Prospectus Supplement Rule 424(b)(5)
(To Prospectus dated July 1, 1993) File No. 33-62514
Portland General Electric Company
$75,000,000
Medium-Term Note Series IV
(A Series of First Mortgage Bonds)
Due from Nine Months to Thirty Years from Date of Issue
Portland General Electric Company (the "Company") may offer from time
to time up to $75,000,000 aggregate principal amount of its Medium-Term Note
Series IV (a series of First Mortgage Bonds) (the "Notes") having maturities
from nine months to thirty years and on other terms to be determined at the
time or times of sales.
The Notes will bear interest at fixed rates. Interest will accrue on
each Note from its date of issue and, unless otherwise specified in
supplements hereto ("Pricing Supplements"), will be payable on each June 15
and December 15 and at maturity. Payment of the principal of and interest on
the Notes will be secured by the lien of the Mortgage described herein and in
the accompanying Prospectus.
The interest rates and other variable terms of the Notes as described
herein will be established by the Company from time to time and set forth in
Pricing Supplements hereto. The interest rates and certain other variable
terms are subject to change by the Company, but no such change will affect any
Note theretofore issued or as to which an offer to purchase has been accepted
by the Company. If specified in the applicable Pricing Supplement, the Notes
will be redeemable prior to maturity at the option of the Company upon the
terms and conditions so specified. If specified in the applicable Pricing
Supplement, the Notes will be repayable at the option of the holders upon the
terms and conditions so specified. The Notes will not be subject to any
sinking fund. The Notes will be issued in denominations which are integral
multiples of $1,000. See "Description of the Notes".
The Notes will be issued in fully registered certificated or book-entry
form. Interests in Notes in book-entry form will be shown on, and transfers
thereof will be effected only through, records maintained by The Depository
Trust Company, as Depositary, and its participants. Owners of beneficial
interests in Notes issued in book-entry form will be entitled to physical
delivery of Notes in certificated form only under the limited circumstances
described herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Price to Agents Proceeds to
Public (1) Commissions (2) Company (2)(3)
Per Note 100.000% .125% - .750% 99.875% - 99.250%
Total $75,000,000 $93,750 - $562,500 $74,906,250 - $74,437,500
(1) Unless otherwise specified in the applicable Pricing Supplement, the Notes
will be sold at 100% of their principal amount.
(2) The Company will pay to the agents named herein (the "Agents") a commission
of from .125% to .750% of the principal amount of each Note sold through
the Agents, depending upon the maturity of the Note sold. The Company may
also sell Notes to the Agents, as principals, at a discount for resale at
prevailing market prices at the time or times of resale as determined by
such Agents.
(3) Before deducting expenses payable by the Company estimated at $200,000.
Offers to purchase the Notes will be solicited on behalf of the Company
from time to time by the Agents. The Agents may also purchase Notes on their
own behalf. The Notes will not be listed on any securities exchange, and there
can be no assurance that any of the Notes offered by this Prospectus
Supplement will be sold or that there will be a secondary market therefor.
The Company or the Agents may reject, in whole or in part, any offer for a
purchase of Notes. No termination date for the offering of the Notes has been
established. See "Plan of Distribution" in this Prospectus Supplement.
Merrill Lynch & Co. UBS Securities Inc.
The date of this Prospectus Supplement is May 16, 1995.
DESCRIPTION OF THE NOTES
General
Up to $75,000,000 principal amount of Notes will be issued as a series
of First Mortgage Bonds (the "Bonds") under the Mortgage, which is defined and
more fully described in the accompanying Prospectus. The following summaries
of certain provisions of the Mortgage do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the Mortgage, including the definitions therein of certain
terms. The terms and conditions set forth below will apply to each Note
unless otherwise specified in the applicable Pricing Supplement.
The Mortgage creates a continuing lien to secure the payment of
principal of, and interest on, the Notes issued and to be issued thereunder.
The Notes rank pari passu with all other Bonds issued pursuant to the Mortgage
and from time to time outstanding.
The Notes will be issued only in fully registered certificated or
book-entry form without coupons and, except as may otherwise be provided in the
applicable Pricing Supplement, in denominations which are integral multiples
of $1,000. No charge will be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any stamp tax or other governmental charge that may be imposed in
connection therewith. In the case of Notes issued in book-entry form, all
references herein to the "holder" of such Notes are to The Depository Trust
Company or its nominee and not to the owner of a beneficial interest in such
book-entry Notes. See "Book-Entry Notes."
Principal and interest will be payable, the transfer of the Notes will
be registrable, and Notes will be exchangeable for Notes bearing identical
terms and provisions at the office or agency of the Company in The City of New
York designated for such purpose; provided, however, that payment of interest,
other than interest at maturity (or on any date of redemption or repayment if
a Note is redeemed or repaid prior to maturity), may be made at the option of
the Company by check mailed to the address of the person in whose name the
applicable Note is registered at the close of business on the Regular Record
Date (as defined below under "Interest") as shown on the bond register
maintained by Marine Midland Bank, formerly Marine Midland Bank, N.A., (the
"Trustee"); provided further, however, that a holder of $10,000,000 or more in
aggregate principal amount of Notes having the same Interest Payment Date (as
defined hereinafter) shall be entitled to receive payments of interest by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Trustee not less than sixteen days
prior to the applicable Interest Payment Date. Interest will be payable on
each date specified in the Note on which an installment of interest is due and
payable (each, an "Interest Payment Date") and at maturity (or, if applicable,
upon redemption or repayment). If the original issue date of a Note is
between the Regular Record Date and the Interest Payment Date, the initial
interest payment will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered holder on such next
succeeding Regular Record Date.
Maturity
The Notes may be offered on a continuous basis and will mature on any
day from 9 months to 30 years from the date of issue, as agreed to by the
purchaser and the Company. The maturity date for each Note will be stated on
the face thereof.
