Enron Corp. Vice Chairman J. Clifford Baxter resigned quietly last May, accepting a pat on the back and quietly moving on. He took along millions of dollars from the sale of stock he had amassed over a decade at the giant Houston trading company.
His last post at Enron was vice chairman. As in other aspects of Enron's culture, the appearance did not match reality. Enron insiders called the position the "ejection seat," an honorary post that Enron executives held for a short while before a forced exit. Baxter's predecessor was a one-time star who had lost a power struggle to become chief executive.
At Enron, losers fell by the wayside but victors stayed in the game, drawn by hopes of million-dollar bonuses that went to those who scored the biggest deals. Three other senior executives preceded Baxter out of the company by a few months; seven more would follow, capped last week by Chairman Kenneth L. Lay.
That was one indication of Enron's winner-take-all culture. Intense pressure to keep Enron stock on an ever-rising curve induced top executives to take greater risks with investments and accounting procedures, past and present employees said. The result, they said, was to inflate revenue and submerge growing debts, creating, in the words of former manager Margaret Ceconi, "a house of cards."
"The driver was this unbelievable desire to keep portraying Enron as something very very different and keep the track record going and going," said Forrest Hoglund, who ran Enron's oil and gas exploration division before buying out Enron's stake in 1999.
"As long as it was magic and it was working, that would be all right," he said. "I always felt the first time they reported a down quarter [for profits] it would come apart."
In October, Enron stunned Wall Street by reporting that down quarter, a $618 million third-quarter loss, and the first of many accounting revelations that would destroy the confidence of customers and investors. On Dec. 2 it filed the largest bankruptcy petition in U.S. history. Investors lost billions of dollars and thousands of people lost their jobs.
Baxter will never testify about what he knew and what he feared in the months before Enron's collapse. On Friday, police believe, Baxter stepped into his Mercedes, pointed a .38-caliber pistol to his head and fired. Authorities declared the multimillionaire with the 70-foot yacht dead at 43. Police, who classified the death as a suicide, would not reveal the contents of a note Baxter left behind.
Pressure Cooker
Enron was a human refinery, where managers wrung their hands over their advancing age and feared their superiors would deem them too meek. Some worried that not giving enough to the chairman's favorite political candidate could send their careers into a dive. Some even detected a menacing tone in letters urging them to offer up large contributions to the United Way.
"One day, you are viewed with favor, and the next day you are not. You know who is in the in-crowd and who is not," former Enron worker Sally Ison said. "You want to continue to be liked in that organization. You do everything you can do to keep that."
Until last fall, Enron bragged about its pressure-cooker culture, said Peter Fusaro, whose consulting company, Global Change Associates, issued an in-depth analysis of Enron last August.
"When Enron no longer needs someone they are removed and replaced," Fusaro's report said, citing a line in an Enron annual report: "We insist on results."
For top executives, promotions tended to follow the outcome of top-level battles for control of company strategies and rewards, some former senior officials said. Baxter, as a top executive and an ally of former Enron chief executive Jeffrey Skilling, profited enormously from a succession of promotions. He sold $35.2 million worth of Enron stock between October 1998 and November 2001, according to court filings. He and his wife used some of the money to establish a charitable foundation.
Baxter was preceded as vice chairman by Joseph W. Sutton and by Rebecca Mark-Jusbasche, who lost to Skilling in a pivotal power struggle on Enron's 50th floor to succeed Lay as the company's chief executive. Sutton and Mark-Jusbasche resigned late in 2000.
Some former Enron employees said they embraced the competition. Others, however, said loyalty required a sort of groupthink. You had to "keep drinking the Enron water," or more sardonically, "drink the Kool-Aid," a reference to the poisoned drink used in the Jonestown massacre of 1978.
