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ENRON CORP et al v DYNEGY INC ET AL Click to find out why . . .



Keywords & Phrases
CaseNo: ECEAVDIEA165226, CourtName: MISC 2, Plaintiff: ENRON CORP et al, UniqueCaseRef: LCD>ECEAVDIEA165226, State: NY New York, Enron, Dynegy, Houston, Witnesses, Discovery, Merger Agreement, Proceeding, Judge Harmon, District, York, Disclosure, Financials, Bankruptcy, Motion, United States, Testimony, Transfer Venue, Material Adverse, Southern District, Misrepresentations, Adversary Proceeding, Officer, Substantially Overlap, Texas, Counterclaim, Diligence, Danilow Aff, Fullenweider, Representations, Exhibit, Merger, Agreement, Hereto, Chief, President, Judge, Negotiations, Executives, Declaration, Vice President , ContentID: 120252028

Case Documents
1   ROSENFELD AFFIDAVIT
[ see first page and extracted highlights below  ] ItemID: 126631
3 pages
PDF
3   MEMORANDUM OF LAW (REPLY
[ see first page and extracted highlights below  ] ItemID: 126628
40 pages
PDF
4   FULLENWEIDER DECLARATION
[ see first page and extracted highlights below  ] ItemID: 126627
8 pages
PDF
13 2002-04-12 MINUTE ORDER
[ see first page and extracted highlights below  ] ItemID: 126629
2 pages
PDF
Total Documents: 13 documents , 64 pages
Price: $ 79.95


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1 . ROSENFELD AFFIDAVIT

EXTRACTED KEY WORDS
TRANSCRIPT
DYNEGY
DANILOW
EXHIBIT
REPORT
ROSENFELD
YORK
UNITED STATES
INVESTORS SERVICE
HERETO
TESTIMONY
DIAZ
PAUL
WEISS
RIFKIND
WHARTON
GARRISON
DECLARATION
PURSUANT
MOTION
PRODUCING
GOVERNMENTAL AFFAIRS
UNITED STATES SENATE
RATING
UNOFFICIAL TRANSCRIPT
NIGHTLY BUSINESS REPORT
JOHN DIAZ
MANAGING
VIDEO RECORDING
PAUL, WEISS, RIFKIND,
  WHARTON & GARRISON
Steven B. Rosenfeld (SB 9539)
Stephen J. Shimshak (SS 8822)
Marc Falcone (MF 5249)
1285 Avenue of the Americas
New York, New York  10019
Telephone  (212) 373-3000

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK


In re                                       Case No. 01-16034 (AJG)
                                            (Chapter 11)
ENRON CORP., ET AL.,
                                            Jointly Administered

ENRON CORP. AND ENRON
TRANSPORTATION SERVICES CO.,                Adversary Proceeding
                             Plaintiffs,    No. 01-03626

                       - against -
DYNEGY INC. and DYNEGY
HOLDINGS, INC.,
                             Defendants.




                        REPLY DECLARATION OF STEVEN B. ROSENFELD





Doc#: NY6: 187114_2



                       Steven B. Rosenfeld declares under penalty of perjury, pursuant to 28 U.S.C.

1746, as follows:

          1.           As set forth in ¶ 24 of the Affidavit of Greg A. Danilow in support of

opposition to Dynegy's Motion to Transfer, counsel for Dynegy and Enron met on February 20,