Interest
Each Note will bear interest from the date of issue at the fixed rate
per annum stated on the face thereof until the principal amount thereof is paid
or made available for payment. Unless otherwise specified in the applicable
Pricing Supplement, interest will be payable semiannually on each June 15 and
December 15, and at maturity (or, if applicable, upon redemption or
repayment). The "Regular Record Date" for the Notes will be the fifteenth
day, whether or not a Business Day (as defined hereinafter), next preceding
the Interest Payment Date. Interest on the Notes will be computed on the
basis of a 360-day year of twelve 30-day months. If any Interest Payment Date
or the maturity date (or, if applicable, any date of redemption or repayment)
of a Note falls on a day that is not a Business Day, the payment shall be
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made on the next Business Day as if it were made on the date such payment was
due and no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date or the maturity date (or any date of
redemption or repayment), as the case may be. Unless otherwise specified in
the applicable Pricing Supplement, "Business Day" means any day other than a
Saturday or Sunday on which banks in the City of New York are not required or
authorized by law to close.
Interest payments shall be made in the amount of interest accrued from,
and including the next preceding Interest Payment Date in respect of which
interest has been paid or duly provided for (or from, and including, the date
of issue, if no interest has been paid with respect to such Note), to, but
excluding, the Interest Payment Date or the maturity date or date of
redemption or repayment (each, an " Interest Accrual Period"). The principal
and interest payable at maturity (or, if applicable, upon redemption or
repayment) on each Note will be paid upon maturity in immediately available
funds against presentation of the Note at the corporate trust office of the
Trustee located at 140 Broadway - A Level, New York, New York 10015-0001.
Interest payable at maturity (or, if applicable, upon redemption or repayment)
will be payable to the person to whom the principal of the Note shall be paid.
Redemption
The Notes will be subject to redemption by the Company on and after the
initial regular redemption date, if any, fixed at the time of sale and set
forth in the applicable Pricing Supplement (the "Initial Regular Redemption
Date"). On and after the Initial Regular Redemption Date with respect to any
Note, such Note will be redeemable in whole or in part in increments of $1,000
(provided that any remaining principal amount of such Note shall be at least
$100,000) at the option of the Company at the Regular Redemption Price (as
hereinafter defined), determined in accordance with the following paragraph,
together with interest thereon payable to the date of redemption, on notice
given no more than 90 nor less than 30 days prior to the date of redemption.
In the event such Note is redeemable at the option of the Company, moneys
remaining in the replacement fund may be used to redeem such Note at the
Regular Redemption Price.
The "Regular Redemption Price" for each Note subject to redemption at
the option of the Company shall initially be equal to a certain percentage (the
"Initial Regular Redemption Percentage") of the principal amount of such Note
to be redeemed and shall decline at each anniversary of the Initial Regular
Redemption Date with respect to such Note by a percentage (the "Annual Regular
Redemption Percentage Reduction"), if any, of the principal amount to be
redeemed until the Regular Redemption Price is 100% of such principal amount.
The Initial Regular Redemption Percentage and any Annual Regular Redemption
Percentage Reduction with respect to each Note subject to redemption at the
option of the Company prior to maturity will be fixed at the time of sale and
set forth in the applicable Pricing Supplement.
If no Initial Regular Redemption Date is indicated with respect to a
Note, such Note will not be redeemable at the option of the Company prior to
maturity otherwise than through the application of proceeds of the sale or
disposition substantially as an entirety of the Company's electric property at
Portland, Oregon, in which event such Note will be redeemable upon payment of
the principal amount thereof together with interest thereon payable to the
date of redemption.
Optional Repayment
The Notes will be subject to repayment at the option of the holders on
the date(s), if any, fixed at the time of sale and set forth in the applicable
Pricing Supplement (the "Optional Repayment Date"). If no Optional Repayment
Date is indicated with respect to a Note, the Note may not be so repaid at the
option of the holder prior to maturity. On any Optional Repayment Date with
respect to any Note, such Note will be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount of such
Note shall be at least $100,000) at the option of the holder at a repayment
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For any Note to be repaid
in whole or in part at the option of the holder, the Note must be received,
with the form entitled "Option to Elect Repayment" attached to the Note duly
completed, by the Trustee at 140 Broadway - A Level, New York, New York 10015-
0001, or such address which the Company shall from time to time notify the
holders of the Note, not more than 60 nor less than 20 days prior to an
Optional Repayment Date. Exercise of such repayment option by the holder
shall be irrevocable.
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Book-Entry Notes
The Notes may be issued in whole or in part in book-entry form
("Book-Entry Notes"). Upon issuance, all such Book-Entry Notes having
identical terms and provisions will be represented by a single global
security (each, a "Global Note"). Unless otherwise specified in a Pricing
Supplement, each Global Note representing Book-Entry Notes will be deposited
with, or on behalf of, The Depository Trust Company ("DTC"), and registered
in the name of a nominee of DTC.
DTC has advised the Company and the Agent that it is a limited-
purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of
the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. DTC holds securities that its participants ("Participants")
deposit with it. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a
number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to DTC's book-entry system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Direct Participant either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
Purchases of Book-Entry Notes under the DTC system must be made by
or through Direct Participants, which will receive a credit on DTC's records
for the respective principal amount of the Book-Entry Notes represented by
the Global Note. The ownership interest of each actual purchaser of Book-Entry
Notes ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Book-Entry Notes are to be accomplished by entries
made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests, except in the event that use of the book-entry system for the Notes
is discontinued.
To facilitate subsequent transfers, each Global Note will be deposited
with DTC and will be registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of the Global Notes with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Book-Entry Notes; DTC's
records reflect only the identity of the Direct Participants to whose accounts
the Book-Entry Notes are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Principal and interest payments on the Book-Entry Notes will be made
by the Company through the Trustee to DTC. DTC's practice is to credit Direct
Participants' accounts on the payable date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payment on the payable date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers
in bearer form or registered in "street name", and will be the responsibility
of such Participant and not of DTC, the Trustee, or the Company, subject to
any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the responsibility of the
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Company through the Trustee, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants. The Trustee will not have any responsibility or
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Note or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
DTC may discontinue providing its services as securities depository
with respect to the Book-Entry Notes at any time by giving reasonable notice
to the Company. Under such circumstances, in the event that a successor
securities depository is not appointed by the Company within 90 days, the
Company will issue Notes in certificated form in exchange for the Global
Notes representing Book-Entry Notes. In addition, the Company may at any
time determine not to have Book-Entry Notes represented by one or more Global
Notes and, in such event, will issue Notes in certificated form in exchange
for the Global Note or Notes representing such Book-Entry Notes. In any such
instance, an owner of a beneficial interest in any Global Note will be
entitled to physical delivery of Notes in certificated form which are equal in
principal amount to such beneficial interest and to have such Notes registered
in its name. Such Notes so issued will be issued in registered form only
without coupons and in denominations which are integral multiples of $1,000.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Company believes to be reliable,
but the Company takes no responsibility for the accuracy thereof.
