OUSTON,
Feb. 16 — When James Alexander tried seven years ago to warn Enron (news/quote)'s
chief executive, Kenneth L. Lay, that the company was on a perilous
path, he anticipated fireworks and quick action.
Meeting with Mr. Lay, he described perceived conflicts of interest
between Enron and the affiliated company he worked for, Enron Global
Power and Pipelines, which had been formed in part to keep high-debt
assets like power plants off Enron's balance sheet.
Mr. Alexander recounted assertions of accounting irregularity that
were swirling within Enron and stories of deal makers enriching
themselves to the company's detriment — concerns that, while not
precisely those that eventually brought Enron down, now seem acutely
parallel.
"I expected his response would be, `My God, Jim, we've got to do
something about this,' " said Mr. Alexander, who at the time was
president of Global Power. Instead, he recalled, Mr. Lay unemotionally
said he would have Enron's president look into the matter, and then
quickly asked that his next appointment be ushered in.
Other former executives of Enron Global Power say that Mr. Alexander
was overanxious — that conflicts were disclosed and that strong
oversight by outside board members, including Brent Scowcroft, the
retired general and presidential adviser, protected investors'
interests.
But they agree that Global Power's brief life — it was spun off by
Enron in 1994 and reacquired in 1997 — was an early example of Enron's
aggressive financial techniques. The company, they said, was a precursor
to the deal making that, without adequate checks and balances, set Enron
on its path to collapse.
"We were the dead canary in the coal mine," Mr. Alexander
said.
Enron set up Global Power as a separate, publicly traded company that
would buy its portfolio of power plants and pipelines in developing
countries. Mr. Alexander, a financial consultant who worked with Enron
to create the company, was initially the chief financial officer.
Accounting principles generally prohibit a company from basing its
profits on sales to a subsidiary. But Mr. Alexander's (news/quote)
team worked closely with Enron's accounting firm, Arthur Andersen, and
its main law firm, Vinson & Elkins, to create a corporate structure
that allowed Enron to own 52 percent of the stock of Enron Global Power
and Pipelines while maintaining that the unit was independent enough to
characterize the sales as profit-making transactions.
"That was the needle we had to thread," Mr. Alexander said.
"How do you have a major interest without having control?"
The partnerships that Enron created in the late 1990's, which also
shifted assets off its books, posed the same challenge. In those cases,
Enron assured itself of control by putting its own executives in charge.
In at least one instance, Enron's board waived the company's code of
ethics to allow the chief financial officer, Andrew S. Fastow, to manage
a partnership that made numerous deals with the company.
Global Power operated with tighter strictures. A three-member
committee of outside board members was expected to pass judgment on its
deals with Enron. And the committee members had solid credentials:
General Scowcroft had served as national security adviser in the
administrations of Gerald R. Ford and the senior George Bush; George S.
Slocum was the former chief executive of Transco Energy, and Thomas C.
Theobald, was a former vice chairman of Citibank and chief executive of
Continental Bank (news/quote)
in Chicago.
Still, from the outset, Global Power investors were warned that the
company's dealings with Enron would be at less than arm's length.
"Enron will control the Company and will have extensive ongoing
relationships with the company," the prospectus for Global Power's
initial stock offering read. "Certain conflicts of interest exist
and may arise in the future as a result of these relationships."
Mr. Alexander said he was comfortable that the arrangement could be
understood by a reasonably intelligent investor. But he still considered
it his responsibility that the company, which most employees referred to
by its stock symbol — EPP — protect its non-Enron shareholders in
any deals it struck.
And that made for friction. He recalled an unpleasant flight to
Buenos Aires on Enron's corporate jet early in 1995, when he was trying
to explain his position to Richard D. Kinder, then Enron's president.
"I started to say, `Rich, from the point of view of EPP, we. . .
." But Mr. Alexander said that he was never able to finish the
sentence and that Mr. Kinder began shouting at him. "He said, `Me!
My!' That's the problem with this company — everybody's saying `Me!
My!' " Mr. Alexander recalled. This went on for more than an hour,
he said, adding, "This was my first taste that this was not going
to be an easy ride."
Through a spokesman, Mr. Kinder, who left Enron in 1996 and is now
chairman of Kinder Morgan (news/quote),
an energy company in Houston, declined to comment on the discussion.
On other occasions, Mr. Alexander said he found himself fighting over
deals with the top executives of Global Power as if they were Enron
executives. "You'd better take your EPP hat off," he said one
executive told a colleague, "and put on your Enron hat."
