As filed with the Securities and Exchange Commission on July 26, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PORTLAND GENERAL CORPORATION
(Exact name of registrant as specified in charter)
Oregon 93-0909442
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One World Trade Center, 17th Floor
121 SW Salmon Street
Portland, Oregon 97204
(503) 464-8000
(Address of principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
LEONARD A. GIRARD
Senior Vice President, General Counsel
and Secretary
Portland General Corporation
One World Trade Center, 17th Floor
121 SW Salmon Street
Portland, Oregon 97204
(Name and address of agent for service)
(503) 464-8814
(telephone number including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered* Registered Per Share** Price Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$3.75 per share 25,000 $22.25 $556,250 $191.81
* In addition, pursuant to Rule 416(c) under the Security Act of 1933, this registration statement
also covers an indeterminant amount of interest to be offered or sold pursuant to the employee
benefit plan described herein.
** Determined in accordance with Rule 457(h)(1) based on the average of the high and low prices on
July 24, 1995.
</TABLE>
1 Total Pages: 10
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
(a) The Registrant's latest annual report, and the Plan's latest
annual report, filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934.
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the Registrant's annual report referred
to in (a) above.
(c) The description of the Registrant's Common Stock, par value
$3.75 per share, which is contained in the Registrant's registration statement
filed under Section 12 of the Securities Exchange Act of 1934, including any
amendment or reports filed for the purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration statement
which indicates that all of the shares of common stock offered have been sold
or which deregisters all of such shares then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Article II of the Bylaws of the Registrant provides as follows:
"To the full extent permitted by law, the corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any civil, criminal, administrative or investigative
action, suit or proceeding (whether brought by or in the right of the
corporation or otherwise) by reason of the fact that such person is
or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees and attorneys' fees on
appeal), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such director or officer in connection with
such action, suit or proceeding; and the Board may, at any time,
approve indemnification of any other person which the corporation
has the power to indemnify under the law. The indemnification
provided by this Article shall not be deemed exclusive of any other
rights to which a person may be entitled as a matter of law or by
contract. The corporation shall purchase and maintain
indemnification insurance for any person to the extent not prohibited
by applicable law. It is the intention of this Bylaw to recognize
the responsibility inherent in being a director or officer of this
corporation and by means of this Bylaw to
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protect and indemnify the individual who has held, is holding or
will hold such positions or any of them against any personal
liability for their actions unless such actions involve individual
dishonesty."
Article V of the Restated Articles of Incorporation of the Registrant
provides as follows:
"(3) To the fullest extent permitted by law, no director of
this corporation shall be personally liable to the corporation or its
shareholders for monetary damages for conduct as a director. No
amendment or repeal of this provision shall adversely affect any
right or protection of a director existing at the time of such
amendment or repeal. No change in the law shall reduce or eliminate
the rights and protections applicable at the time this provision
shall become effective unless the change in law shall specifically
require such reduction or elimination."
The Registrant has procured Directors and Officers liability
insurance for wrongful acts. This is an indemnity policy for the corporation
to protect it against liability assumed or incurred under the above
indemnification provisions, including defense provisions, on behalf of the
directors and officers. The directors and officers are thus indemnified
against loss arising from any civil claim or claims by reason of any wrongful
act done or alleged to have been done while acting in their respective
capacities as directors or officers. The policy excludes claims brought
about or contributed to by dishonest, fraudulent, criminal or malicious acts,
or omissions by directors or officers.
The Oregon Business Corporation Act ("Act") authorizes
indemnification of directors, officers, employees, and agents of Oregon
corporations. The Act requires indemnification of reasonable expenses of a
director who was wholly successful, on the merits or otherwise, in defense of
any proceeding in which the director was a party because of being a director,
unless such indemnification is limited by the articles of incorporation. The
Registrant's articles do not contain such limitation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to the registration statement are listed in the Exhibit
Index on Page 8.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if the information
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required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceedings) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of
Oregon, on this 26th day of July, 1995.
PORTLAND GENERAL CORPORATION
/s/ Ken L. Harrison
(Ken L. Harrison, Chairman of the Board,
Chief Executive Officer, and President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Principal Executive Officer:
/s/ Ken L. Harrison Chairman of the Board, July 26, 1995
(Ken L. Harrison) Chief Executive Officer,
and President
Principal Financial Officer and
Principal Accounting Officer:
/s/ Joseph M. Hirko Vice President, Finance, July 26, 1995
(Joseph M. Hirko) Chief Financial Officer,
Chief Accounting Officer,
and Treasurer
Directors:
* Gwyneth Gamble Booth Warren E. McCain
* Peter J. Brix * Jerome J. Meyer
* Carolyn S. Chambers * Randolph L. Miller
* John W. Creighton, Jr. * Richard G. Reiten
* Ken L. Harrison * Bruce G. Willison
* Jerry E. Hudson
* Signed on behalf of each of these persons.
