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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
October 17, 1994
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 1-5152 93-0246090
(State of Incorporation) (Commission (I.R.S. Employer
File No.) Identification No.)
700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 731-2000
No Change
(Former Name or Former Address, if changed since last report)
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Item 5. OTHER EVENTS
Information contained in the news release of PacifiCorp issued on
October 17, 1994 is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibit
99. PacifiCorp news release issued October 17, 1994.
SIGNATURE
Pursuant to the requirements 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.
PACIFICORP
(Registrant)
By: RICHARD T. O'BRIEN
_________________________________
Richard T. O'Brien
Vice President
Date: October 24, 1994
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EXHIBIT 99
PACIFICORP NEWS RELEASE
______________________________________________________________________________
For further information contact:
Chris Hunter: (503) 731-2090
Scott Hibbs: (503) 731-2123
FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS..OCT. 17, 1994
PacifiCorp (NYSE: PPW) announced today that Pacific Telecom, Inc. (NASDAQ:
PTCM), an 87 percent-owned subsidiary, signed an agreement to sell Alascom,
Inc. to AT&T. Alascom, a wholly-owned subsidiary of Pacific Telecom (PTI),
furnishes interstate and intrastate long distance service, private line and
other communications services throughout the state of Alaska. The transaction
would settle market restructuring issues in Alaska that have been the focus of
regulators, the company and its investors for more than ten years. The
transaction is expected to close in the first quarter of 1995.
Under the sale terms, PacifiCorp would recognize an estimated after-tax gain
of between $44 million and $48 million. The gain would produce a one-time
boost to earnings per share of between $.15 and $.17 based on the 283 million
common shares of PacifiCorp outstanding at June 30, 1994. The expected gain
is net of minority interest and goodwill recorded at the time PacifiCorp
purchased Alascom in 1979.
Fred Buckman, PacifiCorp President and CEO, stated that "the proposed sale of
Alascom on these terms and PTI's redeployment of the proceeds will benefit our
shareholders over time. The transaction eliminates
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uncertainties surrounding the Alaska market restructuring, as well as assuring
that Alaskans continue to receive quality telecommunication services."
Under terms of the agreement, AT&T will pay $290 million in cash for the
Alascom stock and for settlement of all past cost study issues. AT&T has also
agreed to allow PTI to retain the $75 million transition payment made by AT&T
to Alascom in July 1994, bringing total proceeds to $365 million. As a result
of the resolution of the past cost study issues in the proposed transaction,
Alascom will recognize additional revenues of $16 million in September 1994.
The sale closing is subject to certain conditions, including receipt of state
and federal regulatory approvals that are expected during the first quarter of
1995.
PTI intends to use the Alascom sale proceeds to fund its local telephone
exchange acquisition program. PTI has signed asset purchase agreements with
US WEST Communications, which are in varying stages of regulatory review, to
acquire 50,000 access lines in Colorado for approximately $200 million and
35,000 access lines in oregon and Washington for approximately $180 million.
The Colorado acquisition is expected to close during the fourth quarter of
1994 and the Oregon and Washington acquisitions in 1995. PTI also intends to
continue its pursuit of other local exchange acquisition opportunities that
will complement its existing operations, primarily in rural areas of the
2
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Midwest, Northwest and Alaska.
Although the timing and amount of the revenues and operating income from the
proposed acquisitions are uncertain and subject to factors beyond its control,
PTI estimates that the annualized operating revenues and operating income from
the US WEST properties would exceed $100 million and $40 million,
respectively, when the properties have been fully integrated into PTI's
operations. This would significantly offset the operating revenues and
operating income that will be lost as a result of the sale of Alascom. In
1993, Alascom contributed $338 million in operating revenues and $59 million
in operating income to PTI's consolidated operations. For the six months
ended June 30, 1994, Alascom's operating revenues and operating income
amounted to $160 million and $31 million, respectively.
According to Mr. Buckman "the decision to sell Alascom was based in part on
the expectation that operating revenues and operating income from Alascom
would decline as the result of implementing a final Federal Communications
Commission order relating to the restructuring of the Alaska long distance
marketplace."
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