So long as DTC, or its nominee, is the registered owner of a Global
Note, DTC or its nominee, as the case may be, will be considered the sole owner
or holder of the Book-Entry Notes represented by such Global Note for all
purposes under the Mortgage. Accordingly, each Beneficial Owner must rely on
the procedures of DTC and, if such person is not a Participant, on the
procedures of the Participant through which such person owns its interests, to
exercise any rights of a holder under the Mortgage or such Global Note. The
Company understands that neither DTC or its nominee will consent or vote with
respect to the Book-Entry Notes. In the event that the Company requests any
action of holders of Book-Entry Notes or an owner of a beneficial interest in
a Global Note desires to take any action that DTC or its nominee, as the
holder of such Global Note, is entitled to take, DTC would assign its and its
nominees consenting or voting rights to the Participants. The Company
understands that under existing industry practice, the Direct Participants
would authorize Beneficial Owners owning through such Direct Participants to
take such action or would otherwise act upon the instructions of Direct
Beneficial Owners owning through them.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuing basis for sale by the
Company through Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Securities Inc. (the "Agents") who have agreed to use
their reasonable efforts to solicit offers to purchase the Notes. The
Company reserves the right to sell Notes directly to investors on its own
behalf in those jurisdictions where it is authorized to do so. The Company
will pay the Agents a commission of from .125% to .750% of the principal
amount of each Note sold through such Agents, depending upon the maturity of
such Note. The Company may also sell the Notes to the Agents, as principals,
at a discount from the principal amount thereof as specified in the applicable
Pricing Supplement, and such Agents may later resell such Notes to investors
and other purchasers at varying prices related to prevailing market prices at
the time or times of resale, as determined by such Agents.
The Company reserves the right to withdraw, cancel, suspend or modify
the offering of the Notes at any time without notice and may reject any offer
for the purchase of Notes from the Company in whole or in part. The Agents
shall have the right, exercisable in its reasonable discretion, to reject any
proposed purchase of Notes in whole or in part.
The Notes are a new issue of securities with no established trading
market. The Agents have informed the Company that they intend to make a
market in the Notes, but are under no obligation to do
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so, and the Agents may cease making a market in the Notes at any time.
Therefore, no assurance can be given that a trading market for the Notes will
exist in the future. The Notes will not be listed for trading on any
securities exchange.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. The Company has agreed to indemnify the
Agents against certain liabilities, including liabilities under the Securities
Act.
RATIO OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges (unaudited) for the years 1990
to 1994 and the 12 months ended March 31, 1995 were 3.12, 2.31, 3.08, 3.13,
3.14, and 2.57, respectively.
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Portland General Electric Company
First Mortgage Bonds
The Company may offer and sell, from time to time, or all at one time,
up to $225,000,000 aggregate principal amount of its First Mortgage Bonds (the
"New Bonds"). The New Bonds may be offered in one or more separate series,
including medium term note series, as determined at the time of offering. The
New Bonds, or any series thereof if there shall be more than one series, or
any New Bonds within such series, will be offered on terms to be determined by
market conditions at the time of offering. The aggregate principal amount,
maturity, interest rate (or method of calculating the interest rate), any
redemption provisions, any sinking fund provisions, offering price, proceeds
to the Company and other terms of the New Bonds or any series thereof or any
New Bonds within such series will be set forth in a prospectus supplement to
be delivered at the time of any such offering.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The New Bonds, or any series thereof if there shall be more than one
series, or any New Bonds within such series, may be sold directly, through
agents designated from time to time, or through underwriters or dealers. If
any agents of the Company or any underwriters are involved in the sale of the
New Bonds, or such series thereof, or any New Bonds within such series, in
respect of which this Prospectus is being delivered, the names of such agents
or underwriters and any applicable discounts or commissions with respect to
such New Bonds will also be set forth in a prospectus supplement to be
delivered at the time of any such offering.
July 1, 1993
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AVAILABLE INFORMATION
The Company and its parent, Portland General Corporation ("Portland"),
are subject to the information requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and in accordance therewith file reports and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information concerning the Company and
Portland can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048; and 500 West Madison, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material can be obtained upon
written request addressed to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
reports, proxy statements and other information concerning the Company and
Portland may be inspected at the offices of both the New York Stock Exchange,
20 Broad Street, New York, New York 10005 and The Pacific Stock Exchange, 301
Pine Street, San Francisco, California 94104, on which Portland Common Stock
and certain of the Company's securities are listed.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits thereto, referred
to as the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act"). This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission by the Company, are incorporated in this Prospectus by reference as
of their respective dates of filing:
1. Annual Report on Form 10-K for the year ended December 31, 1992.
2. Current Report on Form 8-K dated January 4, 1993.
3. Quarterly Report on Form 10-Q for the quarter ended March 31, 1993.
All reports filed by the Company pursuant to Sections 13, 14, or 15(d)
of the Securities Exchange Act of 1934 subsequent to the date of this
Prospectus and prior to the termination of the offering or offerings hereunder
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of the filing of such reports. The documents
enumerated above or subsequently filed by the Company pursuant to Section 13
of the Securities Exchange Act of 1934 prior to the filing with the Commission
of the Company's most recent annual report on Form 10-K shall not be
incorporated by reference in this Prospectus or be a part hereof from and after
the filing of such annual report on Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Requests for such copies should be
directed to Steven N. Elliott, Assistant Treasurer, Portland General Electric
Company, 121 S.W. Salmon Street, Portland, Oregon 97204 (telephone number:
503/464-8917).
