<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1994
REGISTRATION NO. 33-_________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
PACIFICORP
(Exact name of registrant as specified in its charter)
_________________
OREGON 93-9246090
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
(Address of Principal (Zip Code)
Executive Offices)
_________________
PACIFICORP NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN
DATED AUGUST 1, 1985, AS AMENDED
INCENTIVE COMPENSATION AGREEMENT EFFECTIVE AS OF FEBRUARY 1, 1994
BETWEEN PACIFICORP AND FREDERICK W. BUCKMAN
COMPENSATION AGREEMENT EFFECTIVE AS OF FEBRUARY 9, 1994
BETWEEN PACIFICORP AND KEITH R. MCKENNON
(FULL TITLE OF THE PLANS)
RICHARD T. O'BRIEN
VICE PRESIDENT
PACIFICORP
700 NE MULTNOMAH, SUITE 1600
PORTLAND, OR 97232
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE: (503) 731-2000
COPY TO:
JOHN M. SCHWEITZER
STOEL RIVES BOLEY JONES & GREY
700 NE MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
__________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock(2) 99,404 Shares $17.4375 $1,733,357.25
Common Stock(3) 50,596 Shares $17.4375 $ 882,267.75
$2,615,625.00 $901.95
============= =======
==========================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $17.4375, which was
the average of the high and low prices of the Common Stock on June 15,
1994, as reported in The Wall Street Journal for New York Stock Exchange
_______________________
listed securities.
(2) These shares are issuable to non-employee directors under the PacifiCorp
Non-Employee Directors' Stock Compensation Plan and the Compensation
Agreement effective as of February 9, 1994 between PacifiCorp and Keith
R. McKennon.
(3) These shares represent 7,724 unregistered shares previously issued to
Keith R. McKennon under the Compensation Agreement effective as of
February 9, 1994 between PacifiCorp and Mr. McKennon and 42,872
unregistered shares previously issued to Frederick W. Buckman under the
Incentive Compensation Agreement effective as of February 1, 1994
between PacifiCorp and Mr. Buckman. These unregistered shares are
included in this registration statement pursuant to General Instruction
C of Form S-8. A separate prospectus prepared in accordance with the
requirements of Form S-3 for use in connection with the offer and sale
of these shares is included in this Registration Statement.
</TABLE>
<PAGE>
PROSPECTUS
PACIFICORP
50,596 Shares of Common Stock
The Common Stock of PacifiCorp ("the Company") offered hereby (the
"Shares") may be sold by certain shareholders of the Company (the "Selling
Shareholders"). The Company will not receive any of the proceeds from the
offering.
The Shares may be offered or sold from time to time by the Selling
Shareholders at market prices then prevailing, in negotiated transactions or
otherwise. Brokers or dealers will receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to the
sale. See "PLAN OF DISTRIBUTION."
The Common Stock of the Company is listed on the New York Stock Exchange
and the Pacific Stock Exchange (Symbol: PPW). The last reported sale price
of the Common Stock on the New York Stock Exchange Composite Tape on June 15,
1994 was $17.375 per share.
________________________
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.
________________________
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus. This Prospectus does not constitute an offering in any
jurisdiction in which such offering may not lawfully be made.
________________________
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the respective dates as to which
information has been given herein.
________________________
The date of this Prospectus is June 16, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information can be inspected and copied at the offices of
the SEC at 450 Fifth Street, N.W., Washington, D.C.; Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Ill.; and 7 World Trade
Center, 13th Floor, New York, N.Y. Copies of this material can also be
obtained at prescribed rates from the Public Reference Section of the SEC at
its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Common Stock of the Company is listed on the New York and Pacific Stock
Exchanges. Reports, proxy statements and other information concerning the
Company can be inspected and copied at the respective offices of these
exchanges at 20 Broad Street, New York, New York and 301 Pine Street, San
Francisco, California.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-8 (herein, together with all amendments and
exhibits thereto, referred to as the "Registration Statement"), which the
Company has filed with the Commission under the Securities Act of 1933 (the
"Securities Act"). Statements contained or incorporated by reference herein
concerning the provisions of documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC pursuant to the
Exchange Act are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (as amended by Form 10-K/A dated June 7, 1994);
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994;
(3) The Company's Current Reports on Form 8-K dated January 18 and May
24, 1994; and
(4) The description of the Common Stock contained in the Company's
registration under Section 12 of the Exchange Act, including any
amendment or report updating such description.
