<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _________ to _________
Commission File Number 1-5152
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 93-0246090
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
700 N.E. Multnomah, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 731-2000
Securities registered pursuant to section 12(b) of the Act:
NAME of each exchange
Title of each Class on which registered
___________________ _____________________
Common Stock New York Stock Exchange
Pacific Stock Exchange
$1.98 No Par Serial Preferred Stock, New York Stock Exchange
($25 Stated Value), Series 1992
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
___________________
5% Preferred Stock (Cumulative; $100 Stated Value)
Serial Preferred Stock (Cumulative; $100 Stated Value)
No Par Serial Preferred Stock (Cumulative; Various Stated Values)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On March 1, 1994, the aggregate market value of the shares of voting
stock of the Registrant held by non-affiliates was approximately $5.5 billion.
As of March 1, 1994, there were 281,786,301 shares of the Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of the Registrant for the
year ended December 31, 1993 are incorporated by reference in Parts I and
II and appended hereto.
Portions of the Annual Reports on Form 10-K of Pacific Telecom, Inc. and
PacifiCorp Financial Services, Inc. for the year ended December 31, 1993 are
incorporated by reference in Part I.
Portions of the proxy statement of the Registrant for the 1994 Annual
Meeting of Shareholders are incorporated by reference in Part III.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits:
*(3)a -- Second Restated Articles of Incorporation of the Company, as
amended. (Exhibit (3)a, Form 10-K for fiscal year ended
December 31, 1993, File No. 1-5152).
(3)b -- Bylaws of the Company (as restated and amended November 17,
1993).
*(4)a -- Mortgage and Deed of Trust dated as of January 9, 1989, between
the Company and Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), Trustee, as supplemented and modified by
eight Supplemental Indentures (Exhibit 4-E, Form 8-B, File No.
1-5152; Exhibit (4)(b), File No. 33-31861; Exhibit (4)(a), Form
8-K dated January 9, 1990, File No. 1-5152; Exhibit 4(a), Form
8-K dated September 11, 1991, File No. 1-5152; Exhibit 4(a),
Form 8-K dated January 7, 1992, File No. 1-5152; Exhibit 4(a),
Form 10-Q for the quarter ended March 31, 1992, File No. 1-5152;
and Exhibit 4(a), Form 10-Q for the quarter ended September 30,
1992, File No. 1-5152; Exhibit 4(a), Form 8-K dated April 1,
1993, File No. 1-5152; and Exhibit 4(a), Form 10-Q for the
quarter ended September 30, 1993, File No. 1-5151).
*(4)b -- Mortgage and Deed of Trust dated as of July 1, 1947, between
Pacific Power & Light Company and Guaranty Trust Company of New
York (Morgan Guaranty, successor) and Oliver R. Brooks et al.
(resigned) Trustees, as supplemented and modified by fifty-one
Supplemental Indentures (Exhibit 7(d), File No. 2-7118; Exhibit
7(b), File No. 2-8354; Exhibit 4(b)-3, File No. 2-9446; Exhibit
4(b)-4, File No. 2-9809; Exhibit 4(b)-5, File No. 2-10731;
Exhibit 4(b)-6, File No. 2-11022; Exhibit 4(b)-7, File No.
2-12576; Exhibit 4(b)-8, File No. 2-13403; Exhibit 4(b)-2, File
No. 2-13793; Exhibit 4(b)-2, File No. 2-14125; Exhibit 4(b)-2,
File No. 2-14706; Exhibit 4(b)-2, File No. 2-16843; Exhibit
4(b)-2, File No. 2-19841; Exhibit 4(b)-2, File No. 2-20797;
Exhibit 4(b)-3, File No. 2-20797; Exhibit 4(b)-2, File No.
2-15327; Exhibit 4(b)-2, File No. 2-21488; Exhibit 4(b)-2, File
No. 2-15327; Exhibit 4(b)-2, File No. 2-23922; Exhibit 4(b)-5,
File No. 2-15327; Exhibit 4(b)-2, File No. 2-32390; Exhibit
4(b)-2, File No. 2-34731; Exhibit 2(b)-1, File No. 2-37436;
Exhibit 2(b)-4, Thirteenth Amendment, File No. 2-15327; Exhibit
5(gg), File No. 2-43377; Exhibit 2(b)-1, File No. 2-45648;
Exhibit 2(b)-1, File No. 2-49808; Exhibit 2(b)-1, File No.
2-52039; Exhibit 2, Form 8-K for the month of June 1975, File
No. 1-5152; Exhibit 2, Form 8-K for the month of January 1976,
File No. 1-5152; Exhibit 3(c), Form 8-K for the month of July
1976, File No. 1-5152; Exhibit 2, Form 8-K for the month of
December 1976, File No. 1-5152; Exhibit 3(c), Form 8-K for the
month of January 1977, File No. 1-5152; Exhibit 5(yy), File No.
2-60582; Exhibit 5(m)-2, File No. 2-66153; Exhibit 4(a)-2, File
No. 2-70905; Exhibit (4)a, Form 10-K for the fiscal year ended
December 31, 1980, File No. 1-5152; Exhibit 4(b), Form 10-K for
the fiscal year ended December 31, 1981, File No. 1-5152;
Exhibit (4)b, Form 10-K for the fiscal year ended December 31,
1982, File No. 1-5152; Exhibit (4)b, File No. 2-82676; Exhibit
(4)b, Form 10-K for the fiscal year ended December 31, 1985,
File No. 1-5152; Exhibit 4, Form 8-K dated July 25, 1986, File
18
<PAGE>
No. 1-5152; Exhibit 4, Form 8-K dated May 18, 1988, File No.
1-5152; Exhibit 4(a), Form 8-K dated January 9, 1989, File No.
1-5152; Exhibit (4)(d), File No. 33-31861; Exhibit (4)(b), Form
8-K dated January 9, 1990, File No. 1-5152; Exhibit 4(b), Form
8-K dated September 11, 1991, File No. 1-5152; Exhibit 4(b),
Form 8-K dated January 7, 1992, File No. 1-5152; Exhibit 4(b),
Form 10-Q for the quarter ended March 31, 1992, File No. 1-5152;
Exhibit 4(b), Form 10-Q for the quarter ended September 30,
1992, File No. 1-5152; Exhibit 4(b), Form 8-K dated April 1,
1993, File No. 1-5152; and Exhibit 4(b), Form 10-Q for the
quarter ended September 30, 1993, File No. 1-5152).
*(4)c -- Mortgage and Deed of Trust dated as of December 1, 1943, between
Utah Power & Light Company and Guaranty Trust Company of New
York (Morgan Guaranty, successor) and Arthur E. Burke et al.
(resigned) Trustees, as supplemented and modified by fifty-three
Supplemental Indentures (Exhibits 7(a), 7(b) and 7(e), File No.
2-6245; Exhibit 7(a), File No. 2-7420; Exhibit 7(a), File No.
2-7880; Exhibit 7(a), File No. 2-8057; Exhibit 7(g), File No.
2-8564; Exhibit 7(h), File No. 2-9121; Exhibit 4(d), File No.
2-9796; Exhibit 4(d), File No. 2-10707; Exhibit 4(d), File No.
2-11822; Exhibit 4(d), File No. 2-13560; Exhibit 4(d), File No.
2-16861; Exhibit 4(d), File No. 2-20176; Exhibit 2(c), File No.
2-21141; Exhibit 2(c), File No. 2-59660; Exhibit 2(e), File No.
2-28131; Exhibit 2(e), File No. 2-59660; Exhibit 2(e), File No.
2-36342; Exhibit 2(e), File No. 2-39394; Exhibits 2(h) and 2(i),
File No. 2-59660; Exhibit 2(d), File No. 2-51736; Exhibit 2(c),
File No. 2-54812; Exhibit 2(c), File No. 2-55331; Exhibit 2(c),
File No. 2-55762; Exhibit 2(d), File No. 2-56990; Exhibit 2(e),
File No. 2-56990; Exhibits 2(c) and 2(d), File No. 2-58227;
Exhibit 2(r), File No. 2-59660; Exhibits 2(c) and 2(d), File No.
2-61221; Exhibit 2(c), File No. 2-63813; Exhibit 2(c), File No.
2-65221; Exhibit 2(c)-1, File No. 2-66680; Exhibits 4(b) and
4(c)-1, File No. 2-74773; Exhibit 4(d), File No. 2-80100;
Exhibits 4(d)-2 and 4(d)-3, File No. 2-76293; Exhibit 4(b), File
No. 33-9932; Exhibit 4(b), File No. 33-13207; Exhibits 4(a) and
4(b), File No. 33-01890; Exhibit 4(b), Form 8-K dated January 9,
1989, File No. 1-5152; Exhibit (4)(f), File No. 33-31861;
Exhibit (4)(c), Form 8-K dated January 9, 1990, File No. 1-5152;
Exhibit 4(c), Form 8-K dated September 11, 1991, File No.
1-5152; Exhibit 4(c), Form 8-K dated January 7, 1992, File No.
1-5152; Exhibit 4(c), Form 10-Q for the quarter ended March 31,
1992, File No. 1-5152; Exhibit 4(c), Form 10-Q for the quarter
ended September 30, 1992, File No. 1-5152; Exhibit 4(c), Form
8-K dated April 1, 1993, File No. 1-5152; and Exhibit 4(c), Form
10-Q for the quarter ended September 30, 1993, File No. 1-5152).
(4)d -- Second Restated Articles of Incorporation, as amended, and
Bylaws. See (3)a and (3)b above.
In reliance upon item 601(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the Registrant and its subsidiaries are not being filed because
the total amount authorized under each such instrument does not
exceed 10 percent of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant hereby
agrees to furnish a copy of any such instrument to the
Commission upon request.
*+(10)a -- PacifiCorp Deferred Compensation Payment Plan (Exhibit 10-F,
Form 10-K for fiscal year ended December 31, 1992, File No.
1-8749).
*+(10)b -- Pacific Telecom Executive Bonus Plan, dated October 26, 1990
(Exhibit 10B, Form 10-K for the fiscal year ended December 31,
1990, File No. 0-873).
*+(10)c -- PacifiCorp PerformanceShare Officers' Annual Incentive Plan
(Exhibit (10)c, Form 10-K for fiscal year ended December 31,
1993. File No. 1-5152).
*+(10)d -- PacifiCorp Non-Employee Directors' Stock Compensation Plan dated
August 1, 1985, as amended. (Exhibit (10)h, Form 10-K for fiscal
year ended December 31, 1988, File No. 1-5152).
19
<PAGE>
*+(10)e -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit
10G, Form 10-K for the year ended December 31, 1993, File No.
0-873).
*+(10)f -- Form of Restricted Stock Agreement under PacifiCorp Long Term
Incentive Plan (Exhibit 10H, Form 10-K for the year ended
December 31, 1993, File No. 0-873).
*+(10)g -- PacifiCorp Supplemental Executive Retirement Plan 1988
Restatement (Exhibit (10)q, Form 10-K for the fiscal year ended
December 31, 1987, File No. 1-5152).
*+(10)h -- PacifiCorp Executive Severance Plan (Exhibit (10)m, Form 10-K
for fiscal year ended December 31, 1988, File No. 1-5152).
*+(10)i -- Pacific Telecom Executive Deferred Compensation Plan dated as of
January 1, 1994 (Exhibit 10L, Form 10-K for the year ended
December 31, 1993, File No. 0-873).
*+(10)j -- Pacific Telecom Long Term Incentive Plan 1994 Restatement dated
as of January 1, 1994 (Exhibit 10F, Form 10-K for the fiscal
year ended December 31, 1993, File No. 0-873).
+(10)k -- Incentive Compensation Agreement dated as of February 1, 1994
between PacifiCorp and Frederick W. Buckman.
*+(10)l -- Restricted Stock Agreement dated as of December 3, 1992 between
PacifiCorp and A. M. Gleason (Exhibit (10)k, Form 10-K for the
fiscal year ended December 31, 1992, File No. 1-8749).
+(10)m -- Compensation Agreement dated as of February 9, 1994 between
PacifiCorp and Keith R. McKennon.
*(10)n -- Short-Term Surplus Firm Capacity Sale Agreement executed July 9,
1992 by the United States of America Department of Energy acting
by and through the Bonneville Power Administration and Pacific
Power & Light Company (Exhibit (10)n, Form 10-K for the fiscal
year ended December 31, 1992, File No. 1-8749).
+(10)o -- Form of Restricted Stock Agreement under Pacific Telecom Long
Term Incentive Plan dated as of February 4, 1994.
(12) -- Computation of Ratio of Earnings to Fixed Charges. (See page
S-1.)
(13) -- Portions of Annual Report to Shareholders of the Registrant for
the year ended December 31, 1993 incorporated by reference
herein.
(21) -- Subsidiaries. (See pages S-2 through S-4.)
(23)a -- Consent of Deloitte & Touche with respect to Annual Report on
Form 10-K.
(23)b -- Consent of Deloitte & Touche with respect to Annual Report on
Form 11-K.
(23)c -- Consent of Deloitte & Touche with respect to Annual Report on
Form 11-K.
(24) -- Powers of Attorney.
(99)a -- "Item 1. Business" and "Item 2. Properties" from the Annual
Reports on Form 10-K of Pacific Telecom, Inc. and PacifiCorp
Financial Services, Inc. for the year ended December 31, 1993.