Similar conflicts arose in Enron's dealings with its partnerships,
according to records released last week by Congressional investigators.
Last March, the records show, Jeffrey McMahon, then Enron's
treasurer, complained to the company's chief executive, Jeffrey K.
Skilling, that Mr. Fastow "wears two hats" as both Enron's
chief financial officer and the man who controlled some of the
partnerships in question.
In notes he scribbled before meeting with Mr. Skilling, his boss, Mr.
McMahon added that he felt pressured to act against the interests of
Enron shareholders.
Mr. Alexander took his concerns directly to Mr. Lay in a face-to-face
meeting early in 1995.
In addition to his perception of conflicts between the interests of
Global Power and Enron, Mr. Alexander said he told Mr. Lay what he had
heard about deal makers in a unit that built power projects around the
world setting the value of those projects in ways that increased their
compensation. He also told him about an accounting mechanism that was
said to improperly keep the costs of failed bids off Enron's books.
Mr. Lay, he said, greeted his claims dispassionately: "He said,
`Gee, Jim, I guess I'll have to call Rich on this,' " referring to
Mr. Kinder. The meeting was over in less than 15 minutes.
Kelly Kimberley, a spokeswoman for Mr. Lay, who has resigned all his
posts at Enron, said that his "practice was to see that concerns
brought forward were properly investigated or addressed." She
added, "We're not going to discuss on a case-by- case basis claims
by employees." A spokesman for Enron, John Ambler, said that
nothing improper took place in any dealings between Enron and Global
Power.
To Mr. Alexander, the only tangible result of the visit was that
within weeks, Enron started siphoning away members of his staff, placing
them under Mr. Skilling.
Mr. Alexander and two other top Global Power executives soon
resigned, including the controller, Jeffrey H. Siegel. Mr. Siegel, now a
consultant in the energy industry, said in an interview that the
breaking point for him was a decision to remove Global Power's
accounting staff from his authority.
"I am not going to sign any S.E.C. documents unless I have
control over the numbers," he explained, referring to filings with
the Securities and Exchange Commission.
Other current and former Enron officials disagree with Mr.
Alexander's interpretation of events at Global Power.
Mr. Theobald, the retired banker who served on the Global Power
board's oversight committee, said "we took our job seriously"
and "demanded total transparency and total arm's length
dealing."
After all, he said, "General Scowcroft, George Slocum and I
weren't a bunch of fools." The relationship between the companies
was complex, he added, but "I was not aware of any real attempt to
abuse the obvious conflict built into the fact that they owned more than
50 percent of the stock."
Mr. Scowcroft's office said that he was traveling and could not be
reached for comment.
Rodney L. Gray, who as chairman and chief executive of Global Power
was Mr. Alexander's boss, said that negotiations with Enron were often
acrimonious and that Global Power gained good value in its deals.
He said that over the company's life, Global Power's stock rose to
$35 a share from $24. Moving staff members out of Global Power, Mr. Gray
added, was a cost-saving move that rankled Mr. Alexander and Mr. Siegel
because it kept them from building a "kingdom."
Over all, Mr. Gray said, Mr. Alexander was "paranoid" about
conflicts of interest that never actually emerged. Still, he added, Mr.
Alexander served a valuable function, because "his paranoia was
great to listen to" as a signal of possible problems.
"We couldn't ever find anything to be concerned about," he
said, "but we looked." That, he said, is why he does not find
it surprising that Mr. Lay did not swing into action after the meeting
with Mr. Alexander.
Even so, Mr. Gray said that in hindsight, Global Power played a
critical role in Enron's evolution, as a legitimate precursor to the
illegitimate partnerships that would eventually contribute to Enron's
collapse.
As Mr. Skilling continued his rise through Enron, Mr. Gray said, he
kept looking for ways to improve the payoff on assets like power plants,
while clearing away cumbersome oversight.
"Jeff hated EPP," he said, because "there was a
gatekeeper." The partnerships that followed, he added, were easier
to control and harder to understand from the outside.
"As they went forward in time," he said, "these
structures had less and less gatekeepers, and I think that, ultimately,
led them into the ditch."
Mr. Skilling made no secret of his preference for Enron's trading
businesses over its hard assets. In Congressional testimony, he said he
was unaware of any improprieties in Enron's finances.
After leaving Enron, Mr. Alexander joined a start-up firm in the
energy industry. Then in 2000, he said, he suffered a two-day migraine
headache and decided to simplify his life. Today, at age 50, he is a
student at Yale Divinity School.