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SUMMARY OF PROSPECTUS
The following material is qualified in its entirety by the detailed
information and financial statements (including the notes thereto) appearing
elsewhere in this Prospectus and in the documents incorporated in this
Prospectus by reference.
THE COMPANY
Business . . . . . . . . . . . . . . . . Generation, purchase, transmission,
distribution and sale of electric
energy.
Total Energy Output - 1992 . . . . . . . Company owned - Hydro 10%, Nuclear
16%, Coal 25%, Combustion Turbines
8%, Purchases - Long-term contracts
(primarily hydro) 24%, Non-firm
purchased power 17%.
Service Area . . . . . . . . . . . . . . 3,170 square mile area within the
State of Oregon.
Estimated Service Area Population . . . . . . . . . . . . . . . 1,300,000
Approximate Number of Customers (March 31, 1993) . . . . . . . 613,000
Estimated 1993 Capital Expenditures . . . . . . . . . . . . . . $175,000,000
FINANCIAL INFORMATION
In Thousands
(except ratios and percentages)
Year Ended December 31 12 months ended
1990 1991 1992 March 31, 1993
(unaduited)
Statement of Income Data:
Operating Revenues . . . $844,720 $885,637 $881,072 $921,278
Operating Income . . . . 181,344 139,364 161,011 166,740
Net Income . . . . . . . 121,949(a) 74,075 105,562 111,651
Ratio of earnings to fixed charges (Unaudited) for the years 1988 to 1992 and
the 12 months ended March 31, 1993 were 2.53, 1.72, 3.12, 2.31, 3.08 and 3.25,
respectively.
March 31, 1993
(Unaudited)
Actual As Adjusted(b)
Capitalization and Short-term debt:
Short-Term Debt . . . . . . . . . . . . . . . $ 85,451 $ 30,000 1.6%
Long-Term Debt (excluding long-term debt maturing within one year)
First Mortgage Bonds . . . . . . . . . . . 556,618 736,968 39.0
Other . . . . . . . . . . . . . . . . . . 266,209 216,720 11.5
Total . . . . . . . . . . . . . . . . $ 822,827 $ 953,688 50.5
Cumulative Preferred Stock (excluding sinking fund
requirements) . . . . . . . . . . . . 151,504 151,504 8.0
Common Stock Equity . . . . . . . . . . . 754,041 754,041 39.9
Total Capitalization . . . . . . . . . $1,728,372 $1,859,233 98.4%
Total . . . . . . . . . . . . . . . . $1,813,823 $1,889,233 100.0%
(a) In 1990, $16,090,000 was restored to income for settlement of certain
rate matters.
(b) Includes $177,000,000 in long-term debt issued and $150,000,000 in long-
term debt retired subsequent to March 31, 1993. Adjusted to give effect
to the sale of all of the New Bonds, assuming that $143,920,000 of
existing long-term debt is retired and the balance is used for other
corporate purposes including the Company's construction program. (see
"Use of Proceeds").
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THE COMPANY
Portland General Electric Company, incorporated in Oregon in 1930, has
principal offices located at 121 S.W. Salmon Street, Portland, Oregon 97204
(telephone number: 503/464-8000). The Company is an electric utility engaged
in the generation, purchase, transmission, distribution and sale of
electricity in the State of Oregon. The Company's service area is 3,170
square miles, including 54 incorporated cities of which Portland and Salem are
the largest, within a State approved service area allocation of 4,070 square
miles. A portion of the City of Portland is serviced by another Oregon
utility. The Company estimates that the population of its service area at
December 31, 1992 was approximately 1.3 million, constituting approximately
45% of the State's population. At March 31, 1993, the Company served more
than 613,000 customers.
The Company is a wholly owned subsidiary of Portland General Corporation
("Portland"), an electric utility holding company exempt from the application
of the Public Utility Holding Company Act of 1935 except Section 9(a)(2)
relating to the acquisition of securities of other public utility companies.
USE OF PROCEEDS
The net proceeds from the sale of the New Bonds will be used for
refunding fixed and variable rate securities, reducing short-term debt and
other corporate purposes, including the Company's construction program.
DESCRIPTION OF NEW BONDS
All references to the New Bonds herein shall, unless the context
otherwise requires, be deemed also to refer to each series of the New Bonds if
there shall be more than one series.
The New Bonds are to be issued under the Indenture of Mortgage and Deed
of Trust, dated July 1, 1945, made by the Company to The Marine Midland Trust
Company of New York (now Marine Midland Bank, N.A.), as Trustee (the "Original
Indenture"), as supplemented by forty-two supplemental indentures (the
"Supplemental Indentures") heretofore executed by the Company and as to be
supplemented by one or more additional supplemental indentures to be dated the
first day of the month or months of issuance of each series of the New Bonds,
all of which are collectively referred to as the "Mortgage".
The statements herein concerning the New Bonds and the Mortgage are an
outline and do not purport to be complete. They make use of defined terms and
are qualified in their entirety by reference to the Mortgage, which is filed
as an exhibit to the Registration Statement. References herein are to
sections and articles of the Original Indenture unless otherwise indicated.
References to the New Supplementals are to the drafts of the form of New
Supplemental Indenture and the form of New MTN Supplemental Indenture,
respectively, (collectively the "New Supplementals") which are filed as
exhibits to the Registration Statement.
A Prospectus Supplement will set forth any variation in the terms and
provisions of the New Bonds from those described in this Prospectus.
Form, Denominations and Exchangeability
The New Bonds are issuable in fully registered form in denominations of
$1,000, or such other amounts as may be authorized by the Company, or any
amount in excess thereof that is a multiple of $1,000. (New Supplementals
Section 1.01)
The New Bonds will be transferable or exchangeable for New Bonds of
other authorized denominations without any service charge at the office of the
Trustee in New York, N.Y. (Sections 2.06 and 2.10; New Supplementals Section
1.01)
4
Interest and Payment
Reference is made to the Prospectus Supplement for the interest rate or
rates (which may be either fixed or variable) and/or the method of
determination of such rate or rates, of the New Bonds, the date or dates on
which such interest is payable and the office or agency in the Borough of
Manhattan, City and State of New York at which interest will be payable.