All documents filed by the Company pursuant to Section 13, 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"; provided, however, that
all documents filed by the Company pursuant to Section 13 or 14 of the
Exchange Act in each year during which the offering made by this Prospectus is
in effect prior to the filing with the SEC of the Company's Annual Report on
Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Prospectus or be a part hereof from and
after such filing of such Annual Report on Form 10-K).
Any statement contained in an Incorporated Document 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 Incorporated
Document modifies or supersedes such statement. Any such
2
<PAGE>
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 INCORPORATED
DOCUMENTS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS SHOULD BE DIRECTED
TO INVESTOR RELATIONS DEPARTMENT, PACIFICORP, 700 NE MULTNOMAH, SUITE 1600,
PORTLAND, OREGON 97232, TELEPHONE NUMBER (503) 731-2000. THE INFORMATION
RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS DOES NOT PURPORT TO BE
COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN
THE INCORPORATED DOCUMENTS.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR IN ANY PROSPECTUS
SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY OR THEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES SINCE THE DATE OF THIS
PROSPECTUS.
THE COMPANY
The Company is an electric utility that conducts a retail electric utility
business through two divisions, Pacific Power & Light Company ("Pacific
Power") and Utah Power & Light Company ("Utah Power"), and engages in power
production and sales on a wholesale basis under the name PacifiCorp. The
Company is the indirect owner, through PacifiCorp Holdings, Inc. (a
wholly-owned subsidiary), of 87% of Pacific Telecom, Inc. ("Pacific Telecom")
and 100% of PacifiCorp Financial Services, Inc. ("PacifiCorp Financial
Services").
Pacific Power and Utah Power furnish electric service in portions of seven
western states: California, Idaho, Montana, Oregon, Utah, Washington and
Wyoming. Pacific Telecom, through its subsidiaries, provides local telephone
service and access to the long distance network in Alaska, seven other western
states and three midwestern states, provides intrastate and interstate long
distance communication services in Alaska, provides cellular mobile telephone
services, and is engaged in sales of capacity in and operation of a submarine
fiber optic cable between the United States and Japan. PacifiCorp Financial
Services plans to sell substantial portions of its loan, leasing and real
estate investments over the next several years.
The principal executive offices of the Company are located at 700 NE
Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is (503)
731-2000.
SELLING SHAREHOLDERS
The Selling Shareholders, Frederick W. Buckman, a director and an executive
officer of the Company, and Keith R. McKennon, a director of the Company,
acquired the Shares offered hereby pursuant to individual compensation
agreements with the Company. The following table sets forth certain
information provided to the Company by the Selling Shareholders.
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Stock beneficially Common Stock
Name of Selling owned as of offered by this
Shareholder June 1, 1994 1 Prospectus
_________________ ___________________ ________________
<S> <C> <C>
Frederick W. Buckman 61,574 42,872
Keith R. McKennon 11,089 7,724
_____________________
<FN>
1 Less than one percent.
</TABLE>
EXPERTS
The audited consolidated financial statements of the Company and
subsidiaries and supplemental schedules incorporated by reference in this
Prospectus have been audited by Deloitte & Touche, independent auditors, as
stated in their reports (which contains a paragraph describing the Company's
change of accounting in 1993 for income taxes and other postretirement
benefits) included in or incorporated by reference in the Company's Annual
Report on Form 10-K incorporated by reference herein, and have been so
incorporated herein in reliance upon such reports given upon the authority of
that firm as experts in accounting and auditing.
