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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):
November 1, 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 issued by the Registrant
on November 2, 1994 regarding actions taken at its Board of Directors meeting
held on November 1, 1994 is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibit
99. PacifiCorp news release issued November 2, 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: DANIEL L. SPALDING
__________________________________
Daniel L. Spalding
Senior Vice President
Date: November 2, 1994
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EXHIBIT 99
PACIFICORP NEWS RELEASE
______________________________________________________________________________
For further information contact:
Dick O'Brien: (503) 731-2070
Chris Hunter: (503) 731-2090
FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS..November 2, 1994
PacifiCorp (NYSE:PPW) today announced that the board of directors
of its subsidiary, PacifiCorp Holdings, Inc., has approved a proposal to
acquire the 13 percent publicly held minority interest of Pacific Telecom,
Inc. ("PTI") (NASD:PTCM) for $28.00 per share. PacifiCorp Holdings currently
owns the remaining 87 percent of the outstanding common stock of PTI.
Under the terms of the proposal, a newly formed, wholly-owned
subsidiary of PacifiCorp Holdings would merge into PTI and the holders of the
approximately 5.3 million shares of common stock of PTI not held by PacifiCorp
Holdings would receive cash in the amount of $28.00 in exchange for each share
of PTI common stock. As a result of the merger, PTI would become a wholly-
owned subsidiary of PacifiCorp Holdings.
"This transaction will benefit both PacifiCorp and PTI
shareholders." said PacifiCorp Holdings' President and Chief Executive
Officer, William J. Glasgow. "PacifiCorp will be better positioned to
participate in the growth opportunities offered by the telecommunications
industry and will also have greater flexibility to allocate capital in a more
efficient manner for the
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PacifiCorp shareholder. At the same time, the transaction provides PTI
minority shareholders a premium price for their shares."
The merger requires approval by PTI's Board of Directors, a majority
of which is not affiliated with PacifiCorp. PacifiCorp expects that the PTI
Board will form a special committee to review the proposed combination and
respond to the offer. In addition, the transaction is subject to the
preparation and execution of definitive agreements, the receipt of regulatory
approvals and third-party consents, and other conditions customary in such
transactions. Salomon Brothers Inc is acting as financial advisor to
PacifiCorp Holdings.
PacifiCorp Holdings is a wholly-owned subsidiary of PacifiCorp, a
NYSE company.
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