Security and Priority; Bondable Public Utility Property
In the opinion of the Company's counsel the New Bonds are to be secured,
equally with all other bonds heretofore or hereafter issued under the
mortgage, by a direct first lien on the Company's interests in substantially
all of its property (except cash, securities, contracts and accounts receiva-
ble, motor vehicles, materials and supplies, fuel, certain minerals and
mineral rights and certain other assets) now owned or hereafter acquired by
the Company; subject, however, to certain permitted encumbrances and to
various exceptions, reservations, reversions, easements and minor irregulari-
ties and deficiencies in title, which, in the opinion of such counsel, will
not interfere with their proper operation and development. The lien of the
Mortgage does not extend to properties located outside of Oregon or contiguous
states (principally the Company's interest in the Colstrip units located in
Montana).
The Mortgage permits the acquisition of property subject to prior liens.
However, no property subject to prior liens (other than liens securing the
unpaid purchase price of equipment or machinery) may be acquired (a) if at the
date of acquisition thereof the principal amount of indebtedness secured by
such prior liens, together with all other prior lien indebtedness of the
Company, exceeds 10% of the aggregate principal amount of bonds outstanding
under the Mortgage, or (b) if at the date of acquisition thereof the principal
amount of indebtedness secured by such prior liens exceeds 60% of the cost of
such property to the Company, or (c) in certain cases of property used by
another in a business similar to that of the Company, unless the net earnings
of such property meet certain tests. (Section 8.11)
The term "bondable public utility property", as presently defined in
the Mortgage, means specified types of tangible property, including property
then in the process of construction, now owned or hereafter acquired by the
Company and subjected to the lien of the Original Indenture as the same has
been or may be in the future supplemented, modified or amended, which is
located in the State of Oregon or in any state contiguous thereto.
(Section 1.10A) When the holders of 75% in principal amount of bonds of all
series then outstanding, including the holders of not less than 60% in principal
amount of the bonds then outstanding of each series which is affected by such
amendment, shall have consented thereto, the term "bondable public utility
property" will be amended to mean the same types of tangible property now owned
or hereafter acquired by the Company and subjected to the lien of the Original
Indenture as the same has been or may be in the future supplemented, modified
or amended, which is located in the States of Oregon, Washington, California,
Arizona, New Mexico, Idaho, Montana, Wyoming, Utah, Nevada and Alaska. Each
holder of a New Bond, by his acceptance of such New Bond, shall thereby consent
to such amendment; no further vote or consent of holders of the New Bonds shall
be required to permit such amendment to become effective; and in determining
whether the holders of not less than 75% of principal amount of bonds
outstanding at the time such amendment becomes effective have consented
thereto, the holders of all New Bonds then outstanding shall be deemed to have
so consented. (New Supplementals Section 1.08 and 1.07) Similar provisions
are contained in all recent Supplemental Indentures under which new series of
bonds have been issued. Similar provisions amending the definition of
"bondable public utility property" to include all of the states named above
(other than Alaska) are included in certain prior Supplemental Indentures, as
well as in the New Supplementals.
The Company has covenanted, among other things, to not issue bonds under
the Mortgage in any manner other than in accordance with the Mortgage, to keep
the Mortgage a first priority lien on the Trust Estate and, except as
permitted by the Mortgage, to not suffer any act or thing whereby the Trust
Estate might or could be impaired. (Article EIGHT) Neither the Original
Indenture nor the Supplemental Indentures contain any provisions that afford
holders of bonds special protection in the event of a highly leveraged
transaction by the Company, however the bonds would continue to be entitled to
the benefit of a first priority lien on the Trust Estate as described above.
Any special provisions applicable to the New
5
Bonds will be set forth in the New Supplementals and described in a Prospectus
Supplement with respect to the New Bonds.
Redemption and Purchase of Bonds
Reference is made to the Prospectus Supplement for the terms and
conditions under which the New Bonds, or any series of the New Bonds if there
shall be more than one series, may be redeemed or purchased at the option of
the Company. The New Bonds will be redeemable at any time at 100% of the
principal amount thereof, together with interest accrued to the date of
redemption, by use of proceeds from the sale or disposition substantially as
an entirety of the Company's electric properties at Portland, Oregon. (Section
7.01)
Cash deposited under any provision of the Mortgage (with certain
exceptions) may be applied to the purchase of the New Bonds or any series of
the New Bonds if there shall be more than one series. (Section 7.05)
Sinking Fund Provisions
If a Prospectus Supplement with respect to all of the New Bonds offered
as a single series, or to any separate series of the New Bonds if there shall
be more than one series, states that there will be a sinking fund for the
benefit of such series, then so long as any New Bonds of such series shall be
outstanding, the Company will be required to deposit with the Trustee in each
year (except the year of maturity) commencing with such year as shall be set
forth in such Prospectus Supplement, cash sufficient to redeem on the first
day of the month of issuance of the first of the New Bonds of such series, at
the Special Redemption Price, New Bonds equal to the percentage set forth in
such Prospectus Supplement of the aggregate principal amount of New Bonds of
such series theretofore issued, after deducting from such aggregate principal
amount (but only if such deductions would aggregate $500,000 or more) the sum
of (1) the aggregate principal amount of New Bonds of such series theretofore
redeemed out of the proceeds of property released from the lien of the
Mortgage and (2) New Bonds of such series theretofore redeemed and retired and
made the basis for the withdrawal of such proceeds or certified in lieu of the
deposit of cash upon the release or taking of property. If so set forth in
such Prospectus Supplement, credit against such cash required to be deposited
may be taken at the Company's election in an amount equal to the principal
amount of New Bonds of such series (i) delivered to the Trustee, (ii) at any
time theretofore redeemed at the option of the Company at the Regular
Redemption Price, and/or (iii) redeemed at the Special Redemption Price in
anticipation of any sinking fund payment at any time during the twelve months
preceding the payment date therefor. If so set forth in such Prospectus
Supplement, the Company may also satisfy all or any part of any sinking fund
payment by certifying to the Trustee available additions in an amount equal to
166 % of the portion of the sinking fund payment being so satisfied. If so
set forth in such Prospectus Supplement, cash so deposited to satisfy all or
any part of any sinking fund payment shall be used by the Trustee for the
redemption of New Bonds of such series and the Company is required to pay all
accrued interest and expenses with respect to any New Bonds of such series so