The Magic Is Gone
Enron was by all accounts an innovator, taking on the monopoly power of the old electric utilities. But in time, its downfall was a chain reaction that took on a life of its own, former executives said. High-risk investments in foreign energy projects championed by Mark-Jusbasche, Sutton and Baxter piled up debt. Under Skilling's lead, the debt was shifted to offshore partnerships and related investment groups, virtually invisible to public investors and employees. Accounting maneuvers made the company's revenue look much bigger than it was.
By 2001, the company's magic began to disappear. Enron's stock began to slide. Investors, wary of Enron's heavy debt, became increasingly reluctant to provide new money to help Enron buy new projects. Without new projects, Enron could not use accounting strategies to turn long-term contracts into "instant" revenue, and the company's cash supplies dwindled because of declining energy prices, some Enron insiders said.
When Enron's gambits failed, the corporation cloaked the losses, some former executives said, shifting some of them to larger and more profitable units, where they were more difficult for analysts and investors to find.
Several former managers said that sort of shifting helped make a major division of the corporation, Enron Energy Services, a hit on Wall Street. Thomas White, now secretary of the Army, was vice chairman of the division until he took the Pentagon post in May.
The division sold packages of electricity and natural gas to commercial users, and reported breakneck growth in 1999 and 2000. But as energy prices spiked, some executives claimed, Energy Services suffered stunning losses.
Some former insiders said the losses and other outstanding costs, which they estimated to be as much as $500 million, were submerged into trading profits registered by Enron North America, the division briefly headed by Baxter. That unit, which handled wholesale energy trades, was larger and more profitable than Energy Services. Some of the former executives said the transactions, even if questionable, were a common form of corporate window-dressing that violated no accounting standards.
Other former executives confirmed the practice and said it had been disclosed briefly during a conference call with analysts and in footnotes in Enron's financial statements. One former manager added, however, that "even I, as a lawyer and a certified public accountant, have trouble understanding" the language used.
Ceconi, a former Energy Services manager, was so disturbed that she wrote to Lay and telephoned federal regulators not once, but twice. It is unclear what action , if any, the Securities and Exchange Commission took, said her lawyer, Demetrios Anaipakos.
Alarm Sounded
In August, less than a month after she was laid off, Ceconi fired off her memo to Lay and members of the corporate board, claiming that the Energy Services division hid as much as $1 billion in losses in Enron Wholesale Services, the company's profitable trading operation. The memo was first disclosed by the Houston Chronicle.
During her tenure, Ceconi said, "it became obvious that EES . . . was losing money on almost all the deals they had booked. . . . This is when they decided to merge EES risk group with Wholesale to hide the . . . losses."
In the second quarter of 2000, she wrote, Energy Services continued to report profits, "to everyone's amazement."
"EES has knowingly misrepresented EES' earnings," she wrote. "This is common knowledge among all the EES employees, and is actually joked about. . . .[Enron] must investigate all these going ons."
Enron Energy Services spokeswoman Peggy Mahoney dismissed the allegations, saying the full facts will come out in time. "This letter is, unfortunately, not based on all the facts," Mahoney said. "Enron Energy Services made a business decision to merge the risk desk with Enron North America, because it became incredibly inefficient to have two risk desks. It's very public."
More tales will surface in coming weeks, as congressional hearings probe the corporate structure and its human consequences. The hearings also will seek to determine just what all those former Enron executives knew, and when they knew it. Most of them have been subpoenaed by Congress, the Justice Department, the Securities and Exchange Commission, or some combination. Baxter's story was among those investigators wanted to hear.
Others, though, did not leave Enron with millions. Ceconi said she was promised she could "easily be making" $1 million when she was recruited, but instead was quickly laid off. Many employees lost their life savings in addition to their jobs.
"Some people found out they had been laid off when they came to the office and their badges didn't work," Ceconi complained in her angry memo to Lay.
"Management doesn't take responsibility for screwing people over, and could care less how they impact people's lives and careers."
Staff writer Ellen Nakashima and staff researcher Lucy Shackelford contributed to this report.