In re Enron Corp.

Full title: In re ENRON CORP., et al., Chapter 11, Debtors

Court: United States Bankruptcy Court, S.D. New York

Date published: Jun 23, 2005

Case No. 01-16034 (AJG), Jointly Administered (Bankr. S.D.N.Y. Jun. 23, 2005)

Opinion

Case No. 01-16034 (AJG), Jointly Administered.

June 23, 2005

Martin J. Bienenstock (MB 3001), Brian S. Rosen (BR 0571), Sylvia Mayer Baker (Pro Hac Vice), WEIL, GOTSHAL MANGES LLP, New York, New York, Attorneys for the Debtors.

FIRST SUPPLEMENTAL ORDER GRANTING REORGANIZED DEBTORS' EIGHTY-THIRD OMNIBUS OBJECTION TO PROOFS OF CLAIM (EMPLOYEE CLAIMS RELATED TO NON-QUALIFIED BENEFIT PLANS)

ARTHUR GONZALEZ, Bankruptcy Judge

Upon consideration of the Debtors' Eighty-Third Omnibus Objection to Proofs of Claim (Employee Claims Related to Non-Qualified Benefit Plans), dated March 11, 2005 (the "Objection"),¹ seeking the entry of an order (a) disallowing and expunging, (b) reducing and allowing, (c) reclassifying and allowing, (d) liquidating and allowing, (e) reducing, (e) reclassifying, (f) liquidating, and/or (g) correcting the Debtor with respect to certain claims (collectively, the "NQB Plan Claims"), pursuant to section 502(a) of title 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), as identified on Exhibits A through E attached hereto, and subject to the Reorganized Debtors' reservation of rights to (i) object to the validity, allowance, classification and priority and/or (ii) seek payment of any deficiency after offset of certain of the NQB Plan Claims identified on Exhibits A through E as modified, or to assert counterclaims against the holders of such NQB Plan Claims, or their assignees, on other grounds at a later date, including but not limited to, objections arising under sections 502(d) and 510 of the Bankruptcy Code; and it appearing that the treatment of the NQB Plan Claims identified on Exhibits A and B, as reflected therein, is in the best interests of the Reorganized Debtors, their creditors and all parties in interest; and it appearing that the response filed to the Objection with respect to Claim No. 1364700 identified on Exhibit A has been withdrawn; and it appearing that the claims identified onExhibit C attached hereto should be disallowed and expunged in their entirety; and it appearing that the claims identified onExhibit D attached hereto have been adjourned to July 28, 2005 at 10:00 (EDT); and it appearing that the claim identified onExhibit E attached hereto has been adjourned to August 11, 2005 at 10:00 (EDT); and good and sufficient notice having been provided in accordance with Bankruptcy Rule 3007 and the Court's Second Amended Case Management Order Establishing, Among Other Things, Noticing Electronic Procedures, Hearing Dates, Independent Website and Alternative Methods of Participation at Hearings, dated December 17, 2002, and to all the claimants (and their attorneys, if known) listed on Exhibits A through E attached hereto, at the addresses set forth on the respective NQB Plan Claims; and it appearing that no other or further notice need be provided; and the Court having reviewed the Objection and having heard the statements of counsel in support of the relief requested therein at a hearing before the Court (the "Hearing"); and the Court having determined that the legal and factual bases set forth in the Objection and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is

1 Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Objection.

ORDERED that, pursuant to section 502(a) and (b) of the Bankruptcy Code, the NQB Plan Claims identified on Exhibit A shall be, to the extent applicable, reduced, reclassified and/or liquidated in the amounts and priorities specified therein and the Debtor shall be corrected, but such claims shall not be allowed at this time, and such claims are subject to the Reorganized Debtors' reservation of rights to object to the validity, allowance, classification and priority of such claims, as modified therein, or to assert counterclaims against the holders of such NQB Plan Claims or their assignees on other grounds at a later date, including, but not limited to, objections arising under sections 502(d) and 510 of the Bankruptcy Code, and it is further

ORDERED that, pursuant to section 502(a) and (b) of the Bankruptcy Code, the NQB Plan Claims identified on Exhibit B shall be, to the extent applicable, modified, reduced, reclassified and/or liquidated and allowed, in the amounts and priorities specified and in the appropriate Debtors' estates as set forth therein, and it is further

ORDERED that, pursuant to section 502(a) of the Bankruptcy Code, the NQB Plan Claims identified on Exhibit C, which arise under the Houston Natural Gas Corporation and Subsidiaries Executive Post-Retirement Supplemental Benefit Agreements, each dated May 20, 1983 (collectively, the "ESB Agreements"), and any other prepetition claims arising under the ESB Agreements, shall be disallowed and expunged in their entirety as set forth therein; provided, however, that Enron Corp. shall continue to pay the insurance premiums for the benefit of the claimants identified on Exhibit C in accordance with their respective ESB Agreements; and it is further

ORDERED that the NQB Plan Claims identified on Exhibit D and E shall be adjourned to July 28, 2005 at 10:00 a.m. (EDT) and August 11, 2005 at 10:00 a.m. (EDT), respectively; and it is further

ORDERED that the Reorganized Debtors reserve all rights to collect any deficiency owed by any claimant based upon an offset of amounts the claimant owed to the Debtors; and it is further

ORDERED that nothing in this Order shall affect any claim, or any portion thereof, other than the NQB Plan Claims identified onExhibits A through E.

