SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1997
Registrant; State of Incorporation; IRS Employer
COMMISSION FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
1-5532-99 PORTLAND GENERAL ELECTRIC COMPANY 93-0256820
(an Oregon Corporation)
121 SW Salmon Street
Portland, Oregon 97204
(503) 464-8000
121 S.W. SALMON STREET, PORTLAND, OREGON 97204
(Address of principal executive offices) (zip
code)
Registrant's telephone number, including area code 503-464-8820
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 1, 1997 Portland General Corporation (PGC), the parent of Portland
General Electric Company (PGE), consummated a merger transaction pursuant to
the Amended and Restated Agreement and Plan of Merger by and among Enron Corp.,
PGC and Enron Oregon Corp. dated as of July 20, 1996 and amended and restated
as of September 24, 1996 and as further amended by the First Amendment dated
April 14, 1997 (Amended Merger Agreement). Pursuant to the Amended Merger
Agreement, Enron Corp., a Delaware corporation merged with and into Enron
Oregon Corp., an Oregon corporation (Reincorporation Merger) and the name of
Enron Oregon Corp. was changed to Enron Corp. (Enron). Promptly following the
Reincorporation Merger, PGC merged with and into Enron (PGC Merger), with
Enron continuing in existence as the surviving corporation. Each share of PGC
common stock issued and outstanding (other than shares owned by PGC, Enron,
Enron Oregon Corp. or any of their respective subsidiaries, which were
canceled) were converted into 0.9825 shares of Enron common stock.
Pursuant to the Amended Merger Agreement PGE is now a wholly owned subsidiary
of Enron and subject to control by the Board of Directors of Enron. Prior to
the merger transaction the PGC Board of Directors nominated PGC Board Members
Jerome J. Meyer and Bruce G. Willison to join Ken L. Harrison as members of
the Enron Board of Directors. Pursuant to the terms of the Amended Merger
Agreement Ken L. Harrison, previously Chairman of the Board and Chief Executive
Officer of PGC, has assumed the positions of Vice Chairman of the Board of
Enron and Chairman of the Board and Chief Executive Officer of PGE. Joe Hirko,
a Senior Vice President of PGC, has been named Senior Vice President of Enron
and will continue to be responsible for providing ongoing financial support for
the various business activities of PGE. The principal executive offices of
Enron are located at 1400 Smith Street, Houston Texas 77002.
For further background information regarding the merger see the PGC and PGE
report on Form 10-K for the year ended December 31, 1996, report 10-Q for the
quarter ended March 31, 1997 and reports on Form 8-K dated June 4, 1997 and
June 24, 1997.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Portland General Electric Company
July 11, 1997 By /S/ JOSEPH E. FELTZ
Joseph E. Feltz
Controller
Assistant Treasurer