(99)b -- Annual Report on Form 11-K of the Utah Power & Light Company
Employee Savings and Stock Purchase Plan of PacifiCorp for the
fiscal year ended December 31, 1993.
(99)c -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings and Stock Ownership Plan for the fiscal year ended
December 31, 1993.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated October 29, 1993, under "Item 5. Other Events," the
Company filed a press release reporting financial results for the three and
nine-months ended September 30, 1993.
On Form 8-K dated November 19, 1993, under "Item 5. Other Events," the
Company filed a press release issued by Pacific Telecom, Inc., reporting
Pacific Telecom's sale of its shares of common stock of IDB Communications
Group, Inc.
On Form 8-K dated January 18, 1994, under "Item 5. Other Events," the
Company filed a press release reporting certain actions taken at its Board of
Directors meeting held on January 17, 1994.
(c) See (a) 3. above.
(d) See (a) 2. above.
20
<PAGE>
SIGNATURES
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
/s/FREDERICK W. BUCKMAN
By_________________________________
Frederick W. Buckman
(PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Date: June 7, 1994
21
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
(10)o Restricted Stock Agreement for the Pacific Telecom
Long-Term Incentive Plan (filed electronicallly)
(23)b Consent of Independent Public Accountants for the
UP&L Form 11-K (filed electronically)
(23)c Consent of Independent Public Accountants for the
K Plus Form 11-K (filed electronically)
(99)b Annual Report on Form 11-K of the Utah Power &
Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp for the fiscal year ended
December 31, 1993 (filed electronically)
(99)c Annual Report on Form 11-K of the PacifiCorp
K Plus Employee Savings and Stock Ownership Plan
for the fiscal year ended December 31, 1993 (filed
electronically)
<PAGE>
EXHIBIT (10)o
RESTRICTED STOCK AGREEMENT
<PAGE>
PACIFIC TELECOM, INC. LONG TERM INCENTIVE PLAN
1994 RESTATEMENT
RESTRICTED STOCK AGREEMENT
__________________________
This Restricted Stock Agreement ("Agreement") is made effective as of
February 4, 1994, between Pacific Telecom, Inc., a Washington corporation (the
"Company") and _________________________ (the "Employee").
In consideration of the agreements set forth below, the Company and the
Employee agree as follows:
1. Stock Award. Pursuant to the Company's Long Term Incentive Plan,
___________
1994 Restatement (the "Plan") and subject to approval of such Plan by the
Company's shareholders at the Company's 1994 annual meeting of shareholders,
the Company hereby awards to the Employee _______________ shares (the "Grant
Shares") of the Company's Common Stock for calendar year 1994 (the "Grant
Year"). The Grant Shares shall be owned by the Employee subject to the terms
and conditions of this Agreement and the Plan, a copy of which has been
provided to the Employee. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Plan. The Company and the
Employee agree that this award shall terminate and supersede any rights to
performance shares associated with the 1993-1996 performance cycle that began
under the Company's Long Term Incentive Plan prior to adoption of the Plan.
The Employee acknowledges that the 1991-1994 performance cycle was terminated
December 14, 1993 and performance awards associated with that cycle were
prorated in accordance with the provisions governing terminations prior to
adoption of the Plan.
2. Shares Purchased on Open Market; Escrow.
_______________________________________
2.1 Market Purchase. As soon as practicable after execution of
_______________
this Agreement by the Company and the Employee, the Company shall pay to
a securities broker or other third party an amount equal to the market
price of the Grant Shares, with instructions to purchase the Grant
Shares on the open market in the Employee's name and to deliver the
certificates representing the Grant Shares into escrow pursuant to
Section 2.2 of this Agreement. For purposes of administrative
convenience, the Company shall have the authority to determine the
number of certificates to be issued in the Employee's name and the
denomination of each certificate.
2.2 Escrow. For purposes of facilitating the enforcement of
______
Sections 3 and 5 of this Agreement, the Grant Shares purchased pursuant
to Section 2.1 shall be delivered to a person or persons designated by
the Company to serve as escrow holder (individually or jointly, as
applicable, the "Escrow Holder"). The Escrow Holder may be an employee
of the Company. Upon delivery into escrow of the certificates
representing the Grant Shares, the Employee shall deliver to the Escrow
Holder duly
2
<PAGE>
Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
executed stock powers with respect to each certificate. The Escrow
Holder shall hold the certificates and associated stock powers in escrow
and shall release the Grant Shares to the Company or the Employee, as
applicable, only in accordance with Section 7 of this Agreement. The
Employee hereby acknowledges that the Company's designee is appointed as
the Escrow Holder with the foregoing authorities as a material
inducement to make this Agreement and that said appointment is coupled
with an interest and is irrevocable. The Employee agrees that said
Escrow Holder shall not be liable to any party to this Agreement (or to
any other party) for any actions or omissions unless the Escrow Holder
is grossly negligent with respect thereto.
3. Vesting of the Grant Shares; Forfeiture.
_______________________________________
3.1 Definition of "Termination Of Employment". A "Termination
_________________________________________
of Employment" shall be deemed to occur on the date on which the
Employee ceases to be employed on a continuous full time basis by the
Company for any reason or no reason, with or without cause. The
Employee shall not be treated as having a Termination of Employment
during the time Employee is receiving long term disability benefits
provided by the Company, unless the Employee has received formal written
notice of termination.
3.2 Vesting.
_______
(a) Regular Vesting Schedule. 25 percent of the Grant
________________________
Shares shall become non-forfeitable ("Vested") on each succeeding
February 15, starting with the February 15 following the end of
the Grant Year, if the following two conditions are satisfied:
(i) The Employee does not have a Termination of
Employment prior to such February 15; and
(ii) The Employee satisfies the Annual Purchase
Requirement described in Section 4 with respect to the
calendar year that ended on the December 31 immediately
preceding such February 15.
(b) Accelerated Vesting. Any unvested Grant Shares shall
___________________
become fully Vested upon the occurrence of any of the following:
(i) Termination of Employment, as defined in
Section 3.1, within two years after one of the events
described in Sections 8.1, 8.2 or 8.3 of the Plan;
3
<PAGE>
Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
(ii) January 1 following the death of the Employee;
(iii) January 1 following the Retirement of the
Employee after age 55 and completion of at least 5 "years of
service" within the meaning of the Company's defined
benefit plan; or
(iv) Receipt by the Employee of formal written
notice of termination following the permanent and total
disability of the Employee, which shall mean any medically
determinable physical or mental impairment that renders the
Employee unable to engage in any substantial gainful
activity and can be expected to result in death or which has
lasted or can be expected to last for a continuous period of
not less than 12 months.
3.3 Forfeiture. An Employee shall forfeit to the Company all or
__________
a portion of the Grant Shares upon any of the following:
(a) Termination of Employment. If the Employee has a
_________________________
Termination of Employment that is not described in 3.2(b), the
Employee shall forfeit any portion of the Grant Shares that is not
Vested under 3.2(a).
(b) Failure to Meet Annual Purchase Requirement. If the
___________________________________________
Employee fails to meet the Annual Purchase Requirement described
in Section 4 for a calendar year, the Employee shall forfeit the
Grant Shares that would have become Vested on the February 15
following the end of that year under 3.2(a).
(c) Attempted Transfer of Shares Not Vested. If an
_______________________________________
attempt is made to assign, encumber, pledge or otherwise transfer
any Grant Shares before they are Vested, in violation of Section
5, the Employee shall forfeit all of the Grant Shares with respect
to which the attempt was made.
4. Annual Purchase Requirement.
___________________________
4.1 Definitions.
___________
(a) Target Shares. The term "Target Shares" shall mean
_____________
shares of Pacific Telecom, Inc. Common Stock and PacifiCorp Common
Stock "beneficially owned" by the Employee within the meaning of
Rule 16a-l(a)(2) promulgated under the Securities Exchange Act of
1934. All shares granted under the Plan shall constitute Target
Shares, whether or not Vested.
(b) Base Salary. The term "Base Salary" shall mean, with
___________
respect
4
<PAGE>
Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
to each calendar year commencing with the Grant Year, the
Employee's annual regular salary as in effect on January 1 of such
calendar year.
(c) Stock Ownership Target. The term "Stock Ownership
______________________
Target" shall mean, with respect to each calendar year commencing
with the Grant Year, a dollar amount equal to _______ times the
Employee's Base Salary for such calendar year.
(d) Annual Purchase Percentage. The term "Annual
__________________________
Purchase Percentage" shall mean, with respect to each calendar
year commencing with the Grant Year, the number equal to the total
value of all of the Target Shares purchased by or at the direction
of the Employee on the open market or under the PacifiCorp K Plus
Employee Savings and Stock Ownership Plan (the "K Plus Plan")
during the calendar year, less the total value of all of the
Target Shares with respect to which the Employee disposed of
beneficial ownership during the calendar year, divided by the
Employee's Base Salary for the calendar year:
Value of Target Value of Target
Annual Shares Purchased - Shares Disposed
Purchase= of
______________________________________________________
Percen-
tage Base Salary
;provided that for purposes of this calculation each Target Share
________
purchased or disposed of during the calendar year shall be valued
at the purchase or disposition price thereof.
(e) Minimum Ownership Target. The term "Minimum Ownership
________________________
Target" shall mean, with respect to each calendar year commencing
with the Grant Year, a dollar amount equal to ________ times the
Employee's Base Salary for such calendar year.
4.2 Annual Purchase Requirement.
___________________________
(a) Valuation. As soon as practicable following January 1
_________
of each of the four calendar years commencing with the Grant Year,
the Company shall conduct a valuation of all the Target Shares
held by the Employee on such January 1. For purposes of this
valuation, each share of Pacific Telecom, Inc. Common Stock shall
be deemed to have a value equal to the average closing price of
such stock as quoted on the NASDAQ National Market over the 20
trading days immediately preceding January 1 of the year
5
<PAGE>
Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
in which the valuation is being conducted. Each share of
PacifiCorp Common Stock shall be deemed to have a value equal to
the average closing price of such stock on the New York Stock
Exchange over the 20 trading days immediately preceding such
January 1.
(b) Stock Ownership Target Not Met. If the Target Shares
______________________________
held by the Employee as of January 1 of a calendar year, when
valued in accordance with (a), have a value less than the
Employee's Stock Ownership Target for that year, the Employee
shall purchase on the open market or acquire under the K Plus Plan
(such obligation being referred to in this Agreement as the
"Annual Purchase Requirement") such number of Target Shares as may
be necessary to cause the Employee's Annual Purchase Percentage
(calculated pursuant to paragraph 4.1(d) above), to equal or
exceed __________ percent; provided, however, that the value of
__________________
Target Shares to be purchased under the Annual Purchase
Requirement, when reduced by the value of Target Shares disposed
of during the year, shall not exceed the difference between the
value of the Employee's holdings of Target Shares as of January 1
of the calendar year and the Stock Ownership Target.
(c) Stock Ownership Target Met. If the Target Shares held
__________________________
by the Employee as of January 1 of a calendar year, when valued in
accordance with (a), have a value that equals or exceeds the
Employee's Stock Ownership Target for that year, the Annual
Purchase Requirement for such year shall be deemed to be satisfied
and the Employee shall have no obligation to purchase additional
Target Shares during the year.
(d) Information Requested from Employee. The Employee
___________________________________
shall provide the Company with such information including evidence
of beneficial ownership of Target Shares and of purchases and
dispositions of Target Shares, as the Company may reasonably
request to administer the Annual Purchase Requirement.
4.3 Waiver of Annual Purchase Requirement by Board of
_________________________________________________
Directors. The Board of Directors of the Company, or a committee
_________
thereof to which the Board of Directors has delegated authority to
administer the Plan (the "Plan Administrator"), may waive the Annual
Purchase Requirement for a given calendar year if the Plan Administrator
finds, in its absolute discretion, that compliance with the Annual
Purchase Requirement would result in extraordinary hardship for the
Employee.
4.4 Waiver of Annual Purchase Requirement by Executive Officer.
__________________________________________________________
Any executive officer to whom appropriate authority has been delegated
pursuant to Section 4.3 of the Plan may waive the Annual Purchase
Requirement for a given
6
<PAGE>
Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
calendar year if (i) such officer finds, in his or her absolute
discretion, that compliance with the Annual Purchase Requirement would
result in extraordinary hardship for the Employee and (ii) the value of
___
the Target Shares held by the Employee on January 1 of the year exceeded
the Minimum Ownership Target.
5. Restriction on Transfer. The Employee shall not assign, encumber,
_______________________
pledge or otherwise transfer, voluntarily or involuntarily, any Grant Shares
that are not Vested.
6. Mergers, Consolidations or Changes in Capital Structure. If,
________________________________________________________
after the date of this Agreement, the outstanding Common Stock of the Company
is increased or decreased or changed into or exchanged for a different number
or kind of shares or other securities of the Company or of another corporation
by reason of any reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification, stock split-up, combination of shares or
dividend payable in shares, or in the event of any consolidation, merger or
plan of exchange involving the Company pursuant to which the Company's Common
Stock is converted into cash, any Common Stock, other securities or other
consideration issued or distributed with respect to the Grant Shares in any
such transaction shall be subject to the restrictions and conditions set forth
herein, including the escrow requirements of Sections 2 and 7.
