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, 1995
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)
EMPLOYEE STOCK PURCHASE PLAN OF
PORTLAND GENERAL CORPORATION
STATEMENTS OF FINANCIAL CONDITION
At December 31 1995 1994
Receivable from Portland General $13,579 $11,852
Participants' Equity $13,579 $11,852
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the Years Ended December 31 1995 1994 1993
Dividend Income $ 4,752 $ 5,981 $ 5,243
Contributions from (Note 2):
Participants 242,261 231,575 229,940
Portland General and Affiliates 33,503 26,154 25,659
275,764 257,729 255,599
Distributions to Participants:
Cost of 12,067, 14,582, and
12,628 shares, respectively, of
common stock of Portland General
issued to participants under the
terms of the Plan (including
$699, $475 and $2,326,
respectively, in cash) (278,789) (262,304) (257,904)
Change in Participants' Equity for
the Year 1,727 1,406 2,938
Participants' Equity, at beginning
of year 11,852 10,446 7,508
Participants' Equity, at end of year $ 13,579 $ 11,852 $ 10,446
The accompanying notes are an integral part of these statements.
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 CWL TOTAL
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
1993 CONTRIBUTIONS
Employer $ 25,587 $ 44 $ 28 $ 25,659
Participants 229,295 405 240 229,940
Total $254,882 $ 449 $ 268 $255,599
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, 1995 and 1994, and the related statements of income and changes
in participants' equity for each of the three years in the period ended
December 31, 1995. 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, 1995 and 1994, and
the income and changes in participants' equity for each of the three years in
the period ended December 31, 1995 in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Portland, Oregon,
January 24, 1996
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,
January 24, 1996