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, 1993
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 1993 1992
Receivable from Portland General $10,446 $ 7,508
Participants' Equity $10,446 $ 7,508
Statements of Income and Changes in Participants' Equity
For the Years Ended December 31 1993 1992 1991
Dividend Income $ 5,243 $ 8,465 $ 8,640
Contributions from (Note 2):
Participants 229,940 273,142 321,501
Portland General and Affiliates 25,659 31,796 36,703
Distributions to Participants:
Cost of 12,628, 18,558, and 21,390 shares
of common stock of Portland General
issued to participants under the
terms of the Plan (including
$2,326, $1,592, and $3,711 in cash) (257,904) (318,561) (370,605)
Change in Participants' Equity for the Year 2,938 (5,158) (3,761)
Participants' Equity, at beginning of year 7,508 12,666 16,427
Participants' Equity, at end of year $ 10,446 $ 7,508 $ 12,666
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
(the 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 PGX PLC CWL Total
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
1991 Contributions
Employer $ 34,856 $ 1,725 $ 67 - $ 55 - $ 36,703
Participant 305,169 15,202 650 - 480 - 321,501
Total $340,025 $ 16,927 $ 717 - $ 535 - $358,204
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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 (the Plan) of Portland General Corporation as of
December 31, 1993 and 1992, and the related statements of income and changes in
participants' equity for each of the three years in the period ended December 31,
1993. 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, 1993 and 1992, and the income and
changes in participants' equity for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted accounting principles.
Portland, Oregon,
February 2, 1994 ARTHUR ANDERSEN & CO.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K, into Portland General Corporation's
previously filed Registration Statement No. 33-25466 on Form S-3, 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, and Registration Statement No.
33-52320 on Form S-8.
Portland, Oregon,
February 2, 1994 ARTHUR ANDERSEN & CO.
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