7. Escrow. The certificates and associated stock powers delivered to
______
the Escrow Holder pursuant to Section 2.2 of this Agreement shall be held in
escrow until (i) receipt by the Escrow Holder of a certificate of the Company
certifying that some or all of the Grant Shares have Vested, or (ii) receipt
by the Escrow Holder of a certificate of the Company certifying that some or
all of the Grant Shares have been forfeited to the Company pursuant to Section
3.3. Upon receipt by the Escrow Holder of one of the foregoing certificates,
the Escrow Holder shall deliver to the Employee or the Company, as
appropriate, certificates representing all of the Grant Shares to which the
Employee or the Company, as applicable, is entitled.
8. No Right to Employment. Nothing in this Agreement or the Plan
______________________
shall (i) confer upon the Employee any right to be continued in the employment
of the Company or interfere in any way with the right of the Company to
terminate the Employee's employment at any time, for any reason or no reason,
with or without cause, or to decrease the Employee's compensation or benefits,
or (ii) confer upon the Employee any right to the continuation, extension,
renewal, or modification of any compensation, contract or arrangement with or
by the Company.
9. Rights as Shareholder. Subject to Section 2.2 and the other
_____________________
provisions of this Agreement, the Employee shall be entitled to all of the
rights of a shareholder with respect to the Grant Shares, including the right
to vote such shares and to receive ordinary dividends payable with respect to
such shares from the date of the grant. The Employee acknowledges that the
certificates representing the Grant Shares may bear such legends as may be
required
7
<PAGE>
Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
by law with respect to the rights and restrictions applicable to the shares.
The Employee agrees that any dividends declared or paid in respect of the
Grant Shares prior to the Company's 1994 annual meeting of shareholders shall
be subject to forfeiture in the event shareholder approval of the Plan is not
obtained at the annual meeting. If forfeiture occurs, the Employee shall
promptly pay to the Company the full amount of dividends received. If the
Employee fails to repay such forfeited dividends, the Company shall have the
right to withhold the amount of such dividends from Employee's salary or other
amounts payable to the Employee.
10. Withholding Taxes. The Company shall have the right to require
_________________
the Employee to remit to the Company, or to withhold from other amounts
payable to the Employee, as compensation or otherwise, an amount sufficient to
satisfy all federal, state and local withholding tax requirements.
11. Approvals. Should the approval of state and federal authorities
_________
or agencies with jurisdiction in the matter be required, the obligations of
the Company under this Agreement and the Plan are subject to the Company
obtaining such approval. The Company will use its best efforts to take steps
required by state or federal law or applicable regulations, including rules
and regulations of the Securities and Exchange Commission and any stock
exchange or quotation system on which the Company's shares may then be listed
or quoted, in connection with the grant evidenced by this Agreement. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver the Grant Shares if such issuance or delivery would violate or result
in a violation of applicable state or federal securities laws.
12. Miscellaneous.
_____________
12.1 Governing Law. This Agreement shall be governed by and
_____________
construed under the laws of the state of Washington, without regard to
the choice of law principles applied in the courts of such state.
12.2 Severability. If any provision or provisions of this
____________
Agreement are found to be unenforceable, the remaining provisions shall
nevertheless be enforceable and shall be construed as if the
unenforceable provisions were deleted.
12.3 Entire Agreement. This Agreement and the Plan constitute
________________
the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous oral or
written agreements between the Company and the Employee relating to the
subject matter hereof.
12.4 Amendment. This Agreement may be amended or modified only
_________
pursuant to the Plan or by written consent of the Company and the
Employee.
8
<PAGE>
Pacific Telecom, Inc. Long Term Incentive Plan
1994 Restatement
Restricted Stock Agreement
12.5 Successors. This Agreement shall inure to the benefit of and
__________
be binding upon the Company and its successors.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
COMPANY: PACIFIC TELECOM, INC., a Washington
corporation
By:_______________________________________
Title:_________________________________
EMPLOYEE: __________________________________________
[signature]
__________________________________________
[type or print name]
9
<PAGE>
EXHIBIT (23)b
INDEPENDENT AUDITORS' CONSENT
_____________________________
We consent to the incorporation by reference in Registration
Statement Nos. 33-32211 and 33-49479 of PacifiCorp on Form S-8 of
our report dated April 13, 1994, appearing in this Annual Report
on Form 11-K of the Utah Power & Light Company Employee Savings
and Stock Purchase Plan of PacifiCorp for the year ended
December 31, 1993.
DELOITTE & TOUCHE
Salt Lake City, Utah
June 1, 1994
<PAGE>
Deloitte & Touche
_________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
Portland, Oregon 97204-3698 ITT Telex: 4995714
Facsimile:(503)224-2172
Exhibit (23)c
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-32211, 33-39195, 33-49479 and Post-Effective Amendment No. 1 to
Registration Statement No. 33-17970 of PacifiCorp all on Form S-8 of our
report dated April 29, 1994, appearing in this Annual Report on Form 11-K of
the PacifiCorp K Plus Employee Savings and Stock Ownership Plan for the year
ended December 31, 1993.
DELOITTE & TOUCHE
June 1, 1994
<PAGE>
EXHIBIT (99)b
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________
FORM 11-K
_________
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1993
OR
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to ___________
Commission file number 1-5152
A. Full title of the plan and the address of the plan if
different from that of the issuer named below:
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
PACIFICORP
700 N.E. MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232-4116
1
<PAGE>
REQUIRED INFORMATION
Page No.
________
1. Independent Auditors' Report 3-4
2. Statements of Net Assets Available for
Benefits at December 31, 1993 and 1992 5-6
3. Statements of Changes in Net Assets
Available for Benefits for the Years
Ended December 31, 1993 and 1992 7-8
4. Notes to Financial Statements 9-16
5. Supplemental Schedules as of December 31, 1993
and for the year then ended:
Item 30a - Schedule of Assets Held for
Investment Purposes 17
Item 30d - Schedule of Reportable Transactions 18
* * * * * *
The following supplemental schedules required to be included with
financial statements in connection with Form 5500 filed with the Department of
Labor are not included herein because of the absence of conditions under which
they are required:
Item 30b - Schedule of Loans or Fixed Income Obligations
Item 30c - Schedule of Leases in Default or Classified as
Uncollectible
Item 30e and f - Schedule of Nonexempt Transactions
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
____________________________
Utah Power & Light Company
Employee Savings and Stock Purchase
Plan of PacifiCorp:
We have audited the accompanying statements of net assets available for
benefits of the Utah Power & Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp (the Plan) as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund
is presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in the net assets available for benefits of
the individual funds, and is not a required part of the basic financial
statements. The supplemental schedules, listed in the table of contents, are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements,
3
<PAGE>
but are supplementary information required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. This supplemental information and these
supplemental schedules are the responsibility of the Plan's management. Such
supplemental information by fund and the supplemental schedules have been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken
as a whole.
DELOITTE & TOUCHE
Salt Lake City, Utah
April 13, 1994
4
<PAGE>
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
__________________________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ ____________ ___________ __________ __________ __________ ___________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS (stated at fair
value) (Notes 1, 2, and 3):
PacifiCorp common stock....... $ 88,873,631 $80,333,288 $8,540,343 $ - $ - $ - $ -
Other......................... 15,921,077 - - 5,787,341 5,026,256 354,191 4,753,289
____________ ___________ __________ __________ __________ ________ __________
Total Investments.. 104,794,708 80,333,288 8,540,343 5,787,341 5,026,256 354,191 4,753,289
RECEIVABLES - Contributions..... 24,044 20,678 2,213 683 459 11 -
CASH............................ 877 773 86 8 8 2 -
____________ ___________ __________ __________ __________ ________ __________
Total Assets....... 104,819,629 80,354,739 8,542,642 5,788,032 5,026,723 354,204 4,753,289
____________ ___________ __________ __________ __________ ________ __________
LIABILITIES
___________
MANAGEMENT FEES PAYABLE......... 13,516 - - 12,736 - 780 -
____________ ___________ __________ __________ __________ ________ __________
Total Liabilities.. 13,516 - - 12,736 - 780 -
____________ ___________ __________ __________ __________ ________ __________
NET ASSETS AVAILABLE
FOR BENEFITS.................... $104,806,113 $80,354,739 $8,542,642 $5,775,296 $5,026,723 $ 353,424 $4,753,289
____________ ___________ __________ __________ __________ ________ __________
____________ ___________ __________ __________ __________ ________ __________
</TABLE>
See Notes to Financial Statements
5
<PAGE>
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
DECEMBER 31, 1992
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
___________________________________________________________________________
ASSETS TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
______ ___________ ___________ ___________ __________ __________ __________ ___________
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS (stated at fair
value) (Notes 1, 2 and 3):
PacifiCorp common stock....... $80,845,019 $72,945,268 $7,899,751 $ - $ - $ - $ -
Other......................... 14,354,933 - - 4,785,407 4,650,704 152,022 4,766,800
___________ ___________ __________ __________ __________ _________ __________
Total Investments.. 95,199,952 72,945,268 7,899,751 4,785,407 4,650,704 152,022 4,766,800
RECEIVABLES - Contributions..... 29,876 24,824 3,803 394 510 345 -
CASH............................ 458 399 48 11 - - -
___________ ___________ __________ __________ __________ _________ __________
Total Assets....... 95,230,286 72,970,491 7,903,602 4,785,812 4,651,214 152,367 4,766,800
___________ ___________ __________ __________ __________ _________ __________
LIABILITIES
___________
DUE TO PARTICIPATING EMPLOYEES
(Note 2)....................... 441,567 369,691 51,211 2,021 18,644 - -
MANAGEMENT FEES PAYABLE......... 11,242 - - 10,896 - 346 -
___________ ___________ __________ __________ __________ _________ __________
Total Liabilities.. 452,809 369,691 51,211 12,917 18,644 346 -
___________ ___________ __________ __________ __________ _________ __________
NET ASSETS AVAILABLE
FOR BENEFITS.................... $94,777,477 $72,600,800 $7,852,391 $4,772,895 $4,632,570 $ 152,021 $4,766,800
___________ ___________ __________ __________ __________ _________ __________
___________ ___________ __________ __________ __________ _________ __________
</TABLE>
See Notes to Financial Statements
6
<PAGE>
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
_________________________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
____________ ___________ __________ __________ __________ ____________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income (Note 2):
Cash Dividends on common
stock of PacifiCorp......... $ 5,140,857 $ 4,642,087 $ 498,770 $ - $ - $ - $ -
Interest and Other Income.... 757,799 5,029 539 - 351,399 - 400,832
Net Appreciation (Depreciation)
in Fair Value of Investments
(Note 3).................... (868,182) (1,511,850) (176,229) 785,457 - 34,440 -
____________ ___________ __________ __________ __________ __________ ________
Total Investment
Income................ 5,030,474 3,135,266 323,080 785,457 351,399 34,440 400,832
____________ ___________ __________ __________ __________ __________ ________
Contributions (Note 1):
Participating Employees...... 5,883,435 4,080,132 856,009 470,204 365,825 111,265 -
Company...................... 3,468,112 3,468,112 - - - - -
____________ ___________ __________ __________ __________ __________ ________
Total Contributions.... 9,351,547 7,548,244 856,009 470,204 365,825 111,265 -
____________ ___________ __________ __________ __________ __________ ________
Fund Transfers - Net........... - - (26,017) 49,173 (84,268) 61,112 -
Loans - Net (Notes 1 and 2).... - 477,898 (61,335) 12,125 (36,689) 1,989 (393,988)
____________ ___________ __________ __________ __________ __________ ________
Total Additions........ 14,382,021 11,161,408 1,091,737 1,316,959 596,267 208,806 6,844
____________ ___________ __________ __________ __________ __________ ________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Note 2)....................... 3,761,649 3,034,425 339,434 201,858 181,169 4,763 -
Transfer to PacifiCorp K Plus
(Note 1)....................... 540,402 373,044 62,052 64,006 20,945 - 20,355
Administrative Expenses(Note 1) 51,334 - - 48,694 - 2,640 -
____________ ___________ __________ __________ __________ __________ ________
Total Deductions....... 4,353,385 3,407,469 401,486 314,558 202,114 7,403 20,355
____________ ___________ __________ __________ __________ __________ ________
NET INCREASE (DECREASE).......... 10,028,636 7,753,939 690,251 1,002,401 394,153 201,403 (13,511)
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1............. 94,777,477 72,600,800 7,852,391 4,772,895 4,632,570 152,021 4,766,800
____________ ___________ __________ __________ __________ __________ _________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31........... $104,806,113 $80,354,736 $8,542,642 $5,775,296 $5,026,723 $ 353,424 $4,753,289
____________ ___________ __________ __________ __________ __________ _________
____________ ___________ __________ __________ __________ __________ _________
</TABLE>
See Notes to Financial Statements
7
<PAGE>
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH SUPPLEMENTAL INFORMATION BY FUND)
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
_______________________________________________________________________
TOTAL BASIC FUND I FUND II FUND III FUND IV LOAN
____________ ___________ __________ __________ __________ __________ __________
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Investment Income(Loss)(Note 2):
Cash Dividends on common
stock of PacifiCorp......... $ 5,841,393 $ 5,276,776 $ 564,617 $ - $ - $ - $ -
Interest and Other Income.... 776,725 5,509 678 - 350,945 - 419,593
Net Appreciation(Depreciation)
in Fair Value of Investments
(Note 3).................... (20,087,666) (18,464,547) (2,001,930) 369,334 - 9,477 -
____________ ___________ __________ __________ __________ __________ __________
Total Investment
Income(Loss)......... (13,469,548) (13,182,262) (1,436,635) 369,334 350,945 9,477 419,593
____________ ___________ __________ __________ __________ __________ __________
Contributions (Note 1):
Participating Employees...... 5,793,238 3,963,783 898,364 454,000 409,359 67,732 -
Company...................... 3,369,215 3,369,215 - - - - -
____________ ___________ __________ __________ __________ __________ __________
Total Contributions.... 9,162,453 7,332,998 898,364 454,000 409,359 67,732 -
____________ ___________ __________ __________ __________ __________ __________
Fund Transfers - Net........... - - 22,159 47,704 (135,072) 65,209 -
Loans - Net (Notes 1 and 2).... - (126,670) (114,503) (44,624) (55,087) 10,852 330,032
____________ ___________ __________ __________ __________ __________ __________
Total Additions........ (4,307,095) (5,975,934) (630,615) 826,414 570,145 153,270 749,625
____________ ___________ __________ __________ __________ __________ __________
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participant Withdrawals
(Note 2)...................... 5,536,064 4,718,515 377,861 210,118 229,271 299 -
Transfer to PacifiCorp K Plus
Plan (Note 1)................. 276,963 155,405 53,499 27,903 2,708 94 37,354
Administrative Expenses (Note 1) 41,456 - - 40,600 - 856 -
____________ ___________ __________ __________ __________ __________ __________
Total Deductions....... 5,854,483 4,873,920 431,360 278,621 231,979 1,249 37,354
____________ ___________ __________ __________ __________ __________ __________
NET INCREASE (DECREASE).......... (10,161,578) (10,849,854) (1,061,975) 547,793 338,166 152,021 712,271
NET ASSETS AVAILABLE FOR
BENEFITS, JANUARY 1............. 104,939,055 83,450,654 8,914,366 4,225,102 4,294,404 - 4,054,529
____________ ___________ __________ __________ __________ __________ __________
NET ASSETS AVAILABLE FOR
BENEFITS, DECEMBER 31........... $ 94,777,477 $72,600,800 $7,852,391 $4,772,895 $4,632,570 $ 152,021 $4,766,800
____________ ___________ __________ __________ __________ __________ __________
____________ ___________ __________ __________ __________ __________ __________
</TABLE>
See Notes to Financial Statements
8
<PAGE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
General
_______
The Utah Power & Light Company Employee Savings and Stock Purchase Plan
of PacifiCorp (the Plan) is a qualified employees' trust under the Internal
Revenue Code and, as such, is exempt from Federal income taxes. The employee
is not taxed on the income of the Plan, PacifiCorp (the Company)
contributions and before-tax employee contributions under Section 401(k) made
for his account, pursuant to the provisions of the Internal Revenue Code,
until such time as the employee receives distributions from the Plan. The
Plan complies with the requirements of the Employee Retirement Income Security
Act of 1974.
