-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NS5Qb0kVSSwLIvUbuGHBu5nUchQkMNV3La6fskWJYmC2S5Kp71R6tiboz3qGozmH 8GorLynPSRtrCfr2UKdAAA== 0000079636-97-000010.txt : 19970401 0000079636-97-000010.hdr.sgml : 19970401 ACCESSION NUMBER: 0000079636-97-000010 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19970331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORTLAND GENERAL CORP /OR CENTRAL INDEX KEY: 0000079636 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 930909442 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05532 FILM NUMBER: 97568236 BUSINESS ADDRESS: STREET 1: 121 SW SALMON ST CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5034648820 FORMER COMPANY: FORMER CONFORMED NAME: PORTLAND GENERAL ELECTRIC CO DATE OF NAME CHANGE: 19860804 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 1996 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from ________________ to _______________
Registrant; State of Incorporation; IRS Employer COMMISSION FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO. 1-5532 PORTLAND GENERAL CORPORATION 93-0909442 (an Oregon Corporation) 121 SW Salmon Street Portland, Oregon 97204 (503) 464-8820 1-5532-99 PORTLAND GENERAL ELECTRIC COMPANY 93-0256820 (an Oregon Corporation) 121 SW Salmon Street Portland, Oregon 97204 (503) 464-8000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange TITLE OF EACH CLASS ON WHICH REGISTERED Portland General Corporation Common Stock, $3.75 par value per share New York Stock Exchange Pacific Stock Exchange Portland General Electric Company 8.25% Quarterly Income Debt Securities (Junior Subordinated Deferrable Interest Debentures, Series A) New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Portland General Corporation None Portland General Electric Company, 7.75% Series, Cumulative Preferred Stock, no par value
1 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . The aggregate market value of Portland General Corporation voting stock held by non-affiliates of the registrant as of February 28, 1997 (based on the last sales price on the New York Stock Exchange as of such date) was $2 billion. The number of shares outstanding of the registrants' common stocks as of February 28, 1997 was: Portland General Corporation 51,391,536 Portland General Electric Company 42,758,877 (owned by Portland General Corporation) DOCUMENT INCORPORATED BY REFERENCE The information required to be included in Part III hereof is incorporated by reference from Portland General Corporation's definitive proxy statement to be filed on or about May 27, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this amendment to be signed on its behalf by the undersigned, hereunto duly authorized. PORTLAND GENERAL CORPORATION (Registrants) March 27, 1997 By /S/ JOSEPH M. HIRKO Joseph M. Hirko Sr. Vice President, Chief Financial Officer 2 PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT PGC PGE (2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION * Amended and Restated Agreement and Plan of Merger, dated as of July 20, 1996 and amended and restated as of September 24, 1996 among Enron Corp, Enron Oregon Corp and Portland General Corporation [Amendment 1 to S4 Registration Nos. 333-13791 and 333-13791-1, dated October 10, 1996, Exhibit No. 2.1]. X X (3) ARTICLES OF INCORPORATION AND BYLAWS * Restated Articles of Incorporation of Portland General Corporation [Pre-effective Amendment No. 1 to Form S-4, Registration No. 33-1987, dated December 31, 1985, Exhibit (B)]. X * Certificate of Amendment, dated July 2, 1987, to the Articles of Incorporation limiting the personal liability of directors of Portland General Corporation [Form 10-K for the fiscal year ended December 31, 1987, Exhibit (3)]. X * Copy of Articles of Incorporation of Portland General Electric Company [Registration No. 2-85001, Exhibit (4)]. X * Certificate of Amendment, dated July 2, 1987, to the Articles of Incorporation limiting the personal liability of directors of Portland General Electric Company [Form 10-K for the fiscal year ended December 31, 1987, Exhibit (3)]. X * Form of Articles of Amendment of the New Preferred Stock of Portland General Electric Company [Registration No. 33-21257, Exhibit (4)]. X * Bylaws of Portland General