2002, pursuant to Federal Rule of Civil Procedure 26(f), at the offices of Paul, Weiss, Rifkind,
SNIPPETS:
  • PAUL, WEISS, RIFKIND, WHARTON & GARRISON
  • New York, New York 10019 Telephone 373-3000
  • ENRON CORP., ET AL.,
  • - against -DYNEGY INC. and DYNEGY
  • REPLY DECLARATION OF STEVEN B. ROSENFELD
  • Steven B. Rosenfeld declares under penalty of perjury, pursuant to 28 U.S.C.
  • I telephoned Mr. Danilow to inquire as to its status.
  • Enron could not give assurances of producing all its relevant documents on the
  • Governmental Affairs of the United States Senate on March 20, 2002 entitled "Rating the
  • Law in Support of Motion to Transfer Venue accurately reflect the testimony of the quoted
  • The testimony of John Diaz, Managing Director of Moody's
  • that appears on page 39 of the unofficial transcript was not correctly
  • The testimony actually given by Mr. Diaz, as it appears on the video recording I
  • viewed, is accurately reported in a transcript of the "Nightly Business Report," dated March
  • 2002 "Nightly Business Report" transcript is attached hereto as Exhibit B.
  • Director of Moody's Investors Service, before the Committee on Governmental Affairs of the

  • 3 . MEMORANDUM OF LAW (REPLY)

    EXTRACTED KEY WORDS
    DYNEGY
    HOUSTON
    WITNESSES
    DISCOVERY
    MERGER AGREEMENT
    PROCEEDING
    COURT
    JUDGE HARMON
    YORK
    DISCLOSURE
    FINANCIALS
    BANKRUPTCY
    DISTRICT
    LAW
    MOTION
    UNITED STATES
    TRANSFER VENUE
    MATERIAL ADVERSE
    TESTIMONY
    MISREPRESENTATIONS
    SOUTHERN DISTRICT
    SUBSTANTIALLY OVERLAP
    ADVERSARY PROCEEDING
    COUNTERCLAIM
    DEFENDANTS
    DILIGENCE
    DANILOW AFF
    FULLENWEIDER
    REPRESENTATIONS
    
    UNITED STATES BANKRUPTCY COURT
    SOUTHERN DISTRICT OF NEW YORK
    
    
    In re                                                  Case No. 01-16034 (AJG)
                                                           (Chapter 11)
    ENRON CORP., ET AL.,
                                                           Jointly Administered
    
    ENRON CORP. and ENRON
    TRANSPORTATION SERVICES CO.,                           Adversary Proceeding
                                 Plaintiffs,               No. 01-03626
    
                           - against -
    DYNEGY INC. and DYNEGY
    HOLDINGS, INC.,
                                 Defendants.
    
    
                           DYNEGY'S REPLY MEMORANDUM OF LAW IN
                           SUPPORT OF MOTION TO TRANSFER VENUE
    
    
    
                                          PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                                          Steven B. Rosenfeld (SR 9539)
                                          Stephen J. Shimshak (SS 8822)
                                          Marc Falcone (MF 5249)
                                          1285 Avenue of the Americas
                                          New York, New York  10019-6064
                                          Telephone (212) 373-3000
    
    
    
    
    
    Doc#: NY6: 184550_3
    
    
    
                                                    TABLE OF CONTENTS
    
                                                                                                       
    
    PRELIMINARY
    
    ARGUMENT............................................................................................
    
    I.         THIS COURT SHOULD DECIDE THIS MOTION UNDER 28 U.S.C.
    
    SNIPPETS:
  • UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
  • ENRON CORP. and ENRON
  • DYNEGY'S REPLY MEMORANDUM OF LAW IN
  • SUPPORT OF MOTION TO TRANSFER VENUE
  • MOST OF THE DISCOVERY IN THIS CASE WILL INVOLVE WITNESSES IN HOUSTON AND WILL SUBSTANTIALLY
  • IN THE CASES BEFORE JUDGE HARMON
  • TRANSFER TO HOUSTON WILL NOT DELAY THE TRIAL OF THIS
  • THIS CASE IS A "NON-CORE" PROCEEDING, IN WHICH DYNEGY IS
  • Defendants Dynegy Inc. and Dynegy Holdings, Inc. (collectively,
  • Dynegy's expedited motion to transfer venue of this state law adversary proceeding (the
  • as portrayed in the congressional testimony of one
  • Dynegy is entitled to take discovery to show that it was
  • deceived, just as the ratings agencies were, by material misrepresentations and breaches
  • of warranty in the Merger Agreement concerning the accuracy of Enron's financial
  • Enron claims "qualified" those representations and warranties (a Form 8-K,
  • 10-Q and a Disclosure Letter) were themselves materially false and misleading.
  • (Fullenweider Reply Decl.
  • case on February 4, 2002, containing no such counterclaim.
  • THE "CRITICAL ISSUES" IDENTIFIED BY ENRON ITSELF SHOW THAT MOST OF THE DISCOVERY IN THIS CASE
  • found in its October 2001 due diligence, and what misrepresentations,
  • What the 8-K (Danilow Aff.
  • G, at 1) actually said was that "as a result" of the forthcoming restatement of those
  • the $3.5 billion threshold for an "Enron Material Adverse Effect" to be "deemed to have