redeemed. If sinking fund payments for the New Bonds of any series may be
satisfied in whole or in part by delivering to the Trustee New Bonds of such
series acquired by the Company through purchase in the open market or
otherwise, by redemption and/or by certifying available additions, there will
be no assurance that any of the New Bonds of any series will ever be called
for redemption through operation of the sinking fund therefor. In the event
that less than all of the New Bonds of any series then outstanding were to be
redeemed, the selection would be made by the Trustee by lot in any manner
deemed by the Trustee to be proper. (Section 9.03)
Replacement Fund
The Company is required, on or before May 1 in each year, to pay to the
Trustee an amount in cash and/or deliver bonds of any series in principal
amount equal to the amount by which the minimum provision for depreciation
upon bondable public utility property (see below) for the preceding calendar
year exceeds property additions (as specified below) and, in the event of any
deficiency in property additions, the sum of certain other credits described
below, which are optional. Credit must be taken in an amount equal to the
aggregate amount and/or cost of property additions acquired or constructed by
the Company from
6
March 31, 1945 to the end of the preceding calendar year, less (1) property
additions theretofore made the basis for action or credit under the Mortgage,
(2) available additions theretofore made the basis for action or credit under
the Mortgage, and (3) property additions theretofore credited against any
previous replacement fund requirement. The Company may at its election credit
against the amount, if any, required to be paid (i) any available bond
retirements, (ii) certain expenditures for the acquisition of or for
improvements, additions, renewals or replacements to bondable public utility
property subject to a prior lien, and (iii) certain retirements of prior lien
indebtedness. To the extent that such credits at any time exceed the
replacement fund requirement, the Company may withdraw cash or bonds held by
the Trustee in the replacement fund or, under certain circumstances, reinstate
available bond retirements previously taken as a credit against any
replacement fund requirement. Any cash so deposited with the Trustee for the
replacement fund may, at the option of the Company, be applied to the
redemption or purchase of bonds. Redemptions of New Bonds are at the then
applicable Regular Redemption Prices. (Section 4.04; New Supplementals
Sections 1.04 and 1.03)
The amount of the mandatory credit for property additions has always
exceeded the replacement fund requirement and therefore the Company has not
been required (or permitted) to pay cash or deliver bonds to the Trustee. The
Company expects this to continue in the foreseeable future.
Minimum Provision for Depreciation
The "minimum provision for depreciation" as applied to bondable public
utility property, as presently defined in the Mortgage, is, for any period
(other than periods of less than a calendar year), 15% of the gross operating
revenues derived from such property during such period, after deducting the
cost of purchased power and lease or rental payments for generating or
transmission facilities, less all amounts expended for maintenance of such
property during such period. The "minimum provision for depreciation" as
applied to bondable public utility property not subject to a prior lien is
similarly determined on the basis of gross operating revenues from, and
maintenance expenditures upon, bondable public utility property not at the
time subject to a prior lien. (Section 1.10G)
When the holders of 75% in principal amount of bonds of all series then
outstanding, including the holders of not less than 60% in principal amount of
the bonds then outstanding of each series which is affected by such
amendments, shall have consented thereto:
(1) The definitions of minimum provision for depreciation will be
amended so that the minimum provision for depreciation for the period
from March 31, 1945 through December 31, 1966 as applied to bondable
public utility property, whether or not subject to lien, shall mean
$35,023,487.50 (which is the amount of such minimum provision for such
period under the existing definitions of minimum provision for
depreciation); the minimum provision for depreciation as applied to
bondable public utility property for any calendar year subsequent to
December 31, 1966, shall mean the greater of (i) an amount equal to
2% of such property, as shown by the books of the Company as of
January 1 of such year, with respect to which the Company was then
required to make appropriations to a reserve or reserves for
depreciation or obsolescence, or (ii) the amount actually appropriated
in respect of such property to such reserve or reserves for such
calendar year, in either case less an amount equal to the aggregate
of (a) the amount of any property additions which during such calendar
year were made the basis for a sinking fund credit, pursuant to the
provisions of a sinking fund for bonds of any series, and (b) 166 % of
the principal amount of bonds of any series which were credited against
any sinking fund payment due during such calendar year for bonds of any
series, or which were redeemed in anticipation of, or out of moneys
paid to the Trustee on account of any sinking fund payment due during
such calendar year for bonds of any series; and the aggregate amount of
the minimum provision for depreciation as applied to bondable public
utility property from March 31, 1945 to any date shall mean
$35,023,487.50 plus the sum of the minimum provision for depreciation
for each calendar year or fraction thereof between December 31, 1966
and such date, calculated as set forth immediately above.
(2) The amended definitions of minimum provision for depreciation as
applied to bondable public utility property set forth in (1) above will
be further amended so that (A) the property additions and bonds referred
to in (a) and (b) of (1) above will be limited to property additions and
bonds which,
7
as a result of having been made the basis of a sinking fund credit for
bonds of any series or having been redeemed in anticipation of or out
of moneys paid to the Trustee on account of a sinking fund payment for
bonds of any series, become disqualified from being made the basis of
the authentication and delivery of bonds or any other further action
or credit under the Mortgage, either without time limit or only for as
long as any bonds of such series are outstanding, and (B) the amended
definition of the aggregate amount of the minimum provision for
depreciation as applied to bondable public utility property from
March 31, 1945 to any date set forth in (1) above will be further
amended by adding thereto (1) the amount of any property additions
referred to in (a) of (1) above, as so amended, which between December
31, 1966 and such date were made the basis for a sinking fund credit
pursuant to the provisions of a sinking fund for bonds of any series,
and thereafter and on or prior to such date become "available
additions" as a result of the fact that all bonds of such series ceased
to be outstanding and (ii) 166 % of the principal amount of bonds
referred to in (b) of (1) above, as so amended, which between December
31, 1966 and such date were credited against any sinking fund payment,
or were redeemed in anticipation of, or out of moneys paid to the
Trustee on account of, any sinking fund payment, due between December
31, 1966 and such date for bonds of any series, and thereafter and on
or prior to such date became "available bond retirements" as a result
of the fact that all bonds of such series ceased to be outstanding.