Corporation as amended on February 5, 1991 [Form 10-K for the fiscal year ended December 31, 1990, Exhibit (10)]. X * Bylaws of Portland General Electric Company as amended on October 1, 1991 [Form 10-K for the fiscal year ended December 31, 1991, Exhibit (3)]. X (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES * Portland General Electric Company Indenture of Mortgage and Deed of Trust dated July 1, 1945; 3 PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT PGC PGE (4) * Fortieth Supplemental Indenture, dated October 1, CONT. 1990 [Form 10-K for the fiscal year ended December 31, 1990, Exhibit (4)]. X X * Forty-First Supplemental Indenture dated December 1, 1991 [Form 10-K for the fiscal year ended December 31, X X 1991, Exhibit (4)]. * Forty-Second Supplemental Indenture dated April 1, 1993 [Form 10-Q for the quarter ended March 31,1993, Exhibit (4)]. X X * Forty-Third Supplemental Indenture dated July 1, 1993 [Form 10-Q for the quarter ended September 30, 1993, Exhibit (4)]. X X * Forty-Fourth Supplemental Indenture dated August 1, 1994 [Form 10-Q for the quarter ended September 30, 1994, Exhibit (4)]. X X * Forty-Fifth Supplemental Indenture dated May 1, 1995 [Form 10-Q for the quarter ended June 30, 1995, Exhibit (4)]. X X * Forty-Sixth Supplemental Indenture dated August 1, 1996 [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (4)]. X X Other instruments which define the rights of holders of long-term debt not required to be filed herein will be furnished upon written request. (10) MATERIAL CONTRACTS * Residential Purchase and Sale Agreement with the Bonneville Power Administration [Form 10-K for the fiscal year ended December 31, 1981, Exhibit (10)]. X X * Power Sales Contract and Amendatory Agreement Nos. 1 and 2 with Bonneville Power Administration [Form 10-K for the fiscal year ended December 31, 1982, Exhibit (10)]. X X The following 12 exhibits were filed in conjunction with the 1985 Boardman/Intertie Sale: * Long-term Power Sale Agreement, dated November 5, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Long-term Transmission Service Agreement, dated November 5, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X 4 PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT PGC PGE (10) * Participation Agreement, dated December 30, 1985 CONT. [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Lease Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * PGE-Lessee Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Asset Sales Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Bargain and Sale Deed, Bill of Sale and Grant of Easements and Licenses, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Supplemental Bill of Sale, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Trust Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Tax Indemnification Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Trust Indenture, Mortgage and Security Agreement, dated December 30, 1985 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X * Restated and Amended Trust Indenture, Mortgage and Security Agreement, dated February 27, 1986 [Form 10-K for the fiscal year ended December 31, 1985, Exhibit (10)]. X X _____________________________________________________________________________ * Portland General Corporation Outside Directors' Deferred Compensation Plan, 1996 Restatement dated January 1, 1996 [Form 10-Q for the quarter ended June 30, 1996, Exhibit (10)]. X X * Portland General Corporation Outside Directors' Deferred Compensation Plan, Amendment No. 1 dated October 18, 1996 [Form 10-Q for the quarter ended June 30, 1996, Exhibit (10)]. X X 5 PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT PGC PGE (10) * Portland General Corporation Outside Directors' CONT. Deferred Compensation Plan, 1996 Restatement, Amendment No. 2 dated November 4, 1996 [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (10)]. X X * Portland General Corporation Retirement Plan for Outside Directors, 1996 Restatement dated January 1, 1996 [Form 10-Q for the quarter ended June 30, 1996, Exhibit (10)]. X X * Portland General Corporation Outside Directors' Life Insurance Benefit Plan, 1996 Restatement dated January 1, 1996 [Form 10-Q for quarter ended June 30, 1996, Exhibit (10)]. X X * Portland General Corporation Outside Directors' Life Insurance Benefit Plan, 1996 Restatement, Amendment No. 1 dated September 10, 1996 [Form 10-Q for the quarter ended September 31, 1996, Exhibit (10)]. X X * Portland General Corporation Outside Directors' Stock Compensation Plan, Amended and Restated December 6, 1996 [Form 10-K for the fiscal year ended December 31, X 1991, Exhibit (10)]. * Portland General Corporation Outside Directors' Stock Compensation Plan, Amendment No. 1 dated October 2, 1996 [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (10)]. X EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS * Portland General Corporation Management Deferred Compensation Plan, 1996 Restatement dated January 1, 1996 [Form 10-Q for the quarter ended June 30, 1996, Exhibit (10)]. X X * Portland General Corporation Management Deferred Compensation Plan, Amendment No. 1 dated October 18, 1996 [Form 10-Q for the quarter ended June 30, 1996, Exhibit (10)]. X X. * Portland General Corporation Management Deferred Compensation Plan, 1996 Restatement, Amendment No. 2 dated November 4, 1996 [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (10)]. X * Portland General Corporation Senior Officers Life Insurance Benefit Plan, 1996 Restatement Amendment No. 1 dated October 22, 1996 [Form 10-Q for the quarter ended March 31, 1996, Exhibit (10)]. X X 6 PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT PGC PGE (10) * Portland General Corporation Annual Incentive Master Plan CONT. [Form 10-K for the fiscal year ended December 31, 1987, Exhibit (10)]. X X * Portland General Corporation Annual Incentive Master Plan, Amendments No. 1 and No. 2 dated March 5, 1990 [Form 10-K for the fiscal year ended December 31, 1989, Exhibit (10)]. X X * Portland General Electric Company Annual Incentive Master Plan [Form 10-K for the fiscal year ended December 31, 1987, Exhibit (10)]. X * Portland General Electric Company Annual Incentive Master Plan, Amendments No. 1 and No. 2 dated March 5, 1990 [Form 10-K for the fiscal year ended December 31, 1989, Exhibit (10)]. X * Portland General Corporation Supplemental Executive Retirement Plan, 1996 Restatement dated January 1, 1996 [Form 10-Q for the quarter ended March 31, 1996, Exhibit (10)]. X X * Portland General Corporation Supplemental Executive Retirement Plan, Amendment No. 1 dated January 1, 1991, [Form 10-K for the fiscal year ended December 31, 1991, X X Exhibit (10)]. * Change in Control Severance Agreement, effective October 1, 1994 [Form 10-K for the fiscal year ended December 31, 1994, Exhibit (10)]. X X * Portland General Corporation Amended and Restated 1990 Long-Term Incentive Master Plan, 1996 Restatement dated September 10, 1996 [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (10)]. X * Portland General Corporation 1990 Long-Term Incentive Master Plan, Amendment No. 1 dated February 8, 1994 [Form 10-K for the fiscal year ended December 31, 1993, Exhibit (10)]. X (23) CONSENTS OF EXPERTS AND COUNSEL Portland General Corporation Consent of Independent Public Accountants (filed herewith). X * Portland General Electric Company Consent of Independent Public Accountants [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (10)]. X 7 PORTLAND GENERAL CORPORATION AND SUBSIDIARIES EXHIBIT INDEX NUMBER EXHIBIT PGC PGE (24) POWER OF ATTORNEY * Portland General Corporation Power of Attorney [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (24)]. X * Portland General Electric Company Power of Attorney [Form 10-K for the fiscal year ended December 31, 1996, Exhibit (24)]. X (99) ADDITIONAL EXHIBITS Form 11-K relating to Employee Stock Purchase Plan of Portland General Corporation (filed herewith). X _________________________________________ * Incorporated by reference as indicated. Note: Although the Exhibits furnished to the Securities and Exchange Commission with the Form 10-K have been omitted herein, they will be supplied upon written request and payment of a reasonable fee for reproduction costs. Requests should be sent to: Joseph M. Hirko Senior Vice President Chief Financial Officer Portland General Corporation 121 SW Salmon Street Portland, OR 97204 8 EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 11-K, into Portland General