The Plan permits participants, at their election, to make supplemental,
tax-deferred contributions to one or more of the separate investment funds as
permitted by Section 401(k) of the Internal Revenue Code. All tax-deferred
contributions to the Plan may not exceed $9,240 for 1994 compared to $8,994
for 1993, as permitted by the Internal Revenue Service regulations. The Plan
also permits participants to borrow from their before-tax employee
contribution accounts and the Company matching portion of their before-tax
accounts. The Plan Committee approves all loans and determines related
interest rates. Payroll deductions are required to repay the loans which must
be repaid within five years, except in the case of loans used to acquire or
construct a principal residence, which loans may be repaid over a period not
to exceed twenty years. Loans must be repaid in full at the time of
retirement or termination.
The Plan has received determination letters from the Internal Revenue
Service stating the Plan is a qualified employee benefit plan. The date of
the most recent of such letters is February 25, 1994.
The cost of administration of the Plan is paid by the Plan, except to
the extent paid by the Company.
9
<PAGE>
1. DESCRIPTION OF THE PLAN (Continued)
Eligibility
___________
All bargaining unit Company employees represented by IBEW Local 57 who
complete one year of service (defined as a 12-month period within which an
employee has completed not less than 1,000 hours of service) may participate
in the Plan. For employees who are transferred to IBEW Local 57, prior
service with PacifiCorp or any other PacifiCorp division, subsidiary, or
affiliate shall be included for determining eligibility for participation. As
of December 31, 1993 and 1992, there were 2,432 and 2,454 employees and 335
and 339 former employees participating in the Plan for a total of 2,767 and
2,793, respectively.
Non-bargaining unit employees and Utah Power bargaining unit employees
who transfer from IBEW Local 57 to other PacifiCorp bargaining units or non-
bargaining unit positions will have their accounts in the Plan transferred to
the PacifiCorp K Plus Employee Savings and Stock Ownership Plan (the
PacifiCorp K Plus Plan). During the year ended December 31, 1993 and 1992,
there were 21 and 9 employees, respectively, that were transferred to the
PacifiCorp K Plus Plan.
Fund Participation
__________________
The number of participants in each fund at December 31, 1993 was as
follows:
Basic Fund 2,767
Supplemental:
Fund I - Company Stock Fund 707
Fund II - Equity Investment Fund 457
Fund III - Fixed Income Investment Fund 398
Fund IV - Balanced Fund 141
Loan Fund 961
Many employees have elected to participate in one or more Supplemental
funds in addition to the Basic Fund.
Investment Policy
_________________
Under provisions of the Plan, the Basic Fund and Fund I are invested in
common stock of PacifiCorp, Fund II is invested in the Columbia Trust Company
Common Stock Investment Fund, Fund III is invested in guaranteed investment
contracts, Fund IV is invested in the Columbia Trust Company Balanced
Investment Fund, and the Loan Fund is invested in loans to participants.
10
<PAGE>
1. DESCRIPTION OF THE PLAN (Continued)
Funding
_______
The source of funding for the basic portion of the Plan is employee
contributions from 1% to 6% of employees' regular earnings and the Company
matching contributions which are equal to 85% of employee contributions.
The source of funding for the supplemental portion of the Plan is
additional employee contributions from 1% to 10% of employees' regular
earnings.
The Company collects all employee contributions and transmits them,
together with the Company contributions, to the Trustee. All such
contributions and all other cash and stock received under the Plan by the
Trustee are held in the trust for the exclusive benefit of the Plan
participants.
Vesting
_______
All contributions and earnings vest immediately.
Termination Priorities
______________________
In the event the Plan is terminated, the trust is to continue until all
of the assets in the trust have been distributed to participants or their
beneficiaries in accordance with the terms of the Plan in effect at the time
of its termination. No part of the vested trust assets is to revert to or be
recovered by the Company or be used for, or diverted to, any purpose other
than for the exclusive benefit of participants and their beneficiaries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
_____________________
The Plan financial statements are prepared in accordance with generally
accepted accounting principles. The accounting practices and policies are
consistent with those prescribed or permitted by the Department of Labor.
11
<PAGE>
2. SUMMARY OF SIGNIFICANT ACOUNTING POLICIES (Continued)
Investments
___________
The investment in the Company's common stock (Basic and Fund I) is
stated at fair value based on published market quotations at year end.
Dividends from the common stock are accrued on the date the shares trade
without dividend rights.
The investment in Fund II is stated at fair value based on the number of
units of the Columbia Trust Company Common Stock Investment Fund held by the
Plan and the fair value of such units at year end. The unit value is adjusted
to reflect the value of dividends received on shares of stock held by the
fund.
The investment in Fund III is placed in guaranteed investment contracts
and is stated at cost which approximates fair value.
Beginning January 1, 1992, the Plan added Fund IV to the supplemental
funds in which participants may invest. Fund IV is comprised of common
stocks, bonds, and money market investments, and is stated at fair value based
on the number of units of the Columbia Trust Company Balanced Investment Fund
held by the Plan and the fair value of such units at year end. The unit value
is adjusted to reflect the value of dividends received on shares of stock held
by the fund.
The investment in loans to participants (Loan Fund) is stated at the
uncollected principal balances of the loans which approximates fair value.
The temporary investment is carried at cost which approximates fair
value.
Changes in fair value of investments during each year are shown as net
appreciation or depreciation in fair value of investments in the statements of
changes in net assets available for benefits. Investment transactions are
recorded on a trade date basis.
Plan Withdrawals
________________
Withdrawals by and amounts distributable to participants who have
terminated employment are provided for in the financial statements.
Participants' withdrawals from Basic and Fund I are distributed in shares of
the Company's common stock and are stated at the carrying value of the stock
which approximates the fair value as of the most recent quarter end.
12
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In May 1993, generally accepted accounting principles were changed to
provide that liabilities for amounts payable to participants who have elected
to withdraw from the Plan should not be recorded until paid. Accordingly, the
liability due to participating employees who have elected to withdraw was not
accrued on the Plan's statement of net assets available for benefits at
December 31, 1993.
Participants' Accounts
______________________
Investments in the Company's common stock were allocated to
participants' accounts based upon original cost. Net appreciation
(depreciation) in fair value of all funds is allocated to participants'
accounts quarterly.
13
<PAGE>
3. INVESTMENTS
Information with respect to the Plan's investments at December 31, 1993
and 1992 are as follows:
<TABLE>
<CAPTION>
Number of Fair
Investments Shares/Units Value
___________ ____________ ______
<S> <C> <C>
1993
____
PacifiCorp
common stock 4,616,812 $ 88,873,631
____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 683,808 5,787,341
Provident Life Insurance
Company Guaranteed
Investment
Contract 1,509,353 1,509,353
Allstate Life
Insurance Company
Guaranteed Investment
Contract 1,687,639 1,687,639
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,484,033 1,484,033
First Interstate Bank
of Utah, N.A.
Temporary Investment
Fund, Class B,
No. 2 Account (9194) 345,231 345,231
Columbia Trust Company
Balanced Investment Fund 54,877 354,191
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 4,753,289 4,753,289
____________
Total Other 15,921,077
____________
TOTAL $104,794,708
____________
____________
</TABLE>
14
<PAGE>
3. INVESTMENTS (Continued)
<TABLE>
<CAPTION>
Number of Fair
Investments Shares/Units Value
___________ ____________ ______
<S> <C> <C>
1992
____
PacifiCorp
common stock 4,093,418 $ 80,845,019
____________
Other:
Columbia Trust Company
Common Stock Investment
Fund 656,206 4,785,407
Metropolitan Insurance
Company Guaranteed
Investment Contract 332,545 332,545
Allstate Life
Insurance Company
Guaranteed Investment
Contract 1,608,559 1,608,559
Metropolitan Insurance
Company Guaranteed
Investment Contract 1,443,290 1,443,290
First Interstate Bank
of Utah, N.A.
Temporary Investment
Fund, Class B,
No. 2 Account (9194) 1,266,310 1,266,310
Columbia Trust Company
Balanced Investment Fund 26,754 152,022
Loans to participants and
related interest, fixed
interest rates at prime
plus 1% ranging from 7.0%
to 12.5% with maturity
dates up to 20 years,
collateralized by participants'
account balances 4,766,800 4,766,800
____________
Total Other 14,354,933
____________
TOTAL $ 95,199,952
____________
____________
</TABLE>
15
<PAGE>
3. INVESTMENTS (Continued)
During the year ended December 31, 1993 and 1992, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) in value as follows:
1993 1992
____ ____
Investments
___________
PacifiCorp common stock $(1,688,079) $(20,466,477)
Columbia Trust Company:
Common Stock Investment Fund 785,457 369,334
Balanced Investment Fund 34,440 9,477
___________ ____________
Net appreciation (depreciation)
in fair value $ (868,182) $(20,087,666)
___________ ____________
___________ ____________
4. WITHDRAWALS
In accordance with a May 1993 change in generally accepted accounting
principles, the liability due to participating employees who have elected to
withdraw was not accrued on the Plan's statement of net assets available for
benefits at December 31, 1993. Participant withdrawals included in the 1993
financial statements differ from total participant withdrawals shown on the
Form 5500 reported to the Department of Labor as follows:
<TABLE>
<CAPTION>
Total Basic Fund I Fund II Fund III Fund IV
_____ _____ ______ _______ ________ _______
<S> <C> <C> <C> <C> <C> <C>
Participants withdrawals
shown on the 1993 statement
of changes in net assets
available for benefits $3,761,649 $3,034,425 $339,434 $201,858 $181,169 $4,763
Liability due to partici-
pating employees at
December 31, 1993 1,020,172 812,866 80,311 78,350 48,645 -
__________ __________ ________ ________ ________ ______
Total participant withdrawals
shown on the Form 5500 $4,781,821 $3,847,291 $419,745 $280,208 $229,814 $4,763
__________ __________ ________ ________ ________ ______
__________ __________ ________ ________ ________ ______
</TABLE>
16
<PAGE>
<TABLE>
UTAH POWER & LIGHT
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 30A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
<CAPTION>
Number of Historical Current
Units/ Cost of Value
Description Shares Asset of Asset
___________ __________ __________ ________
<S> <C> <C> <C>
PacifiCorp (Party in interest)
common stock 4,616,812 $83,683,853 $88,873,631
___________ ___________
Other:
Columbia Trust Company Common
Stock Investment Fund 683,808 2,864,581 5,787,341
Provident Life Insurance Company
Guaranteed Investment Contract 1,509,353 1,509,353 1,509,353
Allstate Life Insurance Company
Guaranteed Investment Contract 1,687,639 1,687,639 1,687,639
Metropolitan Insurance Company
Guaranteed Investment Contract 1,484,033 1,484,033 1,484,033
First Interstate Bank of Utah,
N.A. Temporary Investment Fund,
Class B, No. 2 Account (9194) 345,231 345,231 345,231
Columbia Trust Company
Balanced Investment Fund 54,877 310,961 354,191
Loans to participants and
related interest, fixed
interest rates at prime plus
1% ranging from 7.0% to 12.5%
with maturity dates up to 20
years, collateralized by
participants' account balances 4,753,289 4,753,289 4,753,289
___________ ____________
Total Other 12,955,087 15,921,077
___________ ____________
TOTAL $96,638,940 $104,794,708
___________ ____________
___________ ____________
</TABLE>
17
<PAGE>
<TABLE>
UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
SUPPLEMENTAL SCHEDULE
ITEM 30D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
SERIES REPORTABLE TRANSACTIONS
______________________________
Expenses Current
Number Number Incurred Value of
of of with Asset on Gain
Asset Trans- Units/ Purchase Selling Trans- Cost of Sales or or
Description actions Shares Price Price actions Asset Transfer Date (Loss)
___________ _______ ______ ________ _______ _______ _______ _____________ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PacifiCorp (Party in
interest) common stock:
Purchases 81 813,725 $15,344,412 N/A N/A N/A N/A N/A
Distributions to
participants 26 242,230 N/A $4,702,132 N/A $4,702,132 $4,702,132 NONE
SINGLE REPORTABLE TRANSACTION
_____________________________
None
</TABLE>
18
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
________
the Employee Savings and Stock Purchase Plan Committee, which administers the
Plan, has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
(REGISTRANT) UTAH POWER & LIGHT COMPANY
EMPLOYEE SAVINGS AND STOCK PURCHASE PLAN
OF PACIFICORP
BY (SIGNATURE) /s/ H. Arnold Wagner
(NAME AND TITLE) H. ARNOLD WAGNER
Plan Committee Member
DATE April 13, 1994
19
<PAGE>
EXHIBIT (99)c
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM 11-K
____________________
/X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
_
1934
For the Fiscal Year Ended December 31, 1993
OR
/_/ Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ________ to ________
Commission file number 1-5152
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
PACIFICORP
K PLUS EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PACIFICORP
700 N.E. Multnomah
Suite 1600
Portland, Oregon 97232
PACIFIC TELECOM, INC.
