1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------ FORM 10-K ------------ (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 333-13791 ENRON OREGON CORP. (Exact name of registrant as specified in its charter) OREGON 76-0511381 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ENRON BUILDING 1400 SMITH STREET, HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713-853-6161 ------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X As of March 15, 1997 there were 1,000 shares of common stock outstanding, each of which was owned by the registrant's parent, Enron Corp.
2 ENRON OREGON CORP. FORM 10-K TABLE OF CONTENTS PART I Page Item 1. Business ................................................. 1 Item 2. Properties ................................................. 1 Item 3. Legal Proceedings............................................. 1 Item 4. Submission of Matters to a Vote of Security Holders........... 1 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters........................................... 2 Item 6. Selected Financial Data....................................... 2 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................... 2 Item 8. Financial Statements and Supplementary Data................... 2 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...................................... 2 PART III Item 10. Directors and Executive Officers of the Registrant............ 2 Item 11. Executive Compensation........................................ 3 Item 12. Security Ownership of Certain Beneficial Owners and Management 3 Item 13. Certain Relationships and Related Transactions................ 3 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................................................... 3
3 PART I ITEM 1. BUSINESS NOTE: Enron Oregon Corp. (the "Company" or "New Enron") was incorporated under the laws of the State of Oregon on July 19, 1996 as a wholly owned subsidiary of Enron Corp. ("Enron"). The Company was formed solely for the purpose of effecting the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of July 20, 1996 and amended and restated as of September 24, 1996 (the "Merger Agreement") among Enron, the Company and Portland General Corporation, an Oregon corporation ("PGC"). Under the Merger Agreement, and subject to the terms and conditions thereof, (i) Enron will be reincorporated as an Oregon corporation by merging with and into New Enron (the "Reincorporation Merger") and (ii) immediately thereafter, PGC will merge with and into New Enron, with New Enron being the surviving corporation (the "PGC Merger" and, together with the Reincorporation Merger, the "Mergers"). The Merger Agreement provides that if certain regulatory reforms are enacted, the structure of the transactions contemplated by the Merger Agreement will be revised to eliminate the Reincorporation Merger. On November 12, 1996, the respective stockholders of Enron and PGC voted to adopt and approve the transactions contemplated by the Merger Agreement. Completion of the Mergers remains subject to satisfaction of regulatory approvals and other customary closing conditions, including approval by the Oregon Public Utilities Commission. As a result, New Enron has not issued any of its authorized shares, except for 1,000 shares of Common Stock issued to Enron in connection with the formation of New Enron. Furthermore, New Enron has no assets, liabilities or equity as of December 31, 1996 (or as of the date hereof), except for immaterial amounts of cash contributed by Enron in connection with the formation of New Enron. In addition, New Enron has conducted no operations and has incurred no liabilities. ACCORDINGLY, THERE ARE NO FINANCIAL STATEMENTS OR MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS IN THIS REPORT. Upon the consummation of the Mergers, the assets, liabilities and equity of Enron and PGC will become assets, liabilities and equity of New Enron and will be included in New Enron's financial statements. ITEM 2. PROPERTIES None ITEM 3. LEGAL PROCEEDINGS None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 1
4 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS All of the Registrant's 1,000 shares of Common Stock, no par value, are owned by the Registrant's parent, Enron Corp. There is no established trading market for the Registrant's Common Stock. ITEM 6. SELECTED FINANCIAL DATA See NOTE in Item 1 above. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS See NOTE in Item 1 above. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See NOTE in Item 1 above. ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS Edmund P. Segner,III (43) Edmund P. Segner, III is the sole director of the Company, having been elected on July 19, 1996. Since October 1992, Mr. Segner has served as Executive Vice President and Chief of Staff of Enron Corp., the Registrant's parent company. From October 1990 through October 1992, Mr. Segner served as Senior Vice President of Investor, Public & Government Relations of Enron Corp. Mr. Segner is also a director of Enron Oil & Gas Company and Enron Global Power & Pipelines L.L.C. EXECUTIVE OFFICERS Edmund P. Segner,III (43) Mr. Segner was elected President of the Company in July 1996. Since 1988, Mr. Segner has served in a variety of managerial positions with Enron Corp., the Registrant's parent company. William D. Gathmann (43) Mr. Gathmann was elected Vice President, Finance and Treasurer of the Company in July 1996. Mr. Gathmann also serves as Vice President, Finance and Treasurer of Enron Corp., the Company's parent. From May 1994 to July 1996, Mr. Gathmann was Vice President, Finance of Enron Development Corp. From January 1991 to May 1994, Mr. Gathmann was an Assistant Treasurer of Enron Corp. 2
5 ITEM 11. EXECUTIVE COMPENSATION No compensation has been paid to date by the Company to its director or officers. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth the required information with respect to each person who is the beneficial owner of more than 5% of the Common Stock. <TABLE> <CAPTION> AMOUNT AND NATURE OF BENEFICIAL NAME AND ADDRESS OF OWNERSHIP AS OF PERCENT BENEFICIAL OWNER TITLE OF CLASS MARCH 15, 1997 OF CLASS ---------------- -------------- -------------- -------- <S> <C> <C> <C> Enron Corp. Common Stock, 1,000 100 1400 Smith Street no par value Houston, Texas 77002 </TABLE> SECURITY OWNERSHIP OF MANAGEMENT None CHANGES IN CONTROL None ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (A) EXHIBITS 2.1 Amended and Restated Agreement and Plan of Merger dated as of July 20, 1996 and amended and restated as of September 24, 1996 among Enron, New Enron and PGC (incorporated by reference to Exhibit 2.1 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.1 Restated Articles of Incorporation of New Enron (incorporated by reference to Exhibit 3.1 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.2 Form of Bylaws of New Enron (incorporated by reference to Exhibit 3.2 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.3 Form of Series Designation for the New Enron Cumulative Second Preferred Convertible Stock (incorporated by reference to Exhibit 3.3 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.4 Form of Series Designation for the New Enron 9.142% Perpetual Second Preferred Stock (incorporated by reference to Exhibit 3.4 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 27.1 Financial Data Schedule (B) REPORTS ON FORM 8-K. None 3
6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of March, 1997. ENRON OREGON CORP. (Registrant) By: /s/ WILLIAM D. GATHMANN ------------------------------ William D. Gathmann Vice President, Finance and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 28, 1997 by the following persons on behalf of the Registrant and in the capacities indicated. SIGNATURE TITLE /s/ EDMUND P. SEGNER, III President and Director - ----------------------------------- (Principal Executive Officer) (Edmund P. Segner, III) /s/ WILLIAM D. GATHMANN Vice President, Finance and Treasurer - ----------------------------------- (Principal Financial and (William D. Gathmann) Accounting Officer) 4
7 EXHIBIT INDEX 2.1 Amended and Restated Agreement and Plan of Merger dated as of July 20, 1996 and amended and restated as of September 24, 1996 among Enron, New Enron and PGC (incorporated by reference to Exhibit 2.1 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.1 Restated Articles of Incorporation of New Enron (incorporated by reference to Exhibit 3.1 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.2 Form of Bylaws of New Enron (incorporated by reference to Exhibit 3.2 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.3 Form of Series Designation for the New Enron Cumulative Second Preferred Convertible Stock (incorporated by reference to Exhibit 3.3 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 3.4 Form of Series Designation for the New Enron 9.142% Perpetual Second Preferred Stock (incorporated by reference to Exhibit 3.4 to New Enron's Registration Statement on Form S-4, Registration No. 333-13791). 27.1 Financial Data Schedule