The "minimum provision for depreciation" as applied to bondable public utility
property not subject to a prior lien for any period subsequent to December 31,
1966 will be calculated on similar bases except that the property referred to
in clauses (i) and (ii) of (1) above will be bondable public utility property
not subject to prior lien. If the revised definitions set forth in (1) above
or in both (1) and (2) above should become effective it is expected that the
minimum provisions for depreciation for periods subsequent to December 31,
1966 will be reduced from such minimum provisions as computed in accordance
with the existing definitions. Each holder of a New Bond, by his acceptance
of such New Bond, shall thereby consent to both such amendments; no further
vote or consent of holders of the New Bonds shall be required to permit either
such amendment to become effective; and in determining whether the holders of
not less than 75% in principal amount of bonds outstanding at the time either
such amendment becomes effective have consented thereto, the holder of all New
Bonds then outstanding shall be deemed to have so consented. (New
Supplementals Sections 1.08 and 1.07) Similar provisions amending the
definitions of "minimum provision for depreciation" set forth in (1) above
have been included in all prior Supplemental Indentures under which new series
of bonds have been issued, commencing with the Sixteenth Supplemental
Indenture. Similar provisions amending the definitions of "minimum provision
for depreciation" set forth in (2) have been included in all prior
Supplemental Indentures under which new series of bonds have been issued,
commencing with the Twenty-fifth Supplemental Indenture.
The amendment set forth in (1) above also contains provisions to the
effect that all bonds of any series and all property additions made the basis
of a credit upon any sinking fund payment for bonds of any series or redeemed
by operation of the sinking fund for bonds of any series (whether on any
sinking fund payment date or in anticipation of any sinking fund payment)
shall not be made the basis of the authentication and delivery of bonds or of
any other further action or credit under the Mortgage. The amendment set
forth in (2) above will eliminate such provisions. Certain presently
outstanding series of bonds are entitled to the benefits of similar
provisions, presently effective, prohibiting the use of bonds or property
additions made the basis of a credit upon or redeemed by operation of the
sinking fund, if any, for bonds of that series or certain previously issued
series. None of such provisions limit the use of such bonds or property
additions in calculating the amended definitions of minimum provision for
depreciation referred to in either (1) or (2) above. When the holders of 75%
in principal amount of bonds of all series than outstanding, including holders
of not less than 60% of the bonds then outstanding of each series which is
affected by such amendment, shall have consented thereto, the foregoing
provisions prohibiting the use of bonds or property additions so credited
against (or redeemed out of the proceeds of) any sinking fund payment for
bonds of any series, or for bonds of certain series, as the case may be, will
remain effective only so long as any such bonds of such series are
outstanding. When all bonds of a series cease to be outstanding, bonds and/or
property additions so credited (or redeemed) by operation of the sinking fund
for bonds of such series equal to 1% per annum of the principal amount of
bonds of such series theretofore issued (after making certain deductions) will
remain unavailable for further action or credit under the Mortgage, but the
amount of such bonds and property additions in excess of such 1% per annum
will
8
become "available additions" or "available bond retirements", as the case may
be. (New Supplementals Sections 1.08 and 1.07) Similar provisions with
respect to the use of bonds and property additions so credited against (or
redeemed out of the proceeds of) sinking fund payments and the amount of such
bonds and property additions in excess of such 1% per annum becoming
"available additions" or "available bond retirements", as the case may be,
have been included in all prior Supplemental Indentures under which new series
of bonds have been issued, commencing with the Twenty-fifth Supplemental
Indenture.
Issuance of Additional Bonds
The principal amount of bonds which may be issued under the Mortgage is
unlimited. Additional bonds may from time to time be issued on the basis of
(1) 60% of available additions, (2) the deposit of cash or (3) available bond
retirements. With certain exceptions in the case of (3) above, the issuance
of bonds is subject to net earnings available for interest for 12 consecutive
months within the preceding 15 months being at least twice the annual interest
requirements on all bonds to be outstanding and prior lien indebtedness.
(Article FIVE) Cash deposited with the Trustee pursuant to (2) above may be
(i) withdrawn in an amount equal to 60% of available additions, (ii) withdrawn
in an amount equal to available bond retirements or (iii) applied to the
purchase or redemption of bonds. (Article SEVEN) At March 31, 1993 the
Company had available additions and available bond retirements sufficient to
permit the issuance of approximately $100,000,000 and $200,000,000, respec-
tively, principal amount of additional bonds, including the New Bonds. As of
March 31, 1993, net earnings available for interest would permit the issuance
of up to $600,000,000 principal amount of additional bonds, including the New
Bonds. This amount would increase to the extent proceeds of the issuance of
bonds are used to retire presently outstanding first mortgage bonds.
Available additions are determined, at any time, by deducting from the
aggregate amount of property additions since March 31, 1945 (1) the greater of
the aggregate amount of retirements since March 31, 1945 or the aggregate
amount of the minimum provision for depreciation upon bondable public utility
property not subject to a prior lien since March 31, 1945, and (2) the
aggregate of available additions theretofore made the basis for action or
credit under the Mortgage. (Sections 1.10.I, 3.01 and 3.03.A) Property
additions taken as a credit against the replacement fund requirement are not
deemed to be "made the basis for action or credit". (Section 1.10.H)
Dividend Restrictions
So long as any of the New Bonds, or bonds of any other series heretofore
authenticated under the Mortgage, are outstanding, dividends (other than
dividends in capital stock of the Company) may not be declared or paid or
other distributions made on Common Stock of the Company, nor may any shares of
capital stock of the Company be purchased (other than in exchange for or from
the proceeds of other shares of capital stock of the Company), if the
aggregate amount so distributed or expended after December 31, 1944 would
exceed the aggregate amount of the Company's net income available for
dividends on its Common Stock accumulated after December 31, 1944. (Section
4.06; New Supplementals Sections 1.04 and 1.03) At March 31, 1993,
$343,000,000 of accumulated net income is available for payment of dividends
under the foregoing provision.