805 Broadway
Vancouver, Washington 98668
<PAGE>
REQUIRED INFORMATION
Page No.
________
1. Independent Auditors' Report 3
2. Statements of Net Assets Available for
Benefits, December 31, 1993 and 1992 4-7
3. Statements of Changes in Net Assets
Available for Benefits for the
Years Ended December 31, 1993 and 1992 8-11
4. Notes to Financial Statements 12-18
5. Supplemental Schedule for the Year Ended
December 31, 1993
Item 27a - Assets Held for Investment Purposes 19-28
- 2 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
PacifiCorp K Plus Employee
Savings and Stock Ownership Plan:
We have audited the accompanying statements of net assets available for
benefits of the PacifiCorp K Plus Employee Savings and Stock Ownership Plan as
of December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1993 and 1992, and the changes in its net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund
is presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding the net assets
available for benefits and changes in net assets available for benefits of the
individual funds, and is not a required part of the basic financial
statements. The accompanying supplemental schedule of assets held for
investment purposes as of December 31, 1993 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements. The supplemental information and schedule are the responsibility
of the Plan's management. Such supplemental information by fund and
supplemental schedule have been subjected to the auditing procedures applied
in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
DELOITTE & TOUCHE
April 29, 1994
- 3 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1993
<CAPTION>
Supplemental Information by Fund
______________________________________________________
Stable
ASSETS Total Equity Fund Balanced Fund Bond Fund Asset Fund
______ _____ ___________ _____________ _________ __________
<S> <C> <C> <C> <C> <C>
INVESTMENTS (STATED AT FAIR VALUE):
Common Stock
PacifiCorp $180,784,758 - - - -
Pacific Telecom 11,092,692 - - - -
Other 78,838,757 $58,781,076 $20,057,681 - -
United States government obligations 5,937,090 - 5,937,090 - -
Corporate bonds 14,131,544 - 5,979,677 $ 8,151,867 -
Guaranteed investment contracts 78,256,407 - - - $78,256,407
Temporary cash investments 11,166,791 2,414,362 973,394 407,381 1,862,946
Participant loan repayments - 54,494 28,589 6,648 37,174
Participant loans 8,586,434 - - - -
___________ __________ __________ __________ __________
Total investments 388,794,473 61,249,932 32,976,431 8,565,896 80,156,527
___________ __________ __________ __________ __________
RECEIVABLES
Due from brokers 312,030 312,030 - - -
Dividends 74,252 31,775 42,477 - -
Interest 186,389 5,359 161,766 1,066 5,481
Participant contributions 1,984,733 634,322 264,200 83,977 466,450
Employer contributions 1,227,979 - - - -
Pending interfund transfers - 1,149,798 (116,396) (49,178) (292,321)
Other 7,174 - - - -
___________ __________ __________ __________ __________
Total receivables 3,792,357 2,133,284 352,047 35,865 179,610
___________ __________ __________ __________ __________
Total assets 392,587,030 63,383,216 33,328,478 8,601,761 80,336,137
___________ __________ __________ __________ __________
LIABILITIES
___________
DUE TO BROKERS 1,009,005 701,808 307,197 - -
DUE TO FUND MANAGERS 47,198 3,593 - 4,860 38,745
LEVERAGED ESOP DEBT 42,133,739 - - - -
INTEREST PAYABLE ON LEVERAGED ESOP DEBT 333,389 - - - -
FORFEITURES 64,708 - - - 202
___________ __________ __________ __________ __________
Total liabilities 43,588,039 705,401 307,197 4,860 38,947
___________ __________ __________ __________ __________
NET ASSETS AVAILABLE FOR BENEFITS $348,998,991 $62,677,815 $33,021,281 $ 8,596,901 $80,297,190
___________ __________ __________ __________ __________
___________ __________ __________ __________ __________
</TABLE>
See notes to financial statements.
- 4 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1993
(Continued)
<CAPTION>
Supplemental Information by Fund
_________________________________________________________________
Pacific
PacifiCorp Telecom NERCO Participant ESOP
ASSETS Stock Fund Stock Fund Stock Fund Loans Program
______ __________ __________ __________ ___________ _______
<S> <C> <C> <C> <C> <C>
INVESTMENTS (STATED AT FAIR VALUE):
Common Stock
PacifiCorp $52,020,180 - - - $128,764,578
Pacific Telecom - $ 6,272,838 - - 4,819,854
Other - - - - -
United States government obligations - - - - -
Corporate bonds - - - - -
Guaranteed investment contracts - - - - -
Temporary cash investments 1,545,184 473,630 - $ 38,399 3,451,495
Participant loan repayments 66,903 6,432 - (200,240) -
Participant loans - - - 8,586,434 -
__________ __________ __________ __________ ___________
Total investments 53,632,267 6,752,900 - 8,424,593 137,035,927
__________ __________ __________ __________ ___________
RECEIVABLES
Due from brokers - - - - -
Dividends - - - - -
Interest 3,934 1,150 - 100 7,533
Participant contributions 478,455 57,329 - - -
Employer contributions - - - - 1,227,979
Pending interfund transfers (590,317) (119,951) - - 18,365
Other - - - - 7,174
__________ __________ __________ __________ ___________
Total receivables (107,920) (61,472) - 100 1,261,051
__________ __________ __________ __________ ___________
Total assets 53,524,339 6,691,428 - 8,424,693 138,296,978
__________ __________ __________ __________ ___________
LIABILITIES
___________
DUE TO BROKERS - - - - -
DUE TO FUND MANAGERS - - - - -
LEVERAGED ESOP DEBT - - - - 42,133,739
INTEREST PAYABLE ON LEVERAGED ESOP DEBT - - - - 333,389
FORFEITURES - - - - 64,506
__________ __________ __________ __________ ___________
Total liabilities - - - - 42,531,634
__________ __________ __________ __________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $53,524,339 $ 6,691,428 $ - $ 8,424,693 $ 95,765,344
__________ __________ __________ __________ ___________
__________ __________ __________ __________ ___________
</TABLE>
See notes to financial statements.
- 5 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1992
<CAPTION>
Supplemental Information by Fund
______________________________________________________
Stable
ASSETS Total Equity Fund Balanced Fund Bond Fund Asset Fund
______ _____ ___________ _____________ _________ __________
<S> <C> <C> <C> <C> <C>
INVESTMENTS (STATED AT FAIR VALUE):
Common Stock
PacifiCorp $190,803,524 - - - -
NERCO 1,899,525 - - - -
Pacific Telecom 11,185,647 - - - -
Other 65,482,631 $48,163,517 $17,319,114 - -
United States government obligations 8,035,333 1,988,700 6,046,633 - -
Corporate bonds 19,067,512 2,000,000 8,936,486 $ 8,131,026 -
Guaranteed investment contracts 72,291,068 - - - $72,291,068
Temporary cash investments 14,143,989 3,206,580 1,204,991 705,253 3,702,425
Participant loan repayments - 30,425 23,793 5,645 23,335
Participant loans 8,279,711 - - - -
___________ __________ __________ __________ __________
Total investments 391,188,940 55,389,222 33,531,017 8,841,924 76,016,828
___________ __________ __________ __________ __________
RECEIVABLES
Due from brokers 453,025 316,889 136,136 - -
Dividends 74,027 44,621 29,406 - -
Interest 267,704 9,271 238,117 1,908 5,965
Participant contributions 1,247,823 318,702 204,787 69,087 277,605
Employer contributions 1,035,353 - - - -
Due from prior trustees 27,164 - 11,347 - 8,510
Pending interfund transfers - 276,427 (913,221) 24,339 185,303
___________ __________ __________ __________ __________
Total receivables 3,105,096 965,910 (293,428) 95,334 477,383
___________ __________ __________ __________ __________
Total assets 394,294,036 56,355,132 33,237,589 8,937,258 76,494,211
___________ __________ __________ __________ __________
LIABILITIES
___________
DUE TO BROKERS 725,646 470,490 255,156 - -
LEVERAGED ESOP DEBT 57,383,739 - - - -
INTEREST PAYABLE ON LEVERAGED ESOP DEBT 298,983 - - - -
DUE TO PARTICIPANTS 937,218 84,011 91,726 24,305 286,882
FORFEITURES 5,430 - - - -
___________ __________ __________ __________ __________
Total liabilities 59,351,016 554,501 346,882 24,305 286,882
___________ __________ __________ __________ __________
NET ASSETS AVAILABLE FOR BENEFITS $334,943,020 $55,800,631 $32,890,707 $ 8,912,953 $76,207,329
___________ __________ __________ __________ __________
___________ __________ __________ __________ __________
</TABLE>
See notes to financial statements.
- 6 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1992
(Continued)
<CAPTION>
Supplemental Information by Fund
_________________________________________________________________
Pacific
PacifiCorp Telecom NERCO Participant ESOP
ASSETS Stock Fund Stock Fund Stock Fund Loans Program
______ __________ __________ __________ ___________ _______
<S> <C> <C> <C> <C> <C>
INVESTMENTS (STATED AT FAIR VALUE):
Common Stock
PacifiCorp $46,310,353 - - - $144,493,171
NERCO - - $ 1,899,525 - -
Pacific Telecom - $ 5,866,917 - - 5,318,730
Other - - - - -
United States government obligations - - - - -
Corporate bonds - - - - -
Guaranteed investment contracts - - - - -
Temporary cash investments 1,907,235 213,071 22,417 $ 34,310 3,147,707
Participant loan repayments 40,365 5,398 2,102 (131,063) -
Participant loans - - - 8,279,711 -
__________ __________ __________ __________ ___________
Total investments 48,257,953 6,085,386 1,924,044 8,182,958 152,959,608
__________ __________ __________ __________ ___________
RECEIVABLES
Due from brokers - - - - -
Dividends - - - - -
Interest 4,864 647 60 98 6,774
Participant contributions 316,240 42,428 18,974 - -
Employer contributions - - - - 1,035,353
Due from prior trustees 7,307 - - - -
Pending interfund transfers 443,313 (46,852) 30,691 - -
__________ __________ __________ __________ ___________
Total receivables 771,724 (3,777) 49,725 98 1,042,127
__________ __________ __________ __________ ___________
Total assets 49,029,677 6,081,609 1,973,769 8,183,056 154,001,735
__________ __________ __________ __________ ___________
LIABILITIES
___________
DUE TO BROKERS - - - - -
LEVERAGED ESOP DEBT - - - - 57,383,739
INTEREST PAYABLE ON LEVERAGED ESOP DEBT - - - - 298,983
DUE TO PARTICIPANTS 162,887 8,490 10,053 11,996 256,868
FORFEITURES - - - - 5,430
__________ __________ __________ __________ ___________
Total liabilities 162,887 8,490 10,053 11,996 57,945,020
__________ __________ __________ __________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $48,866,790 $ 6,073,119 $ 1,963,716 $ 8,171,060 $ 96,056,715
__________ __________ __________ __________ ___________
__________ __________ __________ __________ ___________
</TABLE>
See notes to financial statements.