By /s/ Steven F. McCarrel July 26, 1995
(Steven F. McCarrel)
(attorney-in-fact)
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Portland, State of Oregon, on this 26th day of July 1995.
EMPLOYEE STOCK PURCHASE PLAN
(The Plan)
By: /s/ Joseph M. Hirko
Joseph M. Hirko, Treasurer
(Plan Administrator)
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 7,
1995, except with respect to the matter discussed in Note 15A, as to which the
date is March 29, 1995, included in the Portland General Corporation Annual
Report on Form 10-K for the year ended December 31, 1994 and to all references
to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Portland, Oregon
July 24, 1995
CONSENT OF COUNSEL
The consent of Steven F. McCarrel is contained in his opinion filed
herewith.
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PORTLAND GENERAL CORPORATION
EXHIBIT INDEX
Number Exhibit Page
(4) (a) Restated Articles of Incorporation (Incorporated by
Reference to Pre-effective Amendment No. 1 to
Registration Statement on Form S-4, No. 33-1987, dated
December 31, 1985, Exhibit B)
(b) Certificate of Amendment, dated July 2, 1987, to the
Article of Incorporation [Incorporated by Reference to
Portland General Corporation Annual Report on Form 10-K
for the year ended December 31, 1987, Exhibit (3)]
(c) Bylaws as amended [Incorporated by Reference to Portland
General Corporation Annual Report on Form 10-K for the
year ended December 31, 1990, Exhibit (10)]
(5) Opinion of Counsel . . . . . . . . . . . . . . . . . . . 9
(23) Consent of Independent Public Accountants and Counsel (see
Page 7) . . . . . . . . . . . . . . . . . . . . . . . .
(24) Power of Attorney (filed herewith) . . . . . . . . . . . 10
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July 26, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Portland General Corporation
Employee Stock Purchase Plan
Registration Statement on Form S-8
Gentlemen:
In connection with the Registration Statement on Form S-8 ("Registration
Statement"), for the issuance of 25,000 shares of Common Stock, par value $3.75
per share (the "Stock") of Portland General Corporation ("Corporation") under
the terms of the Portland General Corporation Employee Stock Purchase Plan
("ESPP"), I have examined the Registration Statement and such other corporate
documents, proceedings and questions of law as I have considered necessary for
purposes of this opinion.
Based on the foregoing, I am of the opinion that the ESPP and the issuance
of the Stock thereunder have been approved by the Board of Directors of the
Corporation, and when the Registration Statement has become effective under the
Securities Act of 1933, as amended, and the Stock has been issued for the
consideration stated in the ESPP and as otherwise provided therein, the Stock
will be legally issued, fully paid and nonassessable Common Stock of the
Corporation.
I hereby consent to the filling of this opinion with the Registration
Statement and to the use of my name therein.
Sincerely,
/s/ Steven F. McCarrel
Steven F. McCarrel
Deputy General Counsel
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POWER OF ATTORNEY
The undersigned director(s) of Portland General Corporation
hereby appoint(s) Leonard A. Girard, Joseph M. Hirko, Steven N.
Elliot, Steven F. McCarrel, and each of them severally, as the
attorney-in-fact of the undersigned, to sign in the name(s) and
behalf of the undersigned, in any and all capacities stated
therein, and to file with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, (i) a Registration
Statement on Form S-8 and any amendment thereto with respect to
25,000 shares of Common Stock, $3.75 par value under the Portland
General Corporation Employee Stock Purchase Plan and any
successor thereto, and (ii) a post-effective amendment to
Registration Statement No. 33-31441 to deregister all shares
remaining under said Registration Statement.
Dated: July 11, 1995
Portland, Oregon
/s/ Gwyneth Gamble Booth /s/ Jerry E. Hudson
Gwyneth Gamble Booth Jerry E. Hudson
/s/ Peter J. Brix
Peter J. Brix Warren E. McCain
/s/ Carolyn S. Chambers /s/ Jerome J. Meyer
Carolyn S. Chambers Jerome J. Meyer
/s/ John W. Creighton, Jr. /s/ Randolph L. Miller
John W. Creighton, Jr. Randolph L. Miller
/s/ Ken L. Harrison /s/ Richard G. Reiten
Ken L. Harrison Richard G. Reiten
/s/ Bruce G. Willison
Bruce G. Willison
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