Message-ID: <19221728.1075861971616.JavaMail.evans@thyme> Date: Mon, 5 Nov 2001 13:03:04 -0800 (PST) From: stuart.ogg@weil.com To: legal <.taylor@enron.com> Subject: Re: Capital Contribution documentation Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: stuart.ogg@weil.com@ENRON X-To: Taylor, Mark E (Legal) X-cc: X-bcc: X-Folder: \MTAYLO1 (Non-Privileged)\Taylor, Mark E (Legal)\Archive\2001/11 X-Origin: Taylor-M X-FileName: MTAYLO1 (Non-Privileged).pst Once the agreement is signed, it would prohibit us from issuing the golden share, as well as the shares to ENA for enron online, unless we put that on the disclosure schedule. However, since I don't know that we can get a golden shareholder today, we should probably consider putting this on the disclosure schedule to the merger agreement. Is it problematic for you to disclose this to the other side? If so, we might be able to have the golden interest issued to an individual who can later transfer them to a coporate shareholder. Let me know what you think. "Taylor, Mark E (Legal)" on 11/05/2001 02:16:19 PM cc: Subject: Capital Contribution documentation Under normal circumstances we would not need an Enron Corp. resolution and in fact the Corporate Secretary and Treasury offices can handle moving the money around so we do not propose to do an Enron Corp. Board action unless you folks think it is absolutely necessary. The other resolutions we can get in place easily. I think Notre Dame agreement contains restrictions on what we can do with capital stock of subsidiaries after it is signed -- does that mean we need to issue the Golden Share today? Mark Taylor Vice President and General Counsel Enron Wholesale Services 1400 Smith Street - EB3892 Houston, Texas 77008 (713)853-7459 (713)646-3490 (fax) ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. Thank you. ********************************************************************** **********NOTE********** The information contained in this email message is intended only for use of the individual or entity named above. If the reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone (214-746-7700), and destroy the original message. Thank you.