Exhibit (28)
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, 1994
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)
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EMPLOYEE STOCK PURCHASE PLAN OF
PORTLAND GENERAL CORPORATION
Statements of Financial Condition
At December 31 1994 1993
Receivable from Portland General $11,852 $10,446
Participants' Equity $11,852 $10,446
Statements of Income and Changes in Participants' Equity
For the Years Ended December 31 1994 1993 1992
Dividend Income $ 5,981 $ 5,243 $ 8,465
Contributions from (Note 2):
Participants 231,575 229,940 273,142
Portland General and Affiliates 26,154 25,659 31,796
Distributions to Participants:
Cost of 14,582, 12,628, and 18,558 shares
of common stock of Portland General
issued to participants under the
terms of the Plan (including
$475, $2,326, and $1,592 in cash) (262,304) (257,904) (318,561)
Change in Participants' Equity for the Year 1,406 2,938 (5,158)
Participants' Equity, at beginning of year 10,446 7,508 12,666
Participants' Equity, at end of year $ 11,852 $ 10,446 $ 7,508
The accompanying notes are an integral part of these statements.
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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. The Plan may be altered, amended, or
discontinued at any time by Portland General; however, each participant has the
rights of an owner of record in shares held by Portland General for the
participant's account.
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 PGH PLC CWL Total
1994 Contributions
Employer $ 26,127 $ - $ - $ - $ 27 $ 26,154
Participant 231,345 - - - 230 231,575
Total $257,472 $ - $ - $ - $ 257 $257,729
1993 Contributions
Employer $ 25,587 $ 44 - - $ 28 $ 25,659
Participant 229,295 405 - - 240 229,940
Total $254,882 $ 449 - - $ 268 $255,599
1992 Contributions
Employer $ 31,109 $ 619 $ 32 $ 27 $ 9 $ 31,796
Participant 267,532 5,065 215 220 110 273,142
Total $298,641 $ 5,684 $ 247 $ 247 $ 119 $304,938
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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, 1994 and 1993, and the related statements of income and changes
in participants' equity for each of the three years in the period ended
December
31, 1994. 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, 1994 and 1993, and the
income and changes in participants' equity for each of the three years in the
period ended December 31, 1994 in conformity with generally accepted accounting
principles.
Portland, Oregon,
February 7, 1995 ARTHUR ANDERSEN LLP
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. 33-31441 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. 33-50637 on Form S-3 and Registration Statement
No. 33-55321 on Form S-3.
Portland, Oregon,
February 7, 1995 ARTHUR ANDERSEN LLP
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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, 1994 and 1993, and the related statements of income and changes
in participants' equity for each of the three years in the period ended
December 31, 1994. 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, 1994 and 1993,
and the income and changes in participants' equity for each of the three years
in the period ended December 31, 1994 in conformity with generally accepted
accounting principles.
Portland, Oregon,
February 7, 1995
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. 33-31441 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. 33-50637 on Form S-3 and Registration Statement
No. 33-55321 on Form S-3.
Portland, Oregon,
February 7, 1995
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