Corporation's previously filed Registration Statement No. 33-27462 on Form S-8, Registration Statement No. 33-40943 on Form S-8, Registration Statement No. 33-49811 on Form S-8, Registration Statement No. 33-55321 on Form S-3 and Registration Statement No. 33-61313 on Form S-8. ARTHUR ANDERSEN LLP Portland, Oregon, March 17, 1997 EX-99 3 Exhibit (99) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _______________ to _______________ Commission file number ___________________ EMPLOYEE STOCK PURCHASE PLAN (Title of the Plan) PORTLAND GENERAL CORPORATION (Name of the Issuer of the Securities and Employer Sponsoring the Plan) 121 SW Salmon Street Portland OR 97204 (Address of its Principal Executive Office) EMPLOYEE STOCK PURCHASE PLAN OF PORTLAND GENERAL CORPORATION STATEMENTS OF FINANCIAL CONDITION At December 31 1996 1995 Receivable from Portland General $20,876 $13,579 Participants' Equity $20,876 $13,579 STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY For the Years Ended December 31 1996 1995 1994 Dividend Income $ 4,108 $ 4,752 $ 5,981 Contributions from (Note 2): Participants 286,112 242,261 231,575 Portland General and Affiliates 31,294 33,503 26,154 317,406 275,764 257,729 Distributions to Participants: Cost of 9,348, 12,067, and 14,582 shares, respectively, of common stock of Portland General issued to participants under the terms of the Plan (including $1,002, $699 and $475, respectively, in cash) (314,217) (278,789) (262,304) Change in Participants' Equity for the Year 7,297 1,727 1,406 Participants' Equity, at beginning of year 13,579 11,852 10,446 Participants' Equity, at end of year $ 20,876 $ 13,579 $ 11,852 The accompanying notes are an integral part of these statements. EMPLOYEE STOCK PURCHASE PLAN OF PORTLAND GENERAL CORPORATION NOTES TO FINANCIAL STATEMENTS NOTE 1. Portland General Corporation (Portland General) Employee Stock Purchase Plan (Plan) was established to enable employees of Portland General and its affiliates to acquire an ownership interest in Portland General through purchase of its common stock. Portland General acts as custodian for each participant and pays all Plan expenses. Portland General affiliates in turn reimburse Portland General for costs incurred on behalf of their employees. The Plan is not subject to income taxes. In November, 1996 Portland General shareholders approved a merger with Enron Corp. If final regulatory approvals of the merger are received, the Plan may be altered, amended, or discontinued. Participants' contributions are made through payroll deductions within certain limitations. The price of the common stock to a participant is 90% of a five- day average market price which is determined by dividing the sum of the closing prices of Portland General stock on the New York Stock Exchange on the last five business days ending on or before the 15th day of the month of the allocation, by five. Shares of common stock are purchased directly from Portland General. The amount of Portland General contributions and dividends received by the Plan are reported to participants on a current basis for income tax purposes. NOTE 2. PGE PGC CWL TOTAL 1996 CONTRIBUTIONS Employer $ 30,068 $ 1,226 $ - $ 31,294 Participants 273,777 12,335 - 286,112 Total $303,845 $13,561 $ - $317,406 1995 CONTRIBUTIONS Employer $ 33,503 $ - $ - $ 33,503 Participants 242,261 - - 242,261 Total $275,764 $ - $ - $275,764 1994 CONTRIBUTIONS Employer $ 26,127 $ - $ 27 $ 26,154 Participants 231,345 - 230 231,575 Total $257,472 $ - $257 $257,729 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To Portland General Corporation: We have audited the accompanying statements of financial condition of the Employee Stock Purchase Plan (Plan) of Portland General Corporation as of December 31, 1996 and 1995, and the related statements of income and changes in participants' equity for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Employee Stock Purchase Plan of Portland General Corporation as of December 31, 1996 and 1995, and the income and changes in participants' equity for each of the three years in the period ended December 31, 1996 in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Portland, Oregon, March 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----