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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
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(Mark One)
[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
COMMISSION FILE NUMBER 333-13791
ENRON OREGON CORP.
(Exact name of registrant as specified in its charter)
OREGON 76-0511381
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ENRON BUILDING
1400 SMITH STREET, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713-853-6161
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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 [ ]
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
As of March 15, 1997 there were 1,000 shares of common stock outstanding,
each of which was owned by the registrant's parent, Enron Corp.
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ENRON OREGON CORP.
FORM 10-K
TABLE OF CONTENTS
PART I
Page
Item 1. Business ................................................. 1
Item 2. Properties ................................................. 1
Item 3. Legal Proceedings............................................. 1
Item 4. Submission of Matters to a Vote of Security Holders........... 1
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters........................................... 2
Item 6. Selected Financial Data....................................... 2
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 2
Item 8. Financial Statements and Supplementary Data................... 2
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure...................................... 2
PART III
Item 10. Directors and Executive Officers of the Registrant............ 2
Item 11. Executive Compensation........................................ 3
Item 12. Security Ownership of Certain Beneficial Owners and Management 3
Item 13. Certain Relationships and Related Transactions................ 3
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K...................................................... 3
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PART I
ITEM 1. BUSINESS
NOTE: Enron Oregon Corp. (the "Company" or "New Enron") was incorporated under
the laws of the State of Oregon on July 19, 1996 as a wholly owned subsidiary
of Enron Corp. ("Enron"). The Company was formed solely for the purpose of
effecting the transactions contemplated by the Amended and Restated Agreement
and Plan of Merger dated as of July 20, 1996 and amended and restated as of
September 24, 1996 (the "Merger Agreement") among Enron, the Company and
Portland General Corporation, an Oregon corporation ("PGC").
Under the Merger Agreement, and subject to the terms and conditions
thereof, (i) Enron will be reincorporated as an Oregon corporation by merging
with and into New Enron (the "Reincorporation Merger") and (ii) immediately
thereafter, PGC will merge with and into New Enron, with New Enron being the
surviving corporation (the "PGC Merger" and, together with the Reincorporation
Merger, the "Mergers"). The Merger Agreement provides that if certain regulatory
reforms are enacted, the structure of the transactions contemplated by the
Merger Agreement will be revised to eliminate the Reincorporation Merger.
On November 12, 1996, the respective stockholders of Enron and PGC
voted to adopt and approve the transactions contemplated by the Merger
Agreement. Completion of the Mergers remains subject to satisfaction of
regulatory approvals and other customary closing conditions, including approval
by the Oregon Public Utilities Commission.
As a result, New Enron has not issued any of its authorized shares,
except for 1,000 shares of Common Stock issued to Enron in connection with the
formation of New Enron. Furthermore, New Enron has no assets, liabilities or
equity as of December 31, 1996 (or as of the date hereof), except for immaterial
amounts of cash contributed by Enron in connection with the formation of New
Enron. In addition, New Enron has conducted no operations and has incurred no
liabilities.
ACCORDINGLY, THERE ARE NO FINANCIAL STATEMENTS OR MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS IN THIS
REPORT.
Upon the consummation of the Mergers, the assets, liabilities and
equity of Enron and PGC will become assets, liabilities and equity of New Enron
and will be included in New Enron's financial statements.
ITEM 2. PROPERTIES
None
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
1
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
All of the Registrant's 1,000 shares of Common Stock, no par value, are
owned by the Registrant's parent, Enron Corp. There is no established trading
market for the Registrant's Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
See NOTE in Item 1 above.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
See NOTE in Item 1 above.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See NOTE in Item 1 above.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
Edmund P. Segner,III (43) Edmund P. Segner, III is the sole director of
the Company, having been elected on July 19,
1996. Since October 1992, Mr. Segner
has served as Executive Vice President
and Chief of Staff of Enron Corp., the
Registrant's parent company. From October
1990 through October 1992, Mr. Segner served
as Senior Vice President of Investor,
Public & Government Relations of Enron
Corp. Mr. Segner is also a director of
Enron Oil & Gas Company and Enron Global
Power & Pipelines L.L.C.
