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 _______________
<TABLE>
<CAPTION>
Registrant; State of Incorporation; IRS Employer
COMMISSION FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
<S> <C> <C>
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
</TABLE>
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of each exchange
TITLE OF EACH CLASS ON WHICH REGISTERED
<S> <C>
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
</TABLE>
1
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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)
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
