Subject: Status - Project EWE II
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Wed, 8 Mar 2000 10:04:00 -0800 (PST)

The information books should be in everyone's hands by about 8:30 Thursday 
morning.  Let me know if you have any trouble getting your copy.  Michael 
Ratner is now building a baseline economic model for each of the four (4) 
assets using data presented in the information memoranda.  Once the model 
works, we will be able to modify the data to run various cases for various 
asset combinations.  We need to identify all synergies and any other areas of 
special consideration that could impact our valuation (i.e. does ownership of 
Minnegasco provide any strategic opportunities, any value in the AC line 
access to northeast pipelines, etc.)  

You should soon receive another smaller packet from Merrill Lynch describing 
two different deal structures for our consideration - one is a "prepaid 
lease" arrangement, the other a "leveraged partnership". 

I am trying to set up a meeting with Robert Eichenroht to discuss PUHCA 
issues and how this deal would be impacted if we were to include either the 
Arkla LDC or Minnegasco package. 

Non-binding EOI's are due next Wednesday and time is short.  Bill Cordes will 
be in Houston next Tuesday and we have tentatively scheduled a group meeting 
for 8:00 AM.  [Location not yet confirmed, but we will try for a video conf. 
room so Omaha can participate.]  Please mark your calendars.

JNG