Exhibit A Eighty-Third Omnibus Objection Modify Without Allowance Claim Date Docketed Claimed Modified Modified Remaining Amount Resolution Claimant Number Filed Legal Entity Amount CC ^_ Legal Entity Amount CC ^fn_ Left To Process CC ^fn_ Total Claims and Amount Filed: 3 $1,587,784.00 Total Amount Modified: $848,915.64 Exhibit B Eighty-Third Omnibus Objection Modify and Allow Claim Date Docketed Claimed Allowed Allowed Remaining Amount Resolution Claimant Number Filed Legal Entity Amount CC ^fn_ Legal Entity Amount CC ^fn_ Left To Process CC ^fn_ Total Claims and Amount Filed: 6 $0.00 Total Amount Allowed: $795,352.00 Exhibit C Eighty-Third Omnibus Objection Disallow and Expung Claim Date Docketed Objected to Remaining Amount Resolution Claimant Number Filed Legal Entity Amount ^fn_ Left To Process CC ^fn_ Total Claims and Amount Filed: 6 $0.00 Exhibit D Eighty-Third Omnibus Objection Adjourned to July 28, 2005 Modified or Modified or Claim Date Docketed Claimed Remaining Amount Claimant Resolution CC ^fn_ Allowed Allowed CC ^fn_ CC ^fn_ Number Filed Legal Entity Amount Legal Entity Amount Left To Process Total Claims and Amount Filed: 8 $29,376,638.98 Total Amount Allowed: $28,111,694.85 Exhibit E Eighty-Third Omnibus Objection Ajourned to August 11, 2005 Claim Date Docketed Claimed Modified or Modified or Remaining Amount Resolution Allowed Allowed Claimant Number Filed Legal Entity Amount CC ^fn_ Legal Entity Amount CC ^fn_ Left To Process CC ^fn_

_ Classification: S=Secured; P=Priority; U=Unsecured; A=Administrative; ? = Undetermined

