Message-ID: <23546293.1075846369501.JavaMail.evans@thyme> Date: Fri, 11 Aug 2000 07:41:00 -0700 (PDT) From: richard.shapiro@enron.com To: david.haug@enron.com, james.bannantine@enron.com, diomedes.christodoulou@enron.com, james.noles@enron.com, rebecca.mcdonald@enron.com, richard.leibert@enron.com Subject: Project Summer/Desert Lightning:Regulatory Transfer Issues Cc: j.metts@enron.com, mitchell.taylor@enron.com, steven.kean@enron.com, joseph.sutton@enron.com, bill.gathmann@enron.com, cheryl.lipshutz@enron.com, mark.schroeder@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: j.metts@enron.com, mitchell.taylor@enron.com, steven.kean@enron.com, joseph.sutton@enron.com, bill.gathmann@enron.com, cheryl.lipshutz@enron.com, mark.schroeder@enron.com X-From: Richard Shapiro X-To: David Haug, James M Bannantine, Diomedes Christodoulou, James L Noles, Rebecca McDonald, Richard Leibert X-cc: J Mark Metts, Mitchell Taylor, Steven J Kean, Joseph W Sutton, Bill Gathmann, Cheryl Lipshutz, Mark Schroeder X-bcc: X-Folder: \Steven_Kean_Dec2000_1\Notes Folders\Project summer X-Origin: KEAN-S X-FileName: skean.nsf As the individual responsible within Enron Corp. for coordinating the analysis of regulatory transfer restriction issues in the above-referenced project, I wanted to give each of you a brief update, but more importantly, ask for your help in ensuring, as we move closer to the signing date, that we are fully coordinated on these issues and are prepared to act in a consistent and coordinated fashion across the regions as quickly as possible. Over the last several weeks, the regional general counsel offices, V&E (Bill Weiland), Skadden and myself have been talking to local counsel across the regions to make sure that we fully understand all of the regulatory transfer issues and that we also fully understand the implications of the regulatory transfer restrictions in the context of the "ABC" deal structure. We have now largely completed that process and the conclusions reached during that process have been memorialized in various documents, including the "ABC Matrix" that many, if not all of you, have seen. All that is remaining is confirmation on a South Korean competition agency issue and the completion of the analysis relative to the Wind assets in Europe regarding EU competition agency issues. Those two items should be completed by early next week. We have also recently begun the process of preparing documents that will be necessary for the approval of the transfer of Elektro in Brazil...which brings me to the second issue, coordination and preparation. Having reached a critical juncture with the completition of virtually all of the regulatory analysis, the next step is to plan for the announcement of the transaction...more specifically, ensuring that regulatory/governmental communication assignments for both pre and post announcement are fully agreed upon and understood by all... and that the process of drafting the necessary requests for regulatory approval documents is agreed upon and begun as soon as possible. To ensure that this all happens in a timely manner and with quality, I would like to request that one individual from each operating region and company be assigned as the point person so that I can have a single individual within each operating unit to go to that has the authority to put together the comprehensive regulatory transfer plan and the responsibility for assuring the execution of the plan, both during the periods of time leading up to signing and announcement and during the transition period leading up to closing. I would respectfully ask that the names of these individuals be communicated to me by close of business Wednesday, August 16, 2000 to provide us sufficient time to address the work that lies before us. I have taken the liberty of listing my suggestions for the responsible individuals (where I have suggestions) for the respective operating regions/companies, but these are only suggestions and I will defer to your choices. Thank you for your assistance and if you have any questions, feel free to contact me at extension 33407 in Houston or by pager at 888-740-9949. Enron South America Jose Bestard Enron Wind Eric B. Newell India Jane Wilson Apachi Mike Dahlke CALME ?