With respect to any unaudited interim financial information that is
incorporated herein by reference, Deloitte & Touche have applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in any Quarterly
Reports on Form 10-Q incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information
should be restricted in light of the limited nature of the review procedures
applied. Deloitte & Touche are not subject to the liability provisions of
Section 11 of the Securities Act for their reports on the unaudited interim
financial information because those reports are not "reports" or a "part" of
the Registration Statement to which this Prospectus is a part prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the
Securities Act.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the New York or Pacific Stock Exchanges or otherwise at prices and
at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The Shares may be sold by one or more
of the following methods: (a) block trades in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Shareholders in amounts to
be negotiated immediately prior to the sale. The Selling Shareholders, such
brokers or dealers, and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus.
Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker or dealer for the sale of
Shares through a block trade, special
4
<PAGE>
offering, exchange distribution or secondary distribution or any other
purchase by a broker or dealer as principal, a supplemental prospectus will be
filed, if required, pursuant to Rule 424 under the Act, disclosing (i) the
name of such Selling Shareholder and of the participating brokers or dealers,
(ii) the number of Shares involved, (iii) the price at which such Shares will
be sold, (iv) the commission paid or discounts or concessions allowed to such
brokers or dealers, where applicable, (v) that such brokers or dealers did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus, and (vi) other facts material to the
transaction.
5
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
_______________________________________
The following documents filed by PacifiCorp (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the
latest prospectus filed pursuant to Rule 424(b) under the Securities
Act of 1933 that contains audited financial statements for the
Company's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or prospectus referred to in
(a) above.
(c) The description of the common stock of the Company con-
tained in the Company's registration under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report
updating such description.
All reports and other documents subsequently filed by the
Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities.
_________________________
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
______________________________________
Not applicable.
Item 6. Indemnification of Directors and Officers.
_________________________________________
The Company's Second Restated Articles of Incorporation, as
amended ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require the
Company to indemnify directors and officers to the fullest extent not
prohibited by law. The right to and amount of indemnification will be
ultimately subject to determination by a court that indemnification in the
circumstances presented is consistent with public policy considerations and
other provisions of law. It is likely, however, that the Restated Articles
would require indemnification at least to the extent that indemnification is
authorized by the Oregon Business Corporation Act ("OBCA"). The effect of the
OBCA is summarized as follows:
(a) The OBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding, other than an action by or in the right of the Company,
against expenses (including attorneys' fees), judgments, penalties, fines and
II-1
<PAGE>
amounts paid in settlement actually and reasonably incurred, provided the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the conduct was unlawful. Indemnification is not permitted in
connection with a proceeding in which a person is adjudged liable on the basis
that personal benefit was improperly received unless indemnification is
permitted by a court upon a finding that the person is fairly and reasonably
entitled to indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement, conviction or plea
of nolo contendere or its equivalent is not, of itself, determinative that the
person did not meet the prescribed standard of conduct.
(b) The OBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right of the Company
against the reasonable expenses (including attorneys' fees) incurred, if the
person concerned acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification may be granted if such person is adjudged to be liable
to the Company unless permitted by a court.