- 7 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1993
<CAPTION>
Supplemental Information by Fund
______________________________________________________
Stable
Total Equity Fund Balanced Fund Bond Fund Asset Fund
_____ ___________ _____________ _________ __________
<S> <C> <C> <C> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividends $ 13,246,798 $ 764,612 $ 403,136 - -
Net appreciation (depreciation)
in fair value of investments (Note 5) 2,177,387 3,284,278 2,909,122 $ 210,554 $ 434,588
Interest and other income 6,954,635 353,806 914,950 639,579 5,376,989
___________ __________ __________ __________ __________
Total investment income 22,378,820 4,402,696 4,227,208 850,133 5,811,577
___________ __________ __________ __________ __________
Contributions: (Note 7)
Participant 29,173,133 8,803,873 4,213,158 1,171,820 6,797,893
Employer 16,525,564 - - - -
___________ __________ __________ __________ __________
Total Contributions 45,698,697 8,803,873 4,213,158 1,171,820 6,797,893
___________ __________ __________ __________ __________
Deposits from prior trustees 569,418 64,006 (11,347) - 8,214
Participant loan fees 33,710 - - - -
Participant loan repayments - 813,358 502,421 134,545 628,856
Interfund transfers - 117,289 (2,083,453) (389,106) 5,538,277
Other receipts 7,174 - - - -
___________ __________ __________ __________ __________
Total increases 68,687,819 14,201,222 6,847,987 1,767,392 18,784,817
___________ __________ __________ __________ __________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 50,842,736 7,114,238 6,622,822 2,063,310 14,443,911
Forfeitures (Note 4) 59,278 - - - 202
Interest and other expense on
Leveraged ESOP debt 3,122,951 - - - -
Administrative expenses 606,883 209,800 94,591 20,134 250,843
___________ __________ __________ __________ __________
Total decreases 54,631,848 7,324,038 6,717,413 2,083,444 14,694,956
___________ __________ __________ __________ __________
NET INCREASE (DECREASE) 14,055,971 6,877,184 130,574 (316,052) 4,089,861
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 334,943,020 55,800,631 32,890,707 8,912,953 76,207,329
___________ __________ __________ __________ __________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $348,998,991 $62,677,815 $33,021,281 $ 8,596,901 $80,297,190
___________ __________ __________ __________ __________
___________ __________ __________ __________ __________
</TABLE>
See notes to financial statements.
- 8 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1993
(Continued)
<CAPTION>
Supplemental Information by Fund
___________________________________________________________________
Pacific
PacifiCorp Telecom NERCO Participant ESOP
Stock Fund Stock Fund Stock Fund Loans Program
__________ __________ __________ ___________ _______
<S> <C> <C> <C> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividends $ 3,017,252 $ 324,801 - - $ 8,736,997
Net appreciation (depreciation)
in fair value of investments (Note 5) (878,646) 382,905 $ (30,637) - (4,134,777)
Interest and other income 51,473 7,943 3,823 $ 986 (394,914)
___________ __________ __________ __________ ___________
Total investment income (loss) 2,190,079 715,649 (26,814) 986 4,207,306
___________ __________ __________ __________ ___________
Contributions: (Note 7)
Participant 7,101,660 940,097 144,632 - -
Employer - - - - 16,525,564
___________ __________ __________ __________ ___________
Total Contributions 7,101,660 940,097 144,632 - 16,525,564
___________ __________ __________ __________ ___________
Deposits from prior trustees 340,109 - - - 168,436
Participant loan fees - - - 33,710 -
Participant loan repayments 920,560 104,618 16,334 (3,120,692) -
Interfund transfers (862,007) (62,446) (1,896,962) - (361,592)
Other receipts - - - - 7,174
___________ __________ __________ __________ ___________
Total increases 9,690,401 1,697,918 (1,762,810) (3,085,996) 20,546,888
___________ __________ __________ __________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 5,032,852 1,079,609 200,906 (3,371,144) 17,656,232
Forfeitures (Note 4) - - - - 59,076
Interest and other expense on
Leveraged ESOP debt - - - - 3,122,951
Administrative expenses - - - 31,515 -
___________ __________ __________ __________ ___________
Total decreases 5,032,852 1,079,609 200,906 (3,339,629) 20,838,259
___________ __________ __________ __________ ___________
NET INCREASE (DECREASE) 4,657,549 618,309 (1,963,716) 253,633 (291,371)
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 48,866,790 6,073,119 1,963,716 8,171,060 96,056,715
___________ __________ __________ __________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $ 53,524,339 $ 6,691,428 $ - $ 8,424,693 $ 95,765,344
___________ __________ __________ __________ ___________
___________ __________ __________ __________ ___________
</TABLE>
See notes to financial statements.
- 9 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1992
<CAPTION>
Supplemental Information by Fund
______________________________________________________
Stable
Total Equity Fund Balanced Fund Bond Fund Asset Fund
_____ ___________ _____________ _________ __________
<S> <C> <C> <C> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividends $ 15,781,026 $ 691,234 $ 396,332 - -
Net appreciation (depreciation)
in fair value of investments (Note 5) (44,116,667) 5,169,173 942,599 $ (81,951) $ 386,311
Interest and other income 7,563,284 223,825 1,090,180 677,882 5,390,445
___________ __________ __________ __________ __________
Total investment income (loss) (20,772,357) 6,084,232 2,429,111 595,931 5,776,756
___________ __________ __________ __________ __________
Contributions: (Note 7)
Participant 29,437,754 7,787,630 4,345,891 1,102,376 6,951,878
Employer 18,410,382 - - - -
___________ __________ __________ __________ __________
Total Contributions 47,848,136 7,787,630 4,345,891 1,102,376 6,951,878
___________ __________ __________ __________ __________
Deposits from prior trustees 4,816,629 748,750 1,299,502 355,819 1,085,742
Participant loan fees 38,234 - - - -
Participant loan repayments - 1,261,892 665,422 180,339 1,103,662
Interfund transfers - 940,646 (1,361,330) (143,463) 1,791,873
___________ __________ __________ __________ __________
Total increases 31,930,642 16,823,150 7,378,596 2,091,002 16,709,911
___________ __________ __________ __________ __________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 26,018,683 3,197,453 2,783,199 697,977 8,050,501
Forfeitures (Note 4) (35,149) - (15) (2) -
Interest and other expense on
Leveraged ESOP debt 3,993,095 - - - -
Administrative expenses 56,234 - - - 2,679
___________ __________ __________ __________ __________
Total decreases 30,032,863 3,197,453 2,783,184 697,975 8,053,180
___________ __________ __________ __________ __________
NET INCREASE (DECREASE) 1,897,779 13,625,697 4,595,412 1,393,027 8,656,731
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 333,045,241 42,174,934 28,295,295 7,519,926 67,550,598
___________ __________ __________ __________ __________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $334,943,020 $55,800,631 $32,890,707 $ 8,912,953 $76,207,329
___________ __________ __________ __________ __________
___________ __________ __________ __________ __________
</TABLE>
See notes to financial statements.
- 10 -
<PAGE>
<TABLE>
PacifiCorp
K Plus Employee Savings And Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
With Supplemental Information by Fund
December 31, 1992
(Continued)
<CAPTION>
Supplemental Information by Fund
___________________________________________________________________
Pacific
PacifiCorp Telecom NERCO Participant ESOP
Stock Fund Stock Fund Stock Fund Loans Program
__________ __________ __________ ___________ _______
<S> <C> <C> <C> <C> <C>
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividends $ 3,250,953 $ 283,477 $ 78,736 - $ 11,080,294
Net appreciation (depreciation)
in fair value of investments (Note 5) (11,210,550) (143,415) (360,938) - (38,817,896)
Interest and other income 64,300 7,951 1,448 $ 1,528 105,725
___________ __________ __________ __________ ___________
Total investment income (loss) (7,895,297) 148,013 (280,754) 1,528 (27,631,877)
___________ __________ __________ __________ ___________
Contributions: (Note 7)
Participant 7,537,827 1,148,745 563,407 - -
Employer - - - - 18,410,382
___________ __________ __________ __________ ___________
Total Contributions 7,537,827 1,148,745 563,407 - 18,410,382
___________ __________ __________ __________ ___________
Deposits from prior trustees 1,234,928 27,550 12,487 - 51,851
Participant loan fees - - - 38,234 -
Participant loan repayments 1,589,436 155,247 70,306 (5,026,304) -
Interfund transfers (1,145,478) (237,209) 162,043 (271) (6,811)
___________ __________ __________ __________ ___________
Total increases 1,321,416 1,242,346 527,489 (4,986,813) (9,176,455)
___________ __________ __________ __________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 3,267,770 330,253 137,903 (6,352,843) 13,906,470
Forfeitures (Note 4) - - - - (35,132)
Interest and other expense on
Leveraged ESOP debt - - - - 3,993,095
Administrative expenses - - - 53,555 -
___________ __________ __________ __________ ___________
Total decreases 3,267,770 330,253 137,903 (6,299,288) 17,864,433
___________ __________ __________ __________ ___________
NET INCREASE (DECREASE) (1,946,354) 912,093 389,586 1,312,475 (27,040,888)
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 50,813,144 5,161,026 1,574,130 6,858,585 123,097,603
___________ __________ __________ __________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $ 48,866,790 $ 6,073,119 $ 1,963,716 $ 8,171,060 $ 96,056,715
___________ __________ __________ __________ ___________
___________ __________ __________ __________ ___________
</TABLE>
See notes to financial statements.
- 11 -
<PAGE>
PacifiCorp
K Plus Employee Savings and Stock Ownership Plan
Notes to Financial Statements
For The Years Ended December 31, 1993 and 1992
1. PLAN DESCRIPTION
General
_______
Effective January 1, 1988, PacifiCorp ("Company") and most of its
subsidiaries ("Employers") adopted the Plan, which is a tax-qualified defined
contribution plan. The Plan is composed of two separate plans: 1) the
Savings Plan Program and 2) the ESOP Program. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan was adopted as a successor to and consolidation of prior
employee savings plans ("Prior Savings Plans") and prior employee stock
ownership plans ("Prior ESOPs"). The assets and liabilities of each of the
Prior Savings Plans have been transferred to the Plan and continue as a part
of the Savings Plan Program. The assets and liabilities of each of the Prior
ESOPs have been transferred to the Plan and continue as part of the ESOP
Program. Tax credit contributions under the Prior ESOPs have been fully
allocated to participants' accounts and are nonforfeitable.
Eligibility
___________
Qualified employees of the Employers (excluding certain casual employees,
and employees covered by a collective bargaining agreement that does not
provide for participation in the Plan) become eligible to participate after
completing one year of service as defined in the Plan.
Funding
_______
Eligible employees may elect to have a portion of their compensation
contributed to the Plan ("Pre-Tax Contributions"). Different percentages can
apply to separate Employers, but in no event will the percentage be more than
16 percent of compensation.
Each Employer makes a matching contribution each year for each of its
employees participating in Pre-Tax Contributions ("Matching Contribution").
The Matching Contribution is a percentage of the participant's Pre-Tax
Contribution for the year, up to 6 percent of the participant's compensation
for the year. The Matching Contribution is 50 percent or a percentage fixed
in the Employer's adoption statement or by resolution of the Board of
Directors of the Employer and announced to participants, or pursuant to a
collective bargaining agreement.
Each Employer also makes a fixed contribution each year for each of its
eligible employees ("Fixed Contribution"), regardless of whether the employees
elect to participate in Pre-Tax and Matching Contributions. The Fixed
Contribution is 2 percent of compensation, a percentage fixed in the
Employer's adoption statement, or by resolution of the Board of Directors of
- 12 -
<PAGE>
the Employer and announced to participants, or pursuant to a collective
bargaining agreement.
The Company may direct the Employers to make supplemental contributions
("Supplemental Contributions") to the Plan with respect to ESOP Loans (see
Note 6), to the extent necessary to supplement dividends on Company stock held
in a Leveraged ESOP unallocated account when the dividends are less than the
interest on the loans.
Vesting
_______
Pre-tax Contributions, Fixed Contributions, Prior ESOPs and Prior Savings
Plans balances (other than balances attributable to Matching Contributions)
are fully vested at all times.
Matching Contributions vest in a graduated percentage based on years of
service, with full vesting on completion of five years of service.
Participant Accounts
____________________
Each participant account is credited with contributions and an allocation
of the Plan's earnings. Contributions are credited based on the participant's
election and earnings are allocated based on participant account balances.
Distributions and Withdrawals
_____________________________
Benefits are payable at retirement or other termination. Pre-tax
Contributions may be withdrawn due to financial hardship, subject to approval
by the Administrative Committee.
Termination
___________
The Company may wholly or partially terminate the Plan or direct the
discontinuance of contributions at any time. In the event of any total or
partial termination or discontinuance, the accounts of all affected
participants shall fully vest and be nonforfeitable.
Additional Plan description information is disclosed in the Summary Plan
Description, which is published and made available to all participants of the
Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investment Valuation
____________________
The investments in PacifiCorp, Pacific Telecom, Inc., and NERCO, Inc.
common stock are stated at fair value based on published market quotations at
year end. The per share market values at December 31, 1993 and 1992 were:
1993 1992
______ ______
PacifiCorp common stock $19.250 $19.750
NERCO, Inc. common stock (Note 9) NA $12.375
Pacific Telecom, Inc. common stock 26.000 $24.500
- 13 -
<PAGE>
Equity Fund and Balanced Fund investments are stated at fair value based on
the market value of securities held by the funds at year end. The investment
in the Bond Fund is stated at fair value based on the number of units held of
the Wells Fargo U.S. Debt Index Fund. The unit value is adjusted to reflect
interest on fixed income securities which is accrued semi-monthly. The
guaranteed investment contracts in the Stable Asset Fund are stated at cost
plus interest reinvested in the fund.
