UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Portland General Electric Company
---------------------------------
(Name of Issuer)
Common Stock, no par
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(Title of Class of Securities)
736508847
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(CUSIP Number)
Elizabeth Kardos, General Counsel
Stephen Forbes Cooper, LLC
101 Eisenhower Parkway Roseland, New Jersey, 07068
Phone Number: 973-618-5100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 3, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 736508847
1 Name of Reporting Person. Enron Disputed Claims Reserve
I.R.S. Identification Nos. of above persons (entities only) N/A
____________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) |X|
____________________________________________________________________________
3 SEC Use Only
____________________________________________________________________________
4 Source of Funds (See Instructions)
00
____________________________________________________________________________
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
[ ]
_____________________________________________________________________________
6 Citizenship or Place of Organization
Texas
_____________________________________________________________________________
7 Sole Voting Power 35,463,555
NUMBER OF ________________________________________________________
SHARES BENE- 8 Shared Voting Power 0
FICIALLY ________________________________________________________
OWNED BY 9 Sole Dispositive Power 35,463,555
EACH ________________________________________________________
REPORTING 10 Shared Dispositive Power 0
PERSON WITH ________________________________________________________
11 Aggregate Amount Beneficially Owned by Reporting Person 35,463,555
_____________________________________________________________________________
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
____________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11) 56.7417%
_____________________________________________________________________________
14 Type of Reporting Person (See Instructions) [OO]
_____________________________________________________________________________
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ITEM 1. SECURITY AND ISSUER
This statement relates to 35,463,555 shares (the "Shares") of the common
stock, no par value (the "Common Stock"), of Portland General Electric Company,
an Oregon corporation (the "Issuer"), whose principal executive offices are
located at 121 SW Salmon Street, Portland, Oregon 97204.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by the Enron Disputed Claims Reserve (hereinafter
referred to as the "Reporting Person" or the "DCR"). The DCR is a distribution
mechanism created pursuant to Section 21.3(a) of the Fifth Amended Joint Plan of
Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code,
In re Enron Corp., et al., including, without limitation, the Plan Supplement
and the exhibits and schedules thereto (the "Plan"). The Guidelines for the
Disputed Claims Reserve that were adopted pursuant to the Plan are attached as
Exhibit 1 hereto.
The purpose of the DCR is for Stephen Forbes Cooper, LLC, or its successor,
(the "Disbursing Agent") to hold in escrow for the benefit of each holder of
allowed claims the Common Stock, cash, certain trust interests and other
securities and any dividends, gains or income attributable thereto
(collectively, the "Reserved Assets"), to be issued periodically to holders of
allowed claims as disputed claims are resolved pursuant to the Plan.
The Disbursing Agent may only vote and sell the Shares and other Plan
securities as record holder of such securities pursuant to the instructions of,
or upon the prior approval of, the Disputed Claims Reserve Overseers (the "DCR
Overseers") pursuant to the Guidelines for the DCR Overseers, which are attached
as Exhibit 2 hereto. A meeting of the DCR Overseers will be called each time (i)
a shareholder vote of Common Stock is called for a matter, whether by
solicitation of proxy or otherwise, or (ii) an offer is made by a third party to
purchase the Shares or other Reserved Assets held by the DCR. The DCR Overseers
were selected and appointed in accordance with the Plan.
The DCR Overseers are John J. Ray III, Rick A. Harrington, James R. Latimer
III, Stephen D. Bennett and Robert M. Deutschman. Their business address is Four
Houston Center, 1221 Lamar, Suite 1600 Houston, TX 77010. John J. Ray III is
principally employed as Managing Director of Avidity Partners, LLC at 2
Prudential Plaza, 1080 North Stetson, Suite 1310, Chicago, Illinois 60601. Rick
A. Harrington is a former senior vice president and General Counsel of
ConocoPhillips and is now self employed as an investor of his own funds at 41200
North 102nd Place, Scottsdale, Arizona 85261. James R. Latimer III is
principally employed as Chief Executive Officer of Explore Horizons,
Incorporated at 2602 McKinney Avenue, Dallas, Texas 75204. Stephen D. Bennett is
the former CEO of Acme Metals and is now self employed as an investor of his own
funds at 412 National Drive, Stonewood, Illinois 60431. Robert M. Deutschman is
principally employed as Chairman of Cappello Partners, LLC located at 100
Wilshire Blvd., Santa Monica, California 90401.
During the last five years, neither the Reporting Person nor any DCR
Overseer has been (i) convicted in a criminal proceeding or, (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Shares were distributed by the Issuer on April 3, 2006 to the DCR in
connection with the Issuer's distribution of Common Stock to holders of allowed
claims pursuant to the Plan.
ITEM 4. PURPOSE OF TRANSACTION
The Shares were acquired by the Reporting Person pursuant to the Plan
solely for the purpose of making distributions to holders of allowed claims and
were not acquired with the purpose of changing or influencing control of the
Issuer and the Disputed Claims Reserve has no intention to effect any of the
transactions described in Item 4 of Schedule 13D. Pursuant to the Plan, as
disputed claims are resolved the Reporting Person may from time to time
distribute such Shares and/or other Reserved Assets to holders of allowed claims
or following the approval of the DCR Overseers, sell Shares and/or other
Reserved Assets and distribute the proceeds to the holders of allowed claims.
With the exception of the distributions and sales described above, the Reporting
Person does not have any current plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j) included
in Item 4 of the Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) and (b) For the purpose of Rule 13d-3 promulgated under the Exchange
Act, the Reporting Person owns directly 35,463,555 shares of Common Stock,
representing 56.74% of the issued and outstanding Common Stock and is deemed to
have sole voting and dispositive power with respect to such shares of Common
Stock subject to the direction of the DCR Overseers as described above.
(c) The Shares were distributed by the Issuer on April 3, 2006 to the DCR
in connection with the Issuer's distribution of Common Stock to holders of
allowed claims pursuant to the Plan. No consideration was paid in connection
with the transfer of the Shares.
(d) The holders of allowed claims under the Plan ultimately have the right
to receive all of the Shares held by the DCR and any dividends, gains or income
attributable thereto or proceeds from the sale thereof.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Guidelines for the Disputed Claims Reserve.
Exhibit 2 Guidelines for the DCR Overseers.
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: April 5, 2006 Enron Disputed Claims Reserve
by: Stephen Forbes Cooper, LLC, as Disbursing Agent
/s/ Elizabeth Kardos
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Elizabeth Kardos, General Counsel
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EXHIBIT INDEX
Exhibit 1 Guidelines for the Disputed Claims Reserve.
Exhibit 2 Guidelines for the DCR Overseers.
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