AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 22, 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 97232
Portland, Oregon (Zip Code)
(Address of Principal
Executive Offices)
_______________
PACIFICORP COMPENSATION REDUCTION PLAN DATED DECEMBER 1, 1994
(Full title of the plan)
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>
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
==========================================================================================
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to Be Offering Aggregate Registration
to Be Registered Registered Price Per Share(2) Offering Price(2) Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(1) 94,000 Shares $18.625 $1,750,750 $603.71
==========================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an
indeterminate amount of interest to be offered or sold pursuant
to the employee benefit plan described herein.
(2) 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 $18.625, which was the average of the high and low prices of
the Common Stock on December 20, 1994, as reported in The Wall
Street Journal for New York Stock Exchange listed securities.
/TABLE
<PAGE>
<PAGE>II-1
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 contained 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.
-------------------------
The securities registered hereby include
participation interests in the PacifiCorp Compensation
Reduction Plan (the "Plan"). These interests represent the
contractual obligation of the Company to pay or distribute when
due to participants in the Plan cash and/or Common Stock with
respect to amounts deferred in accordance with the terms of the
Plan. The right of each participant in the Plan is that of a
general, unsecured creditor of the Company. The participation
interests in the Plan may not be sold, assigned, transferred,
pledged or otherwise encumbered by the participants.
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 amounts paid in settlement actually and reasonably
incurred, provided the <PAGE>
<PAGE>II-2
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.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
<PAGE>
<PAGE>II-3
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.
(5) Opinion of Counsel.
(23) Consent of Deloitte & Touche LLP.
(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;
(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 <PAGE>
<PAGE>II-4
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.
<PAGE>
<PAGE>II-5
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
December 22, 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 December 22, 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)
*ROBERT G. MILLER Director
- ----------------------------
Robert G. Miller
<PAGE>
<PAGE>II-6
*VERL R. TOPHAM Director
- ----------------------------
Verl R. Topham
*DON M. WHEELER Director
- ----------------------------
Don M. Wheeler
*NANCY WILGENBUSCH Director
- ----------------------------
Nancy Wilgenbusch
Director
- ----------------------------
Kathryn A. Braun
*By RICHARD T. O'BRIEN
-------------------------
Richard T. O'Brien
(Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the
employee benefit plan) have 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 December 22, 1994.
PACIFICORP COMPENSATION REDUCTION PLAN
By: JOHN C. HAMPTON
--------------------------------
John C. Hampton,
Chairman of the Personnel
Committee
<PAGE>
<PAGE>II-7
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.
(5) Opinion of Counsel.
(23) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney.
<PAGE>
Exhibit (5)
December 22, 1994
PacifiCorp
700 NE Multnomah, Suite 1600
Portland, OR 97232
We are acting as counsel to PacifiCorp (the
"Company") in connection with the proposed issuance and sale
from time to time of securities under the PacifiCorp
Compensation Reduction Plan (the "Plan"), which securities
consist of participation interests in the Plan ("Plan
Interests") and previously issued Common Stock of the Company
to be acquired in the market, all as contemplated by the
Company's Registration Statement on Form S-8 about to be filed
by the Company with the Securities and Exchange Commission for
the registration of the Common Stock and the Plan Interests
under the Securities Act of 1933.
In connection with the foregoing, we are of the
opinion that:
1. The Plan Interests have been duly authorized by
all requisite action on the part of the Company and, when
issued in accordance with the terms and conditions of the Plan,
will be legally and validly issued and will represent the
binding obligation of the Company to make payments of cash or
distributions of Common Stock to the holders thereof in
accordance with the terms and conditions of the Plan.
2. The Plan is intended to qualify as an unfunded
plan maintained by the Company primarily for the purpose of
providing deferred compensation for a select group of
management or highly compensated employees of the Company. As
such, the Plan is exempt from the participation and vesting,
funding and fiduciary responsibility requirements of the
Employee Retirement Income Security Act of 1974, as amended,
and the provisions of the Plan have been drafted to comply with
this exemption.
<PAGE>
<PAGE>2
PacifiCorp
December 22, 1994
Page 2
We hereby authorize and consent to the use of this
opinion as Exhibit 5 of the Company's said Registration
Statement. In giving such consent, we do not thereby admit
that we are within the category of persons whose consent is
required pursuant to Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
STOEL RIVES BOLEY JONES & GREY
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 appearing in and incorporated by reference in the Annual
Report on Form 10-K of PacifiCorp for the year ended December 31,
1993.
DELOITTE & TOUCHE LLP
Portland, Oregon
December 22, 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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
C. M. BISHOP, JR.
_____________________________________
C. M. Bishop, Jr.
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
FREDERICK W. BUCKMAN
_____________________________________
Frederick W. Buckman
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
C. TODD CONOVER
_____________________________________
C. Todd Conover
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
RICHARD C. EDGLEY
_____________________________________
Richard C. Edgley
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
A. M. GLEASON
_____________________________________
A. M. Gleason
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
JOHN C. HAMPTON
_____________________________________
John C. Hampton
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
NOLAN E. KARRAS
_____________________________________
Nolan E. Karras
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
ROBERT G. MILLER
_____________________________________
Robert G. Miller
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
KEITH R. MCKENNON
_____________________________________
Keith R. McKennon
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
VERL R. TOPHAM
_____________________________________
Verl R. Topham
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
DON M. WHEELER
_____________________________________
Don M. Wheeler
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
NANCY WILGENBUSCH
_____________________________________
Nancy Wilgenbusch
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
WILLIAM J. GLASGOW
_____________________________________
William J. Glasgow
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
RICHARD T. O'BRIEN
_____________________________________
Richard T. O'Brien
<PAGE>
<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 PacifiCorp Compensation Reduction
Plan and in connection with an Incentive Compensation Agreement with Mr. Edwin
O'Mara, 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: November 9, 1994.
DANIEL L. SPALDING
_____________________________________
Daniel L. Spalding