Investment Transactions and Investment Income
_____________________________________________
Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Interest income is recorded as earned.
Dividend income is recorded on the ex-dividend date. Changes in fair value of
investments during the year are shown as net appreciation or depreciation in
fair value of investments in the Statement of Changes in Net Assets Available
For Benefits.
Federal Income Taxes
____________________
The PacifiCorp K Plus Employee Savings and Stock Ownership Plan (the
"Plan") is a tax-qualified retirement plan in accordance with Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and related
provisions. The Plan includes elective contribution provisions designed to
qualify under Code Section 401(k) and related provisions, and employee stock
ownership plan provisions designed to qualify under Code Sections 409,
4975(e)(7) and related provisions, together with corresponding and
supplementary provisions of ERISA. PacifiCorp has received a determination
letter in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Internal
Revenue Code. The Plan has been amended since receiving the determination
letter. However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements. Employer contributions under the
Plan are deductible in accordance with the conditions and limitations of
Section 404 of the Code. Participants in a qualified plan are not subject to
income taxes on Company contributions or income allocated to their accounts
until a distribution is made from the plan. Distributions of Plan assets in
excess of employee after-tax contributions are taxable to the participants.
Benefits Payable
________________
In 1993 the Plan changed its method of accounting for benefits payable to
comply with recent accounting guidelines. The new guidance requires that
benefits payable to persons who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial statements
rather than be recorded as a liability of the Plan. As of December 31, 1993,
net assets available for benefits included benefits of $2,719,284 due to
participants who have withdrawn from participation in the Plan.
Expenses
________
The Plan provides that participating employers may pay administrative
costs and expenses of the Plan; those costs not paid by participating
employers are paid from Plan assets. Prior to January 1, 1993, fees paid to
- 14 -
<PAGE>
the Plan's money managers were paid by participating employers. Subsequent to
that date, these fees are being paid by the Plan.
Loans to Participants
_____________________
Amounts borrowed by participants are included in Participant Loans and
increase the balance of the Participant Loans Fund.
3. INVESTMENT PROGRAMS
Plan assets are held by the Trustee in two categories of funds: 1) ESOP
Program funds, which hold the Employer securities transferred from the Prior
ESOPs and any dividends received on them, Matching Contributions (other than
Matching Contributions for Pacific Power & Light Company employees covered by
certain collective bargaining agreements), Fixed Contributions, Supplemental
Contributions, the proceeds of one or more ESOP loans, leveraged Company stock
purchased with such proceeds and any dividends and other earnings attributable
to the ESOP loan proceeds and leveraged Company stock; and 2) Savings Plan
Program funds, which hold Pre-Tax Contributions, Matching Contributions for
Pacific Power & Light Company employees covered by certain collective
bargaining agreements, and assets attributable to Prior Savings Plans.
Savings Plan Program funds are held as directed by participants among the
following investment funds established under the Plan:
A. An Equity Fund consisting primarily of equity investments
and cash equivalents.
B. A Balanced Fund consisting primarily of equity investments
and fixed income and debt instruments.
C. A Bond Fund consisting primarily of units of the Wells
Fargo U.S. Debt Index Fund.
D. A Stable Asset Fund consisting primarily of guaranteed
investment contracts.
E. A PacifiCorp Stock Fund consisting primarily of common
stock of PacifiCorp.
F. A Pacific Telecom Stock Fund consisting primarily of
common stock of Pacific Telecom, Inc.
G. A NERCO Stock Fund consisting primarily of common stock of
NERCO (see Note 9).
H. A Participant Loans Fund consisting of promissory notes
resulting from loans to participants. Each participant's interest
in this fund will be accounted for separately.
4. FORFEITURES
Forfeitures in the Plan relate to the unvested portion of Matching
Contributions attributable to participants who terminate employment. Amounts
forfeited by terminating participants may be restored to the participant if
the participant returns to work within a time period specified by the Plan.
- 15 -
<PAGE>
Forfeitures not restored to participants will be applied first to restore
prior forfeitures and then to pay Plan expenses. Any remaining forfeitures
are reallocated to participants as additional Fixed Contributions, except for
forfeitures under the Savings Plan Program, which are used to offset Employer
contributions under the Savings Plan Program.
5. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
For the years ended December 31, 1993 and 1992, the Plan's investments
appreciated (depreciated) in fair value as follows:
1993 1992
______ ______
PacifiCorp common stock $(4,962,103) $(49,811,355)
NERCO, Inc. common stock (30,637) (360,938)
Pacific Telecom, Inc. common stock 331,585 (360,506)
Other common stock and corporate bonds 6,038,492 5,785,065
United States government obligations 365,462 244,756
Guaranteed investment contracts 434,588 386,311
__________ ___________
$ 2,177,387 $(44,116,667)
__________ ___________
__________ ___________
6. ESOP LOANS
The Plan provides that, if authorized in writing by the Committee, the
Trustee may borrow money to purchase shares of Company stock in the open
market on behalf of the Plan.
ESOP Loans, and Company stock acquired with the proceeds of ESOP Loans,
are held in an "ESOP Unallocated Account." The ESOP Loans are guaranteed by
PacifiCorp Holdings, Inc. (a wholly-owned subsidiary of PacifiCorp) and
PacifiCorp ($25,397,390 and $16,736,349 at December 31, 1993, respectively;
$30,097,390 and $27,286,349 at December 31, 1992, respectively), and the
Company stock held in the ESOP Unallocated Account is pledged as security for
the ESOP Loans. As the ESOP Loans are repaid, the Company stock in the ESOP
Unallocated Account is released from encumbrance and allocated to the accounts
of participants. Sources of funds for payment of principal and interest on
ESOP Loans include matching and fixed contributions. Dividends on Company
stock held in the ESOP Unallocated Account may also be used to pay principal
on the ESOP Loans to the extent they exceed interest on the loans. If
dividends on Company stock held in the ESOP Unallocated Account are not
sufficient to pay interest on the ESOP Loans, the Company will make additional
contributions to pay the balance of the unpaid interest. No Pre-Tax
Contribution, Prior Savings Plan balances or Prior ESOP balances may be used
to make payments on ESOP Loans. The related credit agreements provide for
interest based on interbank borrowing rates, certificate of deposit rates, or
prime rates. The Plan has entered into certain interest rate swap agreements
with commercial banks having a total notional principal amount of $24 million
that are guaranteed by the Company and PacifiCorp Holdings, Inc. These
arrangements change the interest rate exposure on the variable rate debt to an
effective rate of approximately 6.7 percent at December 31, 1993.
Allocations of Company stock from the ESOP Unallocated Account will be
made, based on units corresponding with the Trustee's cost for the stock, in
accordance with the following procedures:
- 16 -
<PAGE>
A. Unless the Administrative Committee directs otherwise,
Company stock will be released from encumbrance for allocation from
the ESOP Unallocated Account as principal payments are made on the
ESOP Loan. If no principal payments are made in a year, no Company
stock will be released for the year.
B. Allocations will be made first to ESOP Program matching
contribution accounts in accordance with Matching Contributions
designated for repayment of ESOP Loans during the year.
C. After allocation under B, an allocation of any remaining
amount will be made to ESOP Program fixed contribution accounts in
accordance with Fixed Contributions designated for repayment of ESOP
Loans during the year.
Investments released from encumbrance during the years ended
December 31, 1993 and 1992 were $12,836,591 and $13,441,494,
respectively. Remaining investments pledged as security for ESOP
loans at December 31, 1993 and 1992 were $36,984,775 and
$51,631,477, respectively.
Annual principal payments, payable in quarterly installments, on the
ESOP Loans are as follows: 1994, $11,100,000; 1995, $10,761,349;
1996, $6,675,000; 1997, $4,400,000; 1998, $4,600,000; and 1999,
$4,597,390.
7. CONTRIBUTIONS
Contributions to the Plan by participants and employers were as follows:
Employers Participants Total
_________ ____________ _____
During the year ended December 31, 1993
PacifiCorp $12,444,073 $22,289,164 $34,733,237
NERCO, Inc. 864,989 1,374,369 2,239,358
Pacific Telecom, Inc. 2,872,110 4,967,322 7,839,432
PacifiCorp Financial Services 344,392 542,278 886,670
__________ __________ __________
$16,525,564 $29,173,133 $45,698,697
__________ __________ __________
__________ __________ __________
During the year ended December 31, 1992
PacifiCorp $11,792,567 $19,489,264 $31,281,831
NERCO, Inc. 3,072,231 4,491,125 7,563,356
Pacific Telecom, Inc. 2,963,151 4,706,588 7,669,739
PacifiCorp Financial Services 582,433 750,777 1,333,210
__________ __________ __________
$18,410,382 $29,437,754 $47,848,136
__________ __________ __________
__________ __________ __________
- 17 -
<PAGE>
8. RELATED-PARTY TRANSACTIONS
Transactions of the Plan in the stock of PacifiCorp, NERCO and Pacific
Telecom were as follows:
<TABLE>
<CAPTION>
PacifiCorp NERCO Pacific Telecom
_________________________ ________________________ ________________________
Number Number Number
Of Shares Cost Of Shares Cost Of Shares Cost
_________ ____________ _________ ___________ _________ ___________
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1991 9,035,623 $172,121,793 115,506 $ 2,087,324 454,705 $ 8,300,348
Purchases 988,753 21,787,124 61,972 832,955 51,991 1,266,563
Sales (9,004) (168,906) (16,578) (299,496) (561) (13,726)
Distributed to participants (354,434) (6,218,445) (7,403) (129,561) (49,578) (784,683)
_________ ___________ _______ __________ _______ _________
Balance December 31, 1992 9,660,938 187,521,566 153,497 2,491,222 456,557 8,768,502
Purchases 484,501 9,041,445 15,770 187,838 32,870 796,161
Sales (149,280) (2,754,215) (158,642) (2,510,114) (1,859) (25,967)
Distributed to participants (604,743) (11,200,859) (10,625) (168,946) (60,926) (1,173,319)
_________ ___________ _______ __________ _______ _________
Balance December 31, 1993 9,391,416 $182,607,937 - $ - 426,642 $ 8,365,377
_________ ___________ _______ __________ _______ _________
_________ ___________ _______ __________ _______ _________
</TABLE>
9. SALE OF NERCO, INC.
On February 18, 1993, the Company announced an agreement to sell, by
means of a merger, its 82%-owned mining and resource development business,
NERCO, Inc. ("NERCO"), to Kennecott Corporation for cash consideration of $12
per NERCO share. On June 2, 1993, the Company completed the sale.
The NERCO Stock Fund was eliminated from the Plan at the time of the
merger, and participant account balances in the NERCO Stock Fund were
converted to cash at $12 per NERCO share. The resulting cash balances were
then transferred to the Stable Asset Fund, from which amounts related to
terminated NERCO employees were distributed as appropriate.