  • 4 . FULLENWEIDER DECLARATION

    EXTRACTED KEY WORDS
    ENRON
    OFFICER
    DYNEGY
    TEXAS
    DISTRICT
    MERGER
    AGREEMENT
    CHIEF
    PRESIDENT
    EXHIBIT
    SOUTHERN DISTRICT
    COUNSEL
    JUDGE
    NEGOTIATIONS
    EXECUTIVES
    UNITED STATES
    COURT
    ADVERSARY PROCEEDING
    VICE PRESIDENT
    HERETO
    ARTHUR
    RESIDE
    CHIEF ACCOUNTING OFFICER
    DEFENDANTS
    DECLARATION
    PARTICIPANT
    CHAIRMAN
    HEADQUARTERS
    CLASS ACTION
    
    PAUL, WEISS, RIFKIND,
      WHARTON & GARRISON
    Steven B. Rosenfeld (SB 9539)
    Stephen J. Shimshak (SS 8822)
    Marc Falcone (MF 5249)
    1285 Avenue of the Americas
    New York, New York  10019
    Telephone  (212) 373-3000
    
    UNITED STATES BANKRUPTCY COURT
    SOUTHERN DISTRICT OF NEW YORK
    
    
    In re                                        Case No. 01-16034 (AJG)
                                                 (Chapter 11)
    ENRON CORP., ET AL.,
                                                 Jointly Administered
    
    ENRON CORP. AND ENRON
    TRANSPORTATION SERVICES CO.,                 Adversary Proceeding
                                 Plaintiffs,     No. 01-03626
    
                           - against -
    DYNEGY INC. and DYNEGY
    HOLDINGS, INC.,
                                 Defendants.
    
    
    
    
                                 DECLARATION OF KEITH FULLENWEIDER
    
    
    
    
    
    Doc#: NY6: 165009.1
    
    
    
                           Keith Fullenweider declares under penalty of perjury, pursuant to 28 U.S.C.
    
    1746, as follows:
    
               1.          My name is Keith Fullenweider.  I am Senior Vice President and Deputy General
    
    Counsel of Dynegy, Inc., defendant in Adversary Proceeding No. 01-03626, Enron Corp. et al.
    
    v.  Dynegy Inc.  et al., now pending before Judge Arthur J. Gonzalez in the United States
    