Release and Substitution of Property
Property subject to the lien of the Mortgage may (subject to certain
exceptions and limitations) be released only upon the substitution of cash,
purchase money obligations or certain other property or upon the basis of
available additions or available bond retirements. (Article SIX)
Modification of the Mortgage
The rights of the bondholders may be modified with the consent of the
holders of 75% of the bonds, including the consent of the holders of 60% of
the bonds of each series the rights of the holders of which are affected by
such modification. In general, no modification of the terms of principal and
interest, and no modification affecting the lien of the Mortgage or reducing
the percentage required for modification, is effective against any bondholder
without his consent. (Section 17.02) The Mortgage may also be modified
9
in various other respects not inconsistent with the Mortgage and which do not
adversely affect the interests of the holders of bonds. (Section 17.01)
Defaults and Notice Thereof
Defaults are defined as being: default in payment of principal; default
for 60 days in payment of interest or of any sinking fund or replacement or
improvement fund obligation; certain events of bankruptcy, insolvency or
reorganization; or default continuing for 60 days after notice in performance
or observance of other covenants, agreements or conditions. (Section 11.01)
The Trustee may withhold notice of defaults (except in payment of principal,
interest or any sinking or purchase fund installment) if it in good faith
determines it to be in the interest of the bondholders. (Section 14.09) The
holders of 25% of the bonds may declare the principal and accrued interest due
on default, but the holders of a majority may annul such declaration if such
default has been cured. (Section 11.01) No holder of bonds may enforce the
lien of the Mortgage without giving the Trustee written notice of a default
and unless the holders of 25% of the bonds have requested the Trustee to act
and offered the Trustee indemnity against expenses and the Trustee has failed
to act within 60 days. (Section 11.21) The holders of a majority of the bonds
may direct the time, method and place of conducting any proceedings for any
remedy available to the Trustee or exercising any trust or power conferred
upon the Trustee, but the Trustee is not required to incur personal liability
if there is reasonable ground for believing that it will not be sufficiently
indemnified for any expenditures in connection therewith. (Section 11.20)
Evidence to be Furnished to the Trustee
Compliance with Mortgage provisions is evidenced by written statements
of officers of the Company or persons selected and paid by the Company.
In certain cases, opinions of counsel and certificates of an engineer,
accountant, appraiser or other expert, (who in some instances must be
independent) must be furnished. Various certificates and other papers are
required to be filed annually and in certain events, including an annual
certificate with respect to compliance with the terms of the Mortgage and
absence of defaults.
PLAN OF DISTRIBUTION
The Company may offer the New Bonds: (i) through underwriters or
dealers; (ii) directly to a limited number of purchasers or to a single
purchaser; (iii) through agents or (iv) through a combination of any such
methods. A Prospectus Supplement with respect to the New Bonds will set forth
the terms of the offering of the New Bonds and the proceeds to the Company from
the sale thereof, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time to time.
If underwriters are utilized, the New Bonds being sold to them will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The New Bonds may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters, or directly by
one or more firms acting as underwriters. The underwriter or underwriters
with respect to the New Bonds being offered will be named in a Prospectus
Supplement relating to such offering and, if an underwriting syndicate is
used, the managing underwriter or underwriters will be set forth on the cover
page of such Prospectus Supplement. Any underwriting agreement will provide
that the obligations of the underwriters are subject to certain conditions
precedent, and that the underwriters will be obligated to purchase all of the
New Bonds to which such underwriting agreement relates if any are purchased.
The Company will agree to indemnify any underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933.
The New Bonds may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer
or sale of the New Bonds or any series thereof in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in a Prospectus Supplement. Agents
who participate in the distribution of the New
10
Bonds may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act of 1933.
LEGAL OPINIONS
Legal matters in connection with the issuance and sale of the New Bonds
are being passed upon for the Company by Steven F. McCarrel, Deputy General
Counsel of Portland and Assistant Secretary of the Company and for the
underwriters or agents by Morgan, Lewis & Bockius, 101 Park Avenue, New York,
NY 10178. As to all matters governed by Oregon law Morgan, Lewis & Bockius
will rely upon the opinion of Mr. McCarrel.
EXPERTS
The statements made under "Description of New Bonds," as to the matters
of law and legal conclusions have been prepared or reviewed by Mr. Steven F.
McCarrel, and such statements are made upon the authority of such counsel as
expert.
The Company's consolidated financial statements and schedules included
in its Annual Report on Form 10-K for the year ended December 31,
1992, which are incorporated by reference in this Prospectus, have been audited
by Arthur Andersen & Co., independent public accountants, as indicated in their
reports with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
11
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12
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13
No dealer, salesperson or any other Portland General
person has been authorized to give Electric Company
any information or to make any
representations not contained or
incorporated in this Prospectus, as
supplemented, in connection with the
offering made hereby and, if given
or made, such information or
representations must not be relied
upon as having been so authorized by $75,000,000
the Company or by the Agents. This
Prospectus, as supplemented, does Medium-Term Note Series IV
not constitute an offer of any
securities other than the registered (A Series of First Mortgage Bonds)
securities to which it relates, or
an offer to any person in any
jurisdiction where such offer would Due From Nine Months to
be unlawful. Neither the delivery of Thirty Years From Date of Issue
this Prospectus, as supplemented,
nor any sale made hereunder shall
under any circumstances, create any Prospectus Supplement
implication that the information
herein is correct as of any time
subsequent to the date hereof.
Table of Contents Merrill Lynch & Co.
Page UBS Securities Inc.
Prospectus Supplement Prospectus Supplement
Dated May 16, 1995
Description of the Notes . . S-2
Plan of Distribution . . . . S-5
Ratio of Earnings to Fixed
Charges . . . . . . . . . . S-6
Prospectus
Available Information . . . . 2
Incorporation of Certain
Documents by Reference . . . 2
The Company . . . . . . . . . 4
Use of Proceeds . . . . . . . 4
Description of New Bonds . . 4
Plan of Distribution . . . . 10
Legal Opinions . . . . . . . 11
Experts . . . . . . . . . . . 11