Date: 06/21/2005 Time: 10:52:38 AM BAZELIDES PHILIP J 1364700 10/15/2002 REDUCE AMOUNT WITHOUT CORP $1,486,958.00 U CORP $823,224.40 U N/A EMP NAME: BAZELIDES, PHILIP J (PHIL) ALLOWANCE 631 LEE SHORE LANE HOUSTON, TX 77079 TAYLOR MARK E 1813112 10/15/2002 CHANGE AMOUNT WITHOUT CORP $0.00 U CORP $2,151.09 U N/A EMP NAME: TAYLOR, MARK E ALLOWANCE 279 E 44TH ST APT 148 NEW YORK, NY 10017 THORN, TERENCE H 1800700 10/15/2002 REDUCE AMOUNT WITHOUT CORP $100,826.00 U CORP $23,540.15 U N/A EMP NAME: THORN, TERENCE H ALLOWANCE 5028 TANGLE LN HOUSTON, TX 770562114 Date: 06/21/2005 Time: 10:52:38 AM CONERLY RICHARD P 659603 10/07/2002 CHANGE AMOUNT AND CORP $0.00 U CORP $246,477.00 U N/A EMP NAME: CONERLY, RICHARD P ALLOW 22 WEBSTER OAKS DRIVE WEBSTER GROVES, MO 63119 FECHTER JOHN P 531801 09/26/2002 CHANGE AMOUNT AND CORP $0.00 U CORP $114,144.00 U N/A EMP NAME: FECHTER, JOHN P ALLOW 5374 KENRICK PARKS DRIVE SAINT LOUIS, MO 63119 KRUEGER HENRY E 1945901 10/15/2002 CHANGE AMOUNT AND CORP $0.00 U CORP $31,131.00 U N/A EMP NAME: KRUEGER, HENRY E ALLOW 12537 ALSWELL LANE SAINT LOUIS, MO 63128 LYNCH JOHN F 742502 10/08/2002 CHANGE AMOUNT AND CORP $0.00 U CORP $168,752.00 U N/A EMP NAME: LYNCH, JOHN F ALLOW 14163 WOODS MILL COVE CHESTERFIELD, MO 63017 RENSHAW EDWARD 660801 10/07/2002 CHANGE AMOUNT AND CORP $0.00 U CORP $91,833.00 U N/A EMP NAME: RENSHAW, EDWARD ALLOW 710 S HANLEY RD #21-D SAINT LOUIS, MO 63105 TOBIN, ANTHONY G. 131702 03/11/2002 CHANGE AMOUNT AND CORP $0.00 U CORP $143,015.00 U N/A EMP NAME: TOBIN, ANTHONY G ALLOW PO BOX 860 PLACIDA, FL 33946-0860 Date: 06/21/2005 Time: 10:53:55 AM CC CONERLY RICHARD P 659604 10/07/2002 CHANGE AMOUNT AND ALLOW CORP $0.00 U N/A EMP NAME: CONERLY, RICHARD P 22 WEBSTER OAKS DRIVE WEBSTER GROVES, MO 63119 FECHTER JOHN P 531802 09/26/2002 CHANGE AMOUNT AND ALLOW CORP $0.00 U N/A EMP NAME: FECHTER, JOHN P 5374 KENRICK PARKS DRIVE SAINT LOUIS, MO 63119 KRUEGER HENRY E 1945902 10/15/2002 CHANGE AMOUNT AND ALLOW CORP $0.00 U N/A EMP NAME: KRUEGER, HENRY E 12537 ALSWELL LANE SAINT LOUIS, MO 63128 LYNCH JOHN F 742503 10/08/2002 CHANGE AMOUNT AND ALLOW CORP $0.00 U N/A EMP NAME: LYNCH, JOHN F 14163 WOODS MILL COVE CHESTERFIELD, MO 63017 RENSHAW EDWARD 660802 10/07/2002 CHANGE AMOUNT AND ALLOW CORP $0.00 U N/A EMP NAME: RENSHAW, EDWARD 710 S HANLEY RD #21-D SAINT LOUIS, MO 63105 TOBIN, ANTHONY G. 131701 03/11/2002 CHANGE AMOUNT AND ALLOW CORP $0.00 U N/A EMP NAME: TOBIN, ANTHONY G PO BOX 860 PLACIDA, FL 33946-0860 Date: 06/21/2005 Time: 10:54:18 AM BENTLEY II, DONALD CLAYTON 114500 02/28/2002 SETOFF APPLIED AND CORP $28,541.00 P N/A EMP NAME: BENTLEY, DONALD C (CLAY) REDUCED TO $0 3915 HAPPY VALLEY RD LAFAYETTE, CA 94549 HARRISON, KEN 2390501 08/28/2003 CORRECT DEBTOR, REDUCE PORTLAND $7,682,153.00 U PORT $7,560,927.00 U N/A EMP NAME: HARRISON, KENNY AMOUNT, AND ALLOW GEN HO TRANS CO. 2014 MILL CREEK RD WALLA WALLA, WA 99362 HARRISON, KEN 2390502 08/28/2003 CORRECT DEBTOR AND PORTLAND $11,580,110.43 U CORP $11,580,110.43 U N/A EMP NAME: HARRISON, KENNY ALLOW GEN HO 2014 MILL CREEK RD WALLA WALLA, WA 99362 HERMANN ROBERT J 532901 09/26/2002 REDUCE AMOUNT WITHOUT CORP $972,698.00 U CORP $501,163.44 U N/A EMP NAME: HERMANN, ROBERT J (BOB) ALLOWANCE 4002 SOUTH OAK CIRCLE SUGAR LAND, TX 77479-0000 HERMANN ROBERT J 532902 09/26/2002 REDUCE AMOUNT WITHOUT CORP $635,867.00 U CORP $116,424.16 U N/A EMP NAME: HERMANN, ROBERT J (BOB) ALLOWANCE 4002 SOUTH OAK CIRCLE SUGAR LAND, TX 77479-0000 HERMANN ROBERT J 532903 09/26/2002 CHANGE AMOUNT WITHOUT CORP $0.00 U CORP $25,719.82 U N/A EMP NAME: HERMANN, ROBERT J (BOB) ALLOWANCE 4002 SOUTH OAK CIRCLE SUGAR LAND, TX 77479-0000 JOSEPH M. HIRKO 2388901 09/02/2003 CORRECT DEBTOR, REDUCE PORTLAND 2,395,000.00 U CORP $2,379,022.00 U N/A EMP NAME: HIRKO, JOSEPH AMOUNT WITHOUT GEN HO 16915 NW BRUGGER ROAD ALLOWANCE PORTLAND, OR 97229 JOSEPH M. HIRKO 2388902 09/02/2003 CORRECT DEBTOR, REDUCE PORTLAND $6,082,269.55 U PORT $5,948,328.00 U N/A EMP NAME: HIRKO, JOSEPH AMOUNT WITHOUT GEN HO TRANS CO. 16915 NW BRUGGER ROAD ALLOWANCE PORTLAND, OR 97229 Date: 06/21/2005 Time: 10:54:36 AM BHATNAGAR, SANJAY 1858302 10/15/2002 CORRECT DEBTOR, CORP $5,395,246.00 P ENR INTL $5,395,246.00 U N/A EMP NAME: BHATNAGAR, SANJAY RECLASSIFY WITHOUT 101 W 79TH ST., SUITE 24A ALLOWANCE NEW YORK, NY 10024 Total Claims and Amount Filed: 1 $5,395,246.00 Total Amount Allowed: $5,395,246.00