding common stock . chevrontexaco will invest $ 1 . 5 billion in dynegy immediately and an additional $ 1 billion in dynegy on closing of the merger . dynegy will immediately invest $ 1 . 5 billion in cash in enron ' s northern natural gas subsidiary in exchange for preferred stock in northern natural gas .
- - total outstanding shares of the combined company are expected to be approximately 700 million shares .
- - the transaction is subject to shareholder and regulatory approvals , and is expected to close late next year .
enron will have immediate access to dynegy ' s $ 1 . 5 billion cash investment in enron ' s northern natural gas subsidiary .
management of newly formed company
chuck watson will be chairman and ceo of the newly formed company , which will be called dynegy inc . , and steve bergstrom will be president and coo .
i will continue to serve as chairman and ceo of enron until the transaction closes . i will not join the dynegy office of the chairman . greg whalley will continue to serve as president and coo of enron until the transaction closes . then he will become an executive vice president of the new company and will join the dynegy office of the chairman . mark frevert will continue as vice chairman of enron .
management from enron and dynegy will work together to ensure a smooth , efficient integration . the make - up of the integration team has not yet been determined .
the merger will be a long and complex process and is expected to close by the end of the third quarter 2002 . this merger will create an enormous growth engine , providing great opportunities for our employees , shareholders and customers . as with any merger , some elimination of positions is almost inevitable , and one of our key tasks will be to identify the optimal structure of the new company . we hope to be able to address any need for work force reductions through attrition and hiring reductions . clearly , we cannot rule out involuntary separation , but dynegy is motivated to identify and retain the best talent from both organizations . i promise you that i will do everything i can to make this transition as smooth as possible .
as i said in my video , this is a day like no other in our company ' s history . we considered several options , but we believe that this merger with dynegy is the best option to help rebuild investor and market confidence , strengthen our balance sheet and preserve our core businesses .
i know you have a lot of questions about this transaction and about next steps . we have a list of frequently asked questions posted at . if you have additional questions , please submit them to questions @ enron . com . we will post updates as soon as we have answers to your questions . if you receive any calls from the media , please refer them to our media team at ( 713 ) 853 - 5670 .
i ask you to consider the enormously bright future of the newly formed company . rather than closing doors , we are opening new ones , as this deal enables the customers and shareholders of both companies to participate in the tremendous benefit of the combined enterprise , including our market reach , financial strength and industry experience . together , we will be a new merchant powerhouse .
and again , thank you for everything you have done for enron .
investors and security holders are urged to carefully read the joint proxy statement / prospectus regarding the proposed transactions when it becomes available , because it will contain important information . investors and security holders may obtain a free copy of the joint proxy statement / prospectus ( when it is available ) and other documents containing information about dynegy and enron , without charge , at the sec ' s web site at www . sec . gov . copies of the joint proxy statement / prospectus and the sec filings that will be incorporated by reference in the joint proxy statement / prospectus may also be obtained for free by directing a request to either : investor relations , dynegy inc . , 1000 louisiana , suite 5800 , houston , tx 77002 , phone : ( 713 ) 507 - 6400 , fax : ( 713 ) 507 - 6808 ; or investor relations , enron corp . , 1400 smith street , houston , tx 77002 , phone : ( 713 ) 853 - 3956 , fax : ( 713 ) 646 - 3002 .
in addition , the identity of the persons who , under sec rules , may be considered " participants in the solicitation " of dynegy and enron shareholders in connection with the proposed transactions , and any description of their direct or indirect interests , by security holdings or otherwise , are available in an sec filing under schedule 14 a made by each of dynegy and enron .