[Federal Register Volume 69, Number 198 (Thursday, October 14, 2004)]
[Notices]
[Pages 61065-61066]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-2598]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27900]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

October 6, 2004.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by October 28, 2004, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts or law that 
are disputed. A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After October 28, 2004, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Portland General Electric Company (70-10250)

    Portland General Electric Company (``Portland General''), 121 SW 
Salmon Street, Portland, Oregon 97204, a wholly owned electric utility 
company subsidiary of Enron Corp. (``Enron''), a registered holding 
company, has filed an application under sections 9(a)(1) and 10 of the 
Act.
    Portland General proposes to purchase (``Purchase'') the coal 
handling facility (``Facility'') located at its Boardman Coal Plant 
(``Boardman Plant'') in eastern Oregon. Portland General, an Oregon 
corporation, is an integrated electric utility engaged in the 
generation, purchase, transmission, distribution, and retail sale of 
electricity in the State of Oregon. Portland General also sells 
electricity and natural gas in the wholesale market to utilities and 
power marketers located throughout the western United States. Portland 
General's service area is located entirely within Oregon and includes 
51 incorporated cities, of which Portland and Salem are the largest, 
within a state-approved service area allocation of approximately 4,000 
square miles. Portland General estimates that at the end of 2003 its 
service area population was approximately 1.5 million, comprising about 
43% of the state's population. At December 31, 2003, Portland General 
served approximately 754,000 retail customers. Portland General has 
approximately 26,085 miles of electric transmission and distribution 
lines and owns 1,957 MW of generating capacity. Portland General also 
has long-term power purchase contracts for 510 MW from four 
hydroelectric projects on the mid-Columbia River and power purchase 
contracts of one to twenty-six years for another 740 MW from Bonneville 
Power Administration, other Pacific Northwest utilities, and certain 
Native American tribes. As of December 31, 2003, Portland General's 
total firm resource capacity, including short-term purchase agreements, 
was approximately 3,883 MW (net of short-term sales agreements of 3,910 
MW). Portland General's peak load in 2003 was 3,351 MW.
    Portland General is a reporting company under the Securities 
Exchange Act of 1934 and it files annual, quarterly and periodic 
reports with the Commission. As of and for the year ended December 31, 
2003, Portland General and its subsidiaries on a consolidated basis had 
operating revenues of $1,752 million, net income of $58 million, 
retained earnings of $545 million, and assets of $3,372 million.
    Portland General is regulated by the Oregon Public Utility 
Commission (``OPUC'') with regard to its rates, terms of service, 
financings, affiliate transactions and other aspects of its business. 
Additionally, the Federal Energy Regulatory Commission regulates the 
company's activities in the interstate wholesale power markets.
    The Boardman Plant is a coal-fueled plant located in Boardman, 
Oregon with capacity of 600 MW. Portland General owns a 65% undivided 
interest in the Boardman Plant and is the operator of the plant. The 
remaining 35% is owned by Idaho Power Company, Pacific Northwest 
Generating Cooperative, and General Electric Credit Corporation through 
Bank of New York (the successor to J Henry Schroeder Bank & Trust 
Company) (collectively, ``Boardman Plant Co-Owners''), none of whom are 
affiliated with Portland General.
    Portland General requests authority to acquire the Facility, 
consisting of the machinery, equipment, mechanical and electrical 
equipment, fixtures, tangible personal property and other property, 
real and personal, constructed and installed for the unloading, 
transfer, storage, handling and crushing of coal for the Boardman 
Plant. Currently, Portland General is the sole lessee of the Facility 
under a lease agreement (``Lease Agreement'') under a leverage 
financing transaction (``Financing Transaction'') entered into in 1979. 
The Facility is owned by a trust (``Trust''), the trustee of which is 
Wells Fargo Bank N.A. (``Owner-Trustee'') and the beneficiary of which 
is ICON/Boardman Facility LLC (``Owner Participant''), a participant in 
the Financing Transaction. Under the Lease

[[Page 61066]]

Agreement, Portland General is responsible for the operation and 
maintenance of the Facility.\1\
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    \1\ Under a separate agreement between PGE and the Boardman 
Plant Co-Owners, the Boardman Plant Co-Owners pay PGE their pro-rata 
share of the lease rent paid by PGE to the Trust, and PGE operates 
and maintains the Facility for its own benefit as well as the 
benefit of the Boardman Plant Co-Owners.
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    In January 2004, Portland General extended the Lease Agreement 
through 2010. More recently, the company and Owner Participant 
negotiated a purchase price for the Facility, assuming that the 
transaction closes by October 29, 2004. The purchase price would be 
between $20 million and $35 million. If the closing is delayed but 
takes place on or before November 30, 2004, the purchase price will be 
increased for each day after October 29, 2004 that closing is delayed 
based on the 90-day London Interbank Offered Rate (``LIBOR'') 
determined two days before the closing. The closing may be delayed 
beyond November 30, 2004 only upon mutual agreement, including 
agreement on a new purchase price. The funds to be used to purchase the 
Facility would come from Portland General's internally generated cash.
    There are no fees, commissions or other remuneration to be paid by 
Portland General to the Owner Trustee, the Owner Participant or any 
other party in connection with the purchase of the Facility. The Owner 
Participant is responsible for all of its costs and expenses related to 
the purchase of the Facility and the termination of the Financing 
Transaction. Portland General would pay the usual and customary costs 
and expenses of the Owner Trustee, the indenture trustee and the loan 
participant, the other parties to the Financing Transaction, incurred 
by them in connection with termination of the Financing Transaction.\2\
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    \2\ Portland General expects that the fees and expenses it would 
incur in connection with the Purchase would be less than $20,000.
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    Following the Purchase, Portland General would continue to operate 
and maintain the Facility for the benefit of the Boardman Plant Co-
Owners, and the Boardman Plant Co-Owners would continue to pay their 
pro-rata share of current rate (2004 calendar year) lease rental.\3\
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    \3\ See above, at n.1.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E4-2598 Filed 10-13-04; 8:45 am]
BILLING CODE 8010-01-P