- 18 -
<PAGE>
<TABLE>
PacifiCorp K Plus
Employee Savings and Stock Ownership Plan
Item 27a - Assets Held for Investment Purposes
December 31, 1993
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
COMMON STOCK
PacifiCorp Common Stock 9,391,416 $182,607,937 $180,784,758
___________ ___________
___________ ___________
Pacific Telecom Common Stock 426,642 $ 8,365,377 $ 11,092,692
___________ ___________
___________ ___________
Other Common Stock
Aerospace - Defense
General Motors Corporation 12,000 451,128 468,000
Rockwell International Corporation 20,000 727,128 742,500
__________ __________
Total Aerospace - Defense 1,178,256 1,210,500
__________ __________
Automobiles, Auto Parts
Chrysler Corporation 21,000 912,953 1,118,250
General Motors Corporation 32,800 1,443,499 1,799,900
__________ __________
Total Automobiles, Auto Parts 2,356,452 2,918,150
__________ __________
Banking and Finance
Banc One Corporation 32,500 1,171,928 1,271,563
Chemical Banking Corporation 10,500 428,834 421,312
Citicorp 18,000 668,070 663,750
Crown American Realty 14,500 250,125 217,500
Dean Witter Discover & Company 5,142 190,742 178,042
Federal National Mortgage Association 17,000 559,762 1,334,500
First Interstate Bancorp 4,500 175,295 288,563
Mellon Bank Corporation 5,500 250,557 291,500
Merrill Lynch & Company Inc. 16,000 615,535 672,000
Nationsbank Corporation 22,000 1,045,887 1,078,000
Oasis Residential Inc. 6,300 137,025 156,712
PNC Bank Corporation 8,800 200,540 255,200
Primerica Corporation 10,800 454,389 419,850
Charles Schwab Corporation 14,000 447,608 453,250
Shawmut National Corporation 9,200 185,867 200,100
Vesta Insurance Group Inc. 7,700 192,500 192,500
Wells Fargo & Company 11,000 1,091,340 1,423,125
__________ __________
Total Banking and Finance 8,066,004 9,517,467
__________ __________
</TABLE>
- 19 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Beverages
Pepsico Inc. 37,700 $ 1,249,572 $ 1,540,988
__________ __________
Chemical and Synthetic Fibers
Cooper Tire & Rubber Company 9,300 214,344 232,500
Goodyear Tire and Rubber Company 34,000 1,102,865 1,555,500
Hercules Inc. 12,600 939,830 1,430,100
__________ __________
Total Chemical and Synthetic Fibers 2,257,039 3,218,100
__________ __________
Electrical-Electronics
Intel Corporation 7,200 220,506 446,400
International Business Machines 7,600 414,137 429,400
Novell Inc. 13,300 279,034 275,975
Sun Microsystems Inc. 10,000 277,191 291,250
Westinghouse Electric Corporation 22,000 344,778 310,750
Xerox Corporation 6,200 486,035 554,125
__________ __________
Total Electrical-Electronics 2,021,681 2,307,900
__________ __________
Food, Soap and Tobacco
Gillette Company 16,000 661,667 954,000
McDonalds Corporation 28,800 899,623 1,641,600
Philip Morris Companies Inc. 9,000 316,873 500,625
Procter & Gamble Company 12,000 701,808 684,000
__________ __________
Total Food, Soap and Tobacco 2,579,971 3,780,225
__________ __________
Health Care and Cosmetics
Abbott Laboratories 45,000 1,346,982 1,333,125
Columbia Healthcare Corporation 44,600 1,321,369 1,477,375
HCA Hospital Corporation 9,000 185,040 308,250
Johnson & Johnson 25,000 973,201 1,121,875
Pfizer Inc. 4,800 287,454 331,200
Schering Plough Corporation 3,700 228,604 253,450
US Healthcare Inc. 3,300 134,768 190,163
Warner Lambert Company 4,300 316,281 290,250
__________ __________
Total Health Care and Cosmetics 4,793,699 5,305,688
__________ __________
</TABLE>
- 20 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Insurance
American International Group Inc. 12,000 $ 703,107 $ 1,053,000
Capital Holding Corporation 37,900 1,448,662 1,407,037
Chubb Corporation 10,000 904,851 778,750
General RE Corporation 9,000 649,926 963,000
Torchmark Corporation 19,000 756,926 855,000
__________ __________
Total Insurance 4,463,472 5,056,787
__________ __________
Leisure and Entertainment
Blockbuster Entertainment Corporation 40,000 574,440 1,225,000
Caesars World Inc. 22,500 783,524 1,200,938
Capital Cities ABC Inc. 550 284,475 340,725
King World Productions Inc. 21,000 550,501 805,875
Mattel Inc. 45,000 691,093 1,243,125
Musicland Stores Corporation 18,000 333,000 373,500
Tele Communications Inc. 44,800 1,146,664 1,355,200
__________ __________
Total Leisure and Entertainment 4,363,697 6,544,363
__________ __________
Machinery-Equipment
Varity Corporation 22,000 839,986 984,500
__________ __________
Metals-Mining
USX US Steel Group Inc. 12,200 450,995 527,650
__________ __________
Office Equipment
Kelly Services Inc. 6,250 159,115 173,437
__________ __________
Oil and Gas
Amerada Hess Corporation 18,000 963,162 812,250
Kerr McGee Corporation 6,200 258,893 280,550
Noble Affiliates Inc. 6,800 200,931 180,200
Tenneco Inc. 22,500 1,046,250 1,184,063
Tosco Corporation 20,000 620,616 582,500
Union Texas Petroleum Holdings 7,600 143,037 154,850
__________ __________
Total Oil and Gas 3,232,889 3,194,413
__________ __________
</TABLE>
- 21 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Oil Support Services
Dresser Industries Inc. 6,200 $ 136,819 $ 128,650
__________ __________
Paper and Forest Products
Champion International Corporation 9,800 294,015 327,075
Georgia Pacific Corporation 2,700 194,924 185,625
__________ __________
Total Paper and Forest Products 488,939 512,700
__________ __________
Photographic and Related
Eastman Kodak Company 11,900 556,770 669,375
__________ __________
Printing and Publishing
Dow Jones & Company Inc. 40,000 1,238,317 1,430,000
__________ __________
Retail Trade
Charming Shoppes Inc. 24,200 317,683 287,375
Limited Inc. 14,700 325,984 249,900
Fred Meyer Inc. 6,000 161,410 216,000
Nordstrom Inc. 8,000 238,238 264,000
J C Penney Company 5,400 210,652 284,175
Price/Costco Inc. 50,000 844,378 962,500
Sears Roebuck & Company 11,800 498,655 623,925
__________ __________
Total Retail Trade 2,597,000 2,887,875
__________ __________
Transportation - Air
AMR Corporation 5,900 378,394 395,300
__________ __________
Transportation Excluding Air
Conrail Inc. 16,000 840,749 1,070,000
Southern Pacific Rail Corporation 22,000 429,198 434,500
__________ __________
Total Transportation Excluding Air 1,269,947 1,504,500
__________ __________
</TABLE>
- 22 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Other Common Stock (continued)
Utilities
Pacific Telesis Group 6,900 $ 383,612 $ 374,325
Southwestern Bell Corporation 5,000 139,907 207,500
Telefonos De Mexico SA 29,500 1,105,475 1,991,250
__________ __________
Total Utilities 1,628,994 2,573,075
__________ __________
Conglomerates - Miscellaneous
Allied Signal Inc. 18,700 1,049,762 1,477,300
Burlington Industries Inc. 11,500 161,775 178,250
First Data Corporation 18,000 439,845 733,500
Foamex International Inc. 30,000 450,000 510,000
Irvine Apartment Communities Inc. 8,800 154,000 157,300
ITT Corporation 4,200 303,042 383,250
Newell Companies Inc. 22,500 863,138 908,438
Philips NV 14,400 281,637 297,000
Praxair Inc. 11,300 177,728 187,862
__________ __________
Total Conglomerates - Miscellaneous 3,880,927 4,832,900
__________ __________
Wells Fargo Bank S&P 500 Index Fund 139,578 13,826,361 14,371,638
__________ __________
International Stock
Deutsche Bank AG ADR 550 237,565 280,775
Nestle SA ADR 13,000 496,022 561,571
Royal Dutch Petroleum Company 13,300 1,023,698 1,388,188
Total SA ADR 10,642 232,785 288,664
Volkswagen AG ADR 5,000 201,734 253,378
Emerging Markets Infrastructure FD 30,000 426,900 480,000
__________ __________
Total International 2,618,704 3,252,576
__________ __________
Total Other Common Stock 66,634,000 78,838,757
__________ __________
__________ __________
</TABLE>
- 23 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
U.S. GOVERNMENT OBLIGATIONS
United States of America Treasury 730,000 $ 769,952 $ 774,253
Notes
6.75% due 02-28-1997
United States of America Treasury 750,000 740,508 768,045
Notes
5.5% due 07-31-1997
United States of America Treasury 750,000 791,484 775,080
Notes
6.25% due 02-15-2003
United States of America Treasury 225,000 231,820 226,827
Notes
5.5% due 04-15-2000
United States of America Treasury 850,000 855,484 848,674
Notes
4.375% due 08-15-1996
United States of America Treasury 200,000 206,375 199,312
Notes
5.75% due 08-15-2003
United States of America Treasury 700,000 700,875 700,000
Notes
4.25% due 12-31-1995
United States of America Treasury 175,000 175,511 191,597
Notes
8% due 01-15-1997
Federal Home Loan Mortgage 477,461 480,571 480,889
5.5% due 07-01-1998
Federal Home Loan Mortgage 632,656 630,481 628,303
6% due 08-01-2008
Government Trust Certificate 331,797 329,383 344,110
8.875% due 05-15-1995 __________ __________
Total U.S. Government Bonds 5,912,444 5,937,090
and Obligations __________ __________
__________ __________
</TABLE>
- 24 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Corporate Bonds
Bridgestone Firestone Master Trust 500,000 $ 497,734 $ 515,645
6.25% due 12-01-1999
CTS Home Equity Loan Trust 161,017 160,313 170,527
8.8% due 01-15-2006
Chase Mortgage Finance Corporation 425,000 434,629 430,865
7% due 06-25-2024
Dean Witter Discover & Company 300,000 307,197 304,353
6% due 03-01-1998
Fiscal Home Equity Loan Trust 31,650 31,515 32,244
8.9% due 11-15-1997
GE Capital Mortgage Services Inc. 456,274 467,110 467,110
7.2% due 09-15-2011
Pacific College Mortgage Trust 161,231 151,054 165,613
7.75% due 05-01-2017
Prudential Home Mortgage Securities 451,857 453,693 466,398
7.5% due 12-25-2021
Resolution Trust Corporation 390,929 390,147 390,929
7.75% due 12-25-2018
Resolution Trust Corporation 294,995 283,146 294,995
7.057% due 10-25-2021
Resolution Trust Corporation 385,316 385,436 404,459
8.8% due 08-25-2023
Resolution Trust Corporation 323,631 309,978 308,129
7.173% due 12-25-2029
Rhone Poulenc SA 375,000 389,895 406,620
7.75% due 01-15-2002
SPNB Home Equity Loan 86,277 86,034 87,571
7.85% due 05-15-1998
</TABLE>
- 25 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Corporate Bonds (continued)
Tandy Master Trust 500,000 $ 496,406 $ 525,465
8.25% due 04-15-1999
US Home Equity Loan 120,106 119,806 124,160
8.5% due 04-15-2021
Wells Fargo Bank U.S. Debt Index Fund 430,220 7,678,699 8,151,867
International Bonds
Italy Republic Debentures 200,000 197,450 188,146
6.875% due 09-27-2023
Dart & Kraft Financial NV 225,000 242,258 241,032
7.75% due 11-30-1998
Korea Electric Power Corporation 250,000 246,378 242,832
6.375% due 12-01-2003
Ontario Province Canada 200,000 214,080 212,584
7.375% due 01-27-2003 __________ __________
Total Corporate Bonds 13,542,958 14,131,544
__________ __________
__________ __________
</TABLE>
- 26 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
<CAPTION>
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Guaranteed Investment Contracts
Capital Guaranteed Investment Contract Fund $ 3,687,127 $ 6,534,332
Commonwealth Life 1,305,616 1,305,616
Crown Life 816,962 816,962
Northwestern National Life 1,508,605 1,508,605
Manufacturers Life 1,578,879 1,578,879
Northwestern National Life 926,400 926,400
Penn Mutual Life 1,018,652 1,018,652
Nationwide Life 1,259,539 1,259,539
Minnesota Mutual Life 1,201,530 1,201,530
Minnesota Mutual Life 981,306 981,306
Minnesota Mutual Life 1,300,846 1,300,846
Penn Mutual Life 1,399,767 1,399,767
Lincoln National Life 840,437 840,437
Sun Life 709,146 709,146
Manufacturers Life 1,516,029 1,516,029
Lincoln National Life 1,711,400 1,711,400
Safeco Life 1,130,488 1,130,488
Confederation Life 1,145,254 1,145,254
Sun Life 2,592,342 2,592,342
Lincoln National Life 2,459,699 2,459,699
Nationwide Insurance 1,675,540 1,675,540
Confederation Life 1,083,815 1,083,815
Allstate 1,280,318 1,280,318
Protective Life 2,637,725 2,637,725
Transamerica 1,277,243 1,277,243
Safeco Life 556,227 556,227
Safeco Life 556,464 556,464
Safeco Life 821,406 821,406
Safeco Life 821,406 821,406
Safeco Life 1,313,244 1,313,244
Sun Life 1,096,584 1,096,584
Travelers Life 2,915,384 2,915,384
Protective Life 2,167,780 2,167,780
Nationwide Insurance 1,071,272 1,071,272
Nationwide Insurance 1,080,957 1,080,957
Allstate 1,079,963 1,079,963
Prudential Life 2,687,997 2,687,997
Life of Virginia 2,130,087 2,130,087
Lincoln National Life 1,598,107 1,598,107
Business Men's Company 1,061,529 1,061,529
Business Men's Company 1,054,145 1,054,145
Sun Life 1,046,894 1,046,894
Principal Mutual 1,040,947 1,040,947
Prudential Life 1,036,335 1,036,335
</TABLE>
- 27 -
<PAGE>
<TABLE>
PacifiCorp K Plus
December 31, 1993
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
<S> <C> <C> <C>
Guaranteed Investment Contracts (continued)
Business Men's Company $ 1,032,114 $ 1,032,114
Life of Virginia 1,540,847 1,540,847
Business Men's Company 1,541,198 1,541,198
New York Life 2,558,870 2,558,870
New York Life 3,527,160 3,527,160
Hartford Life 3,027,605 3,027,605
Capital Trust Company Trust Funds Prime Obligation 15 15
___________ ___________
Total Guaranteed Investment Contracts $ 75,409,202 $ 78,256,407
___________ ___________
___________ ___________
Participant Loans
(Interest rates ranging from 6.5-12.5%
Maturities ranging from 1994 to 2008) $ 8,586,434 $ 8,586,434
___________ ___________
___________ ___________
Temporary Cash Investments
Harris Bank Collective Investment Fund
Master Trust Reserve Fund .0308% $ 11,166,791 $ 11,166,791
___________ ___________
___________ ___________
Total Investments $372,225,143 $388,794,473
___________ ___________
___________ ___________
</TABLE>
- 28 -
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
________
1934, the K Plus Employee Savings and Stock Ownership Administrative
Committee, which administers the Plan, has duly caused this annual report
to be signed on its behalf by the undersigned hereunder duly authorized.
PACIFICORP K PLUS EMPLOYEE
SAVINGS AND STOCK OWNERSHIP
PLAN
/s/MICHAEL J. PITTMAN
Michael J. Pittman, Committee Member
June 1, 1994
- 29 -