    SNIPPETS:
  • UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
  • ENRON CORP., ET AL.,
  • - against -DYNEGY INC. and DYNEGY
  • DECLARATION OF KEITH FULLENWEIDER
  • Counsel of Dynegy, Inc., defendant in Adversary Proceeding No. 01-03626, Enron Corp. et al.
  • now pending before Judge Arthur J. Gonzalez in the United States
  • Bankruptcy Court for the Southern District of New York.
  • Adversary Proceeding to the United States District Court for the Southern District of Texas
  • Dynegy and Enron on November 9, 2001 (the "Merger Agreement").
  • Houston, Texas.
  • the Houston offices of Chevron/Texaco (Dynegy's largest stockholder and a participant in some
  • of the negotiations); the Houston residence of Kenneth Lay,
  • Board and Chief Executive Officer; and several hotels and restaurants in downtown Houston.
  • Services Company Chairman Stan Horton, Enron Vice Chairman Mark Frevert, Enron managing
  • director Mark Muller, Enron Chief Accounting Officer Rick Causey, Enron managing director
  • Tim Detmerring, Enron Treasurer Ben Glisan, Enron managing director Jeff Donahue, President
  • Dynegy Executive Vice President of Strategic Investments
  • or Dynegy in Houston at the time of the negotiations, and all continue to reside in the
  • and attached as Exhibit A to this Declaration.
  • to this Adversary Proceeding are located at the companies' respective headquarters in Houston,
  • The Dynegy executives who provided advice and recommendations to the
  • On December 11, 2001, defendants removed the
  • District Judge Melinda Harmon granted Dynegy's motion to remand the case to the state
  • case was resolved with an agreed judgment, a true and correct copy of which is attached hereto
  • A true and correct copy of Amalgamated's class action

  • 13 . MINUTE ORDER

    EXTRACTED KEY WORDS
    ESQ
    COMMITTEE
    UNSECURED CREDITORS
    UNITED STATES BANKRUPTCY
    STATES BANKRUPTCY COURT
    SOUTHERN DISTRICT
    YORK
    TIMOTHY
    HOEFFNER
    PAUL
    WEISS
    RIFKIND
    WHARTON
    GARRISON
    MATHEW
    MILBANK
    HADLEY
    MCCLOY
    ORAL FINDINGS
    RELIEF
    MOTION
    INTERVENE
    
                UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
                                                    Minutes of Proceedings
    __________________________________________________________
    Date: April 12, 2002
    
    In re:
    
                 In re ENRON CORP., et al.,                                                            
    JG)
    
                                                                                                       
                                     Debtors
    
                 ENRON CORP., AND ENRON TRANSPORTATION SERVICES CO.,
                                                                                                       
                                     Plaintiff,                                                        
    
                 v.
                     DYNEGY INC. and DYNEGY HOLDINGS, INC.,
                                    Defendants.
    
    Present: Hon. Arthur J. Gonzalez                                                                   
                         Bankruptcy Judge              Courtroom Deputy                        Court
    
    1. Plaintiff:             ENRON CORP., AND ENRON TRANSPORTATION SERVICES CO
                              Counsel: Timothy E. Hoeffner, Esq.
                              Weil, Gotshal & Manges LLP
    2. Defendant:             DYNEGY INC. and DYNEGY HOLDINGS, INC
                              Counsel: Claudia Tobler, Esq.
                              Paul, Weiss, Rifkind, Wharton & Garrison
      3. Official Committee of Unsecured Creditors
                              Counsel: Mathew B. West, Esq.
                              Milbank, Tweed, Hadley & McCloy
    ________________________________________________________________________________________
    
     Proceedings:   : Oral findings and conclusions made of record
     Orders:               Based upon the record at the hearing held on April 12, 2002,
                              :  Relief sought in the  Official Committee of Unsecured Creditors'
                              9  Granted                :  Denied
                              9 Taken under advisement                            9  Other
                              9 Other
    
    
                                                                                               FOR THE
                                                                                               Kathleen
     s/Arthur J. Gonzalez                                          April 12, 2002 By:   Jacqueline De
    United States Bankruptcy Judge                                            Date                     
    
    
    
    SNIPPETS:
  • UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
  • Counsel: Timothy E. Hoeffner, Esq.
  • Paul, Weiss, Rifkind, Wharton & Garrison
  • Official Committee of Unsecured Creditors
  • Counsel: Mathew B. West, Esq.
  • Milbank, Tweed, Hadley & McCloy
  • Proceedings:: Oral findings and conclusions made of record
  • : Relief sought in the Official Committee of Unsecured Creditors' motion to intervene:
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