1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-13791
ENRON OREGON CORP.
(Exact name of registrant as specified in its charter)
Oregon 76-0511381
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Enron Bldg.
1400 Smith Street
Houston, Texas 77002
(Address of principal executive offices) (Zip code)
(713) 853-6161
(Registrant's telephone number, including area code)
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.
[X] Yes [ ] No
As of March 31, 1997 there were 1,000 shares of common stock outstanding,
each of which was owned by the registrant's parent, Enron Corp.
Page 1 of 5 Pages
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ENRON OREGON CORP.
FORM 10-Q
INDEX
Page No.
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PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements (see Note below) 3
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (see Note below) 3
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 3
ITEM 2. Changes in Securities 3
ITEM 3. Defaults upon Senior Securities 4
ITEM 4. Submission of Matters to a Vote of Security Holders 4
ITEM 6. Exhibits and Reports on Form 8-K 4
SIGNATURES 5
Page 2 of 5 Pages
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Part I Financial Information
Item 1. Financial Statements (see Note below)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (see Note below)
NOTE: Enron Oregon Corp. (the "Company" or "New Enron") was incorporated
under the laws of the State of Oregon on July 19, 1996 as a wholly owned
subsidiary of Enron Corp. ("Enron"). The Company was formed solely for the
purpose of effecting the transactions contemplated by the Amended and Restated
Agreement and Plan of Merger dated as of July 20, 1996 and amended and restated
as of September 24, 1996, as amended by the First Amendment thereto dated as of
April 14, 1997 (the "Merger Agreement") among Enron, the Company and Portland
General Corporation, an Oregon corporation ("PGC").
Under the Merger Agreement, and subject to the terms and conditions
thereof, (i) Enron will be reincorporated as an Oregon corporation by merging
with and into New Enron (the "Reincorporation Merger") and (ii) immediately
thereafter, PGC will merge with and into New Enron, with New Enron being the
surviving corporation (the "PGC Merger" and, together with the Reincorporation
Merger, the "Mergers"). The Merger Agreement provides that if certain regulatory
reforms are enacted, the structure of the transactions contemplated by the
Merger Agreement will be revised to eliminate the Reincorporation Merger.
Completion of the Mergers remains subject to approval by the PGC
shareholders on or about June 24, 1997, and satisfaction of regulatory approvals
and other customary closing conditions, including approval by the Oregon Public
Utility Commission.
As a result, New Enron has not issued any of its authorized shares, except
for 1,000 shares of Common Stock issued to Enron in connection with the
formation of New Enron. Furthermore, New Enron has no assets, liabilities or
equity as of March 31, 1997 (or as of the date hereof), except for immaterial
amounts of cash contributed by Enron in connection with the formation of New
Enron. In addition, New Enron has conducted no operations and has incurred no
liabilities.
Accordingly, there are no financial statements or Management's Discussion
and Analysis of Financial Condition and Results of Operations in this report.
Upon the consummation of the Mergers, the assets, liabilities and equity
of Enron and PGC will become assets, liabilities and equity of New Enron and
will be included in New Enron's financial statements.
Part II Other Information
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
As contemplated by the Merger Agreement, the Articles of
Incorporation of New Enron were amended and restated on October 7, 1996.
However, because Enron is the only shareholder of New Enron, and will be the
only shareholder until the consummation of the Mergers, the amendments will not
affect any security holder (other than Enron) until the Mergers have been
consummated. The Restated Articles of Incorporation are filed as Exhibit 3.1 to
this Quarterly Report and are incorporated by reference herein.
Page 3 of 5 Pages
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Furthermore, the forms of Series Designation for the New Enron
Cumulative Second Preferred Stock and 9.142% Perpetual Second Preferred Stock
are attached to this Quarterly Report as Exhibits 3.3 and 3.4, respectively, and
are incorporated by reference herein. However, such series designations have not
yet been adopted by the New Enron Board of Directors or filed with the Secretary
of State of the State of Oregon.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
2.1 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, New Enron and PGC (incorporated by reference to
Exhibit 2.1 to New Enron's Registration Statement on Form S-4,
Registration No. 333-13791).
2.2 First Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of April 14, 1997, by and among Enron, New
Enron and PGC.
3.1 Restated Articles of Incorporation of New Enron (incorporated by
reference to Exhibit 3.1 to New Enron's Registration Statement
on Form S-4, Registration No. 333-13791).
3.2 Form of Bylaws of New Enron (incorporated by reference to
Exhibit 3.2 to New Enron's Registration Statementon Form S-4,
Registration No. 333-13791).
3.3 Form of Series Designation for the New Enron Cumulative Second
Preferred Convertible Stock (incorporated by reference to
Exhibit 3.3 to New Enron's Registration Statement on Form S-4,
Registration No. 333-13791).
3.4 Form of Series Designation for the New Enron 9.142% Perpetual
Second Preferred Stock (incorporated by reference to Exhibit
3.4 to New Enron's Registration Statement on Form S-4,
Registration No. 333-13791).
27 Financial Data Schedule.
(b) Reports on Form 8-K.
None.
Page 4 of 5 Pages
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENRON OREGON CORP.
Date: May 14, 1997 By: /s/ William D. Gathmann
-------------------------------
Name: William D. Gathmann
Title: Vice President, Finance and
Treasurer
(Principal Financial Officer)
Page 5 of 5 Pages
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EXHIBIT INDEX
2.2 -- First Amendment to Amended and Restated Agreement and Plan of
Merger, dated as of April 14, 1997, by and among Enron, New
Enron and PGC.
27 -- Finanacial Data Schedule