EXECUTIVE OFFICERS
Edmund P. Segner,III (43) Mr. Segner was elected President of the
Company in July 1996. Since 1988, Mr. Segner
has served in a variety of managerial
positions with Enron Corp., the Registrant's
parent company.
William D. Gathmann (43) Mr. Gathmann was elected Vice President,
Finance and Treasurer of the Company
in July 1996. Mr. Gathmann also serves as
Vice President, Finance and Treasurer
of Enron Corp., the Company's parent.
From May 1994 to July 1996, Mr. Gathmann
was Vice President, Finance of Enron
Development Corp. From January 1991
to May 1994, Mr. Gathmann was an
Assistant Treasurer of Enron Corp.
2
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ITEM 11. EXECUTIVE COMPENSATION
No compensation has been paid to date by the Company to its director or
officers.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the required information with respect to
each person who is the beneficial owner of more than 5% of the Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF OWNERSHIP AS OF PERCENT
BENEFICIAL OWNER TITLE OF CLASS MARCH 15, 1997 OF CLASS
---------------- -------------- -------------- --------
<S> <C> <C> <C>
Enron Corp. Common Stock, 1,000 100
1400 Smith Street no par value
Houston, Texas 77002
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
None
CHANGES IN CONTROL
None
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) EXHIBITS
2.1 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, New Enron and PGC (incorporated by reference
to Exhibit 2.1 to New Enron's Registration Statement on Form
S-4, Registration No. 333-13791).
3.1 Restated Articles of Incorporation of New Enron
(incorporated by reference to Exhibit 3.1 to New Enron's
Registration Statement on Form S-4, Registration No.
333-13791).
3.2 Form of Bylaws of New Enron (incorporated by reference to
Exhibit 3.2 to New Enron's Registration Statement on
Form S-4, Registration No. 333-13791).
3.3 Form of Series Designation for the New Enron Cumulative
Second Preferred Convertible Stock (incorporated by
reference to Exhibit 3.3 to New Enron's Registration Statement
on Form S-4, Registration No. 333-13791).
3.4 Form of Series Designation for the New Enron 9.142% Perpetual
Second Preferred Stock (incorporated by reference to
Exhibit 3.4 to New Enron's Registration Statement on
Form S-4, Registration No. 333-13791).
27.1 Financial Data Schedule
(B) REPORTS ON FORM 8-K.
None
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 28th day of
March, 1997.
ENRON OREGON CORP.
(Registrant)
By: /s/ WILLIAM D. GATHMANN
------------------------------
William D. Gathmann
Vice President, Finance and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on March 28, 1997 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE
/s/ EDMUND P. SEGNER, III President and Director
- ----------------------------------- (Principal Executive Officer)
(Edmund P. Segner, III)
/s/ WILLIAM D. GATHMANN Vice President, Finance and Treasurer
- ----------------------------------- (Principal Financial and
(William D. Gathmann) Accounting Officer)
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EXHIBIT INDEX
2.1 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, New Enron and PGC (incorporated by reference
to Exhibit 2.1 to New Enron's Registration Statement on Form
S-4, Registration No. 333-13791).
3.1 Restated Articles of Incorporation of New Enron
(incorporated by reference to Exhibit 3.1 to New Enron's
Registration Statement on Form S-4, Registration No.
333-13791).
3.2 Form of Bylaws of New Enron (incorporated by reference to
Exhibit 3.2 to New Enron's Registration Statement on
Form S-4, Registration No. 333-13791).
3.3 Form of Series Designation for the New Enron Cumulative
Second Preferred Convertible Stock (incorporated by
reference to Exhibit 3.3 to New Enron's Registration Statement
on Form S-4, Registration No. 333-13791).
3.4 Form of Series Designation for the New Enron 9.142% Perpetual
Second Preferred Stock (incorporated by reference to
Exhibit 3.4 to New Enron's Registration Statement on
Form S-4, Registration No. 333-13791).
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
