Message-ID: <20495105.1075844493257.JavaMail.evans@thyme>
Date: Mon, 11 Sep 2000 08:10:00 -0700 (PDT)
From: barton.clark@enron.com
To: mary.cook@enron.com
Subject: Your Raptor Memo
Cc: sara.shackleton@enron.com, richard.lydecker@enron.com, 
	stuart.zisman@enron.com
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Re the inquiries directed to me in your Raptor Memo distributed this 
afternoon, I understand that the option to purchase up to 535,715 shares of 
Catalytica Combustion Systems, Inc. Class B Preferred Stock granted under the 
Preferred Stock Purchase Agreement in the 1997 Catalytica transaction, as 
modified by the September 2000 Omnibus Agreement to provide for its cashless 
exercise for CCSI common stock only on a 1 for 1 basis ( assuming no 
adjustments for CCSI recapitalization and the like under the adjustment 
provisions in the Stock Purchase Agreement occur prior to the exercise ), is 
to be included in the Raptor transaction. I'm not sure I'm the party to say 
whether it should be or not, however. 

I noted in a memo received earlier today from Stuart Zisman that the option 
shares were not included in the shareholdings total in that memo, and perhaps 
a separate memo will be prepared for the option itself as it is my 
understanding the option or the shares underlying it are part of our 
valuation of the CCSI holdings. I was advised prior to finalizing the Omnibus 
Agreement that the CCSI shares and the option are held by Sundance Assets, 
L.P., an Enron affiliate and transferee from Enron Ventures, Inc. ( the party 
to the 1997 Stock Purchase Agreement).

The Stock Purchase Agreement, the Omnibus Agreement and CCSI's pending form 
S-1 registration statement ,filed last week with the SEC, and CCSI's parent's 
form of merger proxy statement, also filed with the SEC last week, all have 
been forwarded to Sara. The SEC filings were required in connection with the 
contemplated spin off of Cataltyca's CCSI holdings to Cataltyica's 
stockholders in connection with the acquisition of Cataltyica by DSM, 
anticipated to be closed by year end or shortly thereafter. 

Please call if you need further information with respect to your Raptor Memo.