Prospectus Supplement Rule 424(b)(2)
(To Prospectus dated July 1, 1993) File No. 33-62514
Portland General Electric Company
$75,000,000
Medium-Term Note Series III
(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 III (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 March 15 and September 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 of $100,000 or any amount in excess thereof which is an
integral multiple 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 Agent 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 agent named herein (the "Agent") a commission of from .125%
to .750% of the principal amount of each Note sold through the Agent, depending upon the
maturity of the Note sold. The Company may also sell Notes to the Agent, as principal,
at a discount for resale at prevailing market prices at the time or times of resale as
determined by such Agent.
(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 Agent. The Agent may also purchase Notes on its 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 Agent 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.
UBS Securities Inc.
The date of this Prospectus Supplement is August 17, 1994.
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 of $100,000 or any amount
in excess thereof which is an integral multiple 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
March 15 and September 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 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
S-2
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.
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 (including the Agent),
banks, trust companies, clearing corporations and certain other organizations.
DTC is owned by a number if 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-
S-3
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
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. 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 of $100,000 and integral multiples of $1,000 in excess thereof.
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 UBS Securities Inc. (the "Agent") who has agreed to use its
reasonable efforts to solicit offers to purchase the Notes. The
S-4
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 Agent a commission of from .125% to .750% of the principal amount
of each Note sold through such Agent, depending upon the maturity of such
Note. The Company may also sell the Notes to the Agent, as principal, at a
discount from the principal amount thereof as specified in the applicable
Pricing Supplement, and such Agent 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 Agent.
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 Agent
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 Agent has informed the Company that it intends to make a market
in the Notes, but is under no obligation to do so, and the Agent 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 Agent may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933, as amended. The Company has agreed to indemnify the
Agent against certain liabilities, including liabilities under the Securities
Act.
S-5
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
1
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 Now 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).
2
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").
3
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
receivable, 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
irregularities 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 166-2/3% 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) 166-2/3% 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) 166-2/3% 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, respectively, 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
9
effective against any bondholder
without his consent. (Section 17.02) The Mortgage may also be modified 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
10
agent will be set forth, in a Prospectus Supplement. Agents
who participate in the distribution of the New 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
the Company or by the Agent. This $75,000,000
Prospectus, as supplemented, does
not constitute an offer of any Medium-Term Note Series III
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
implication that the information
herein is correct as of any time
subsequent to the date hereof.
Prospectus Supplement
Table of Contents
Page
Prospectus Supplement
Description of the Notes . . . S-2
Plan of Distribution . . . . . S-5
Prospectus
UBS Securities Inc.
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . 2 Prospectus Supplement
The Company . . . . . . . . . . 4 Dated August 17, 1994
Use of Proceeds . . . . . . . . 4
Description of New Bonds . . . 4
Plan of Distribution . . . . . 10
Legal Opinions . . . . . . . . 11
Experts . . . . . . . . . . . . 11
14