(c) Under the OBCA, the Company may not indemnify a person in
respect of a proceeding described in (a) or (b) above unless it is determined
that indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following: (i) the Board of Directors,
by a majority vote of a quorum consisting of directors not at the time parties
to the proceeding, (ii) if a quorum of directors not parties to the proceeding
cannot be obtained, by a majority vote of a committee of two or more directors
not at the time parties to the proceeding, (iii) by special legal counsel
selected by the Board of Directors or the committee thereof, as described in
(i) and (ii) above, or (iv) by the shareholders. Authorization of the
indemnification and evaluation as to the reasonableness of expenses are to be
determined as specified in any one of (i) through (iv) above, except that if
the determination of such indemnification's permissibility is made by special
counsel then the determination of the reasonableness of such expenses is to be
made by those entitled to select special counsel. Indemnification can also be
ordered by a court if the court determines that indemnification is fair in
view of all of the relevant circumstances. Notwithstanding the foregoing,
every person who has been wholly successful, on the merits or otherwise, in
defense of a proceeding described in (a) or (b) above is entitled to be
indemnified as a matter of right against reasonable expenses incurred in
connection with the proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the
reasonable expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance furnishes
(i) a written affirmation of the director's or officer's good faith belief
that he or she has met the prescribed standard of conduct, and (ii) a written
undertaking to repay the advance if it is ultimately determined that such
person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of
any other rights of indemnification to which officers or directors may be
entitled under any statute, agreement, vote of shareholders, action of
directors, or otherwise. Indemnity agreements entered into by the Company
require the Company to indemnify the directors that are parties thereto to the
fullest extent permitted by law and are intended to create an obligation to
indemnify to the fullest extent a court may find to be consistent with public
policy considerations. Resolutions adopted by the Company's board of
directors are intended to have a similar result with respect to officers of
the Company.
The Company has directors' and officers' liability insurance coverage
which insures officers and directors of the Company against certain
liabilities.
II-2
<PAGE>
Item 7. Exemption From Registration Claimed.
___________________________________
This Registration Statement includes the registration for
resale of the following restricted securities: 42,872 shares of Common Stock
previously granted to Frederick W. Buckman, under the Incentive Compensation
Agreement effective as of February 1, 1994 between the Company and Mr.
Buckman; and 7,724 shares of Common Stock previously granted to Keith R.
McKennon pursuant to the Compensation Agreement effective as of February 9,
1994 between the Company and Mr. McKennon. The section of the Securities Act
of 1933 (the "Securities Act") or Rules of the Commission under which
exemption from registration was claimed and the facts relied upon to make the
exemption available with respect to each such grant is as set forth below:
(a) Buckman Grant. The 42,872 shares of Common stock
_____________
previously granted to Mr. Buckman were issued in reliance on the exemption
provided by Section 4(2) and 4(6) of the Securities Act. Mr. Buckman was a
director of the Company and had been elected President and Chief Executive
Officer of the Company at the time of the grant and, accordingly, was an
accredited investor.
(b) McKennon Grant. The 7,724 shares of Common Stock
______________
previously granted to Mr. McKennon were issued in reliance on the exemption
provided by Section 4(2) and 4(6) of the Securities Act. Mr. McKennon was a
director of the Company and had been elected Chairman of the Board of
Directors at the time of the grant and, accordingly, was an accredited
investor.
Item 8. Exhibits.
________
(4)(a) Second Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit (3)a, Form 10-K for
the fiscal year ended December 31, 1992, File No. 1-5152.
(4)(b) Bylaws of the Company as amended November 17, 1993. Incorporated
by reference to Exhibit (3)b, Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-5152.
(23) Consent of Deloitte & Touche.
(24) Powers of Attorney.
Item 9. Undertakings.
____________
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
II-3
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on June 16, 1994.
PACIFICORP
By RICHARD T. O'BRIEN
___________________________________________
Richard T. O'Brien
Vice President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons on June 16,
1994 in the capacities indicated.
SIGNATURE TITLE
_________ _____
*FREDERICK W. BUCKMAN President, Chief Executive
____________________________________ Officer and Director
Frederick W. Buckman
*WILLIAM J. GLASGOW Senior Vice President and
____________________________________ Chief Financial Officer
William J. Glasgow
*DANIEL L. SPALDING Senior Vice President
____________________________________ (Chief Accounting Officer)
Daniel L. Spalding
*C.M. BISHOP, JR. Director
____________________________________
C.M. Bishop, Jr.
