Felicia,

This is a merchant asset, which we currently own 100%, but plan to sell down 
in the coming months.  It absolutely has separate HR functions from Enron -- 
they do not participate in Enron benefits, and we are working hard to prevent 
any claims that we could be a joint employer with it.  

Thoughts?

Michelle


   
	Enron North America Corp.
	
	From:  Felecia Acevedo @ ENRON                           11/02/2000 08:56 AM
	

To: Michelle Cash/HOU/ECT@ECT
cc:  
Subject: Re: Privileged and Confidential communication to my attorneys  

Michelle,  who is GSP?  Are they a legal entity?  Are they on our payroll?  
If they are we filed EEO-1's for them.    Below is the criteria to file an 
EEO-1 report:

Standard Form 100 must be filed by -

A.  All private employers who are: (1) subject to Title VII of the Civil 
Rights Act of 1964 (as amended by the Equal Employment Opportunity Act of 
1972) with 100 or more employees EXCLUDING State and local governments, 
primary and secondary school systems, institutions of higher education, 
Indian tribes and tax-exempt private membership clubs other than labor 
organizations; OR (2) subject to Title VII who have fewer than 100 employees 
if the company is owned or affiliated with another company, or there is 
centralized ownership, control or management (such as central control of 
personnel policies and labor relations) so that the group legally constitutes 
a single enterprise, and the entire enterprise employs a total of 100 or more 
employees.
 
B.  All federal contractors (private employers), who: (1) are not exempt as 
provided for by 41 CFR 60-1.5, (2) have 50 or more employees, and (a) are 
prime contractors or first-tier subcontractors, and have a contract, 
subcontract, or purchase order amounting to $50,000 or more; or (b) serve as 
a depository of Government funds in any amount, or (c) is a financial 
institution which is an issuing and paying agent for U.S. Savings Bonds and 
Notes. 

All multi-establishment employers, i.e. employers doing business at more than 
one establishment, must file: (1) a report covering the principal or 
headquarters office; (2) a separate report for each establishment employing 
50 or more persons; (3) a consolidated report that MUST include ALL employees 
by race, sex and job category in establishments with 50 or more employees as 
well as establishments with fewer than 50 employees; and (4) a list, showing 
the name, address, total employment and major activity for each establishment 
employ-ing fewer than 50 persons, must accompany the consolidated report.

All forms for a multi-establishment company must be collected by the 
headquarters office for its establishments or by the parent corporation for 
its subsidiary holdings and submitted in one package.

For the purposes of this report, the term parent corporation refers to any 
corporation which owns all or the majority stock of another corporation so 
that the latter stands in the relation to it of a subsidiary.

The OFCCP has always held that subsidiary companies that do not have direct 
govt contracts must comply with AAP regulations if the parent company or 
other subsidiary companies benefit from government contracts.  Their line of 
thought is that the subsidiary without government contracts benefits 
indirectly from the contract as well.   If GSP is completely free standing 
and they do not participate in Enron's benefits, abide by our policies or 
procedures , participate in our bonus process that may partially or wholly be 
funded by Enron Corp. , etc., they may have some type of argement not to 
comply  but I doubt it.  If we own them over 51% I don't see a way they could 
not file EEO-1's and have an AAP.  We do all the AAP's in Corporate so if 
this is a freestanding Business Unit I need to know. 

Thanks!

Felecia





Michelle Cash@ECT
11/01/2000 07:49 PM
To: Felecia Acevedo/Corp/Enron@Enron
cc:  

Subject: Privileged and Confidential communication to my attorneys

Felicia,  Does this sound right to you?  Just wanted to confirm.  Thanks.  
Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 11/01/2000 07:48 
PM ---------------------------


HThomas@gspcorp.com on 11/01/2000 07:19:00 PM
To: michelle.cash@enron.com, david.oxley@enron.com, 
peter.del.vecchio@enron.com
cc: david.howe@enron.com, fran.mayes@enron.com 
Subject: Privileged and Confidential communication to my attorneys


     Michelle and Peter, we (GSP) have determined that we are not a federal
     government contractor.  Based on feedback from GSP employees, we do
     sell newsprint to printers who print material for the federal
     government, but we are a 'second-tier' contractor, not a 'first-tier'
     contractor.  (Pat McCarthy, the local employment law attorney that I
     have been using, used these terms when David Howe and i talked to him
     today.)  Pat informed us that second-tier contractors do not have to
     abide by all the federal government requirements for contractors.

     Based on this, GSP does not plan to file EEO-1 reports or prepare
     affirmative action plans.  In addition, we do not feel that we are
     subject to an OFCCP audit.

     Michelle, since you left me the voicemail telling me that we are not
     included in the Enron EEO-1, i assume that also means that Enron's
     status as a government contractor does not force us to prepare EEO-1
     and AAPs.

     Please advise us if you feel we have made incorrect assumptions on any
     of this.

     Hoyt