*C. TODD CONOVER Director
____________________________________
C. Todd Conover
*RICHARD C. EDGLEY Director
____________________________________
Richard C. Edgley
*A.M. GLEASON Director
____________________________________
A.M. Gleason (Vice Chairman)
*JOHN C. HAMPTON Director
____________________________________
John C. Hampton
*STANLEY K. HATHAWAY Director
____________________________________
Stanley K. Hathaway
*NOLAN E. KARRAS Director
____________________________________
Nolan E. Karras
*KEITH R. MCKENNON Director
____________________________________
Keith R. McKennon (Chairman)
II-5
<PAGE>
*VERL R. TOPHAM Director
____________________________________
Verl R. Topham
*DON M. WHEELER Director
____________________________________
Don M. Wheeler
*NANCY WILGENBUSCH Director
____________________________________
Nancy Wilgenbusch
*By RICHARD T. O'BRIEN
_________________________________
Richard T. O'Brien
(Attorney-in-Fact)
II-6
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
_______ ____________________ __________
(4)(a) Second Restated Articles of
Incorporation of the Company, as
amended. Incorporated by reference to
Exhibit (3)a, Form 10-K for the fiscal
year ended December 31, 1992, File No.
1-5152.
(4)(b) Bylaws of the Company, as amended
November 17, 1993. Incorporated by
reference to Exhibit (3)b, Form 10-K
for the fiscal year ended December 31,
1993, File No. 1-5152.
(23) Consent of Deloitte & Touche.
(24) Powers of Attorney.
II-7
<PAGE>
Deloitte & Touche
_________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
111 SW Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
Exhibit (23)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PacifiCorp on Form S-8 of our reports dated February 18, 1994 (which express
unqualified opinions and include an explanatory paragraph relating to the
change in the Company's method of accounting for income taxes and other post-
retirement benefits), appearing in and incorporated by reference in the
Annual Report on Form 10-K of PacifiCorp for the year ended December 31, 1993
and to the reference to us under the heading "Experts" the Prospectus, which
is part of this Registration Statement.
DELOITTE & TOUCHE
Portland, Oregon
June 16, 1994
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
C. M. BISHOP, JR.
______________________________________
C. M. Bishop, Jr.
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
FREDERICK W. BUCKMAN
______________________________________
Frederick W. Buckman
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
C. TODD CONOVER
______________________________________
C. Todd Conover
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
RICHARD C. EDGLEY
______________________________________
Richard C. Edgley
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
A. M. GLEASON
______________________________________
A. M. Gleason
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
JOHN C. HAMPTON
______________________________________
John C. Hampton
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
STANLEY K. HATHAWAY
______________________________________
Stanley K. Hathaway
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
NOLAN E. KARRAS
______________________________________
Nolan E. Karras
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
KEITH R. MCKENNON
______________________________________
Keith R. McKennon
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
DON M. WHEELER
______________________________________
Don M. Wheeler
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
NANCY WILGENBUSCH
______________________________________
Nancy Wilgenbusch
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
WILLIAM J. GLASGOW
______________________________________
William J. Glasgow
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
RICHARD T. O'BRIEN
______________________________________
Richard T. O'Brien
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: May 11, 1994.
DANIEL L. SPALDING
______________________________________
Daniel L. Spalding
<PAGE>
Exhibit (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, William J. Glasgow, Richard T. O'Brien and
Daniel L. Spalding, and each of them, the undersigned's true and lawful
attorneys and agents, with full power of substitution and resubstitution for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign the Form S-8 Registration Statement under The Securities
Act of 1933, prepared in connection with the registration of 150,000 shares of
PacifiCorp Common Stock to be granted to directors and officers under the
PacifiCorp Non-Employee Directors' Stock Compensation Plan and certain
individual compensation agreements and the resale of 50,596 shares of such
Common Stock previously issued pursuant to such individual compensation
agreements, and any and all amendments (including post-effective amendments)
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority to
do any and all acts and things necessary or advisable to be done, as fully and
to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys and agents or either
of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated: June 2, 1994.
VERL R. TOPHAM
______________________________________
Verl R. Topham
