<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PACIFICORP
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
March 31, 1995
To Our Shareholders:
Our annual meeting of shareholders will be held this year in Salt Lake City,
Utah, and you are cordially invited to attend.
Date: Wednesday, May 10, 1995
Time: 1:30 p.m.
Place: Symphony Hall
123 West South Temple
Salt Lake City, Utah
The official business portion of the meeting will cover the items described
in the notice of the annual meeting and the proxy statement which are attached.
Management will also report on operations and other matters affecting the
Company, followed by a question and answer session. After the meeting, officers
and directors will be available to visit with shareholders.
Should you have any questions about any of the matters to be considered at
the meeting, we would be happy to hear from you.
Sincerely,
[SIGNATURE]
President and Chief Executive
Officer
[SIGNATURE]
Chairman
P.S. A significant number of our shareholders own less than 100 shares each.
Regardless of the number of shares you own, your vote is important. The
prompt return of your proxy will save follow-up expenses and assure proper
representation at the meeting.
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of PACIFICORP:
The 1995 Annual Meeting of Shareholders of PacifiCorp will be held at the
Symphony Hall, 123 West South Temple, Salt Lake City, Utah on Wednesday, May
10, 1995, at 1:30 p.m. Mountain Daylight Time, for the following purposes:
1. to elect four Class II directors, each to serve for a term of three
years, and one Class III director to serve for a term of one year, and
until their successors are duly elected and qualified;
2. to act on the proposed ratification of the appointment of Deloitte &
Touche LLP to serve as independent auditor of the Company for the year
1995; and
3. to transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 17, 1995 will
be entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. The meeting is subject to adjournment from time to time as the
shareholders present in person or by proxy may determine.
All shareholders who find it convenient to do so are cordially invited to
attend the meeting in person.
Whether or not you plan to attend, please sign, date and return the
accompanying form of proxy in the enclosed postage paid return envelope. We
shall appreciate your giving this matter your prompt attention.
By Order of the Board of Directors
Sally A. Nofziger
Vice President and Corporate
Secretary
Portland, Oregon
March 31, 1995
<PAGE>
[LOGO OF PACIFICORP APPEARS HERE]
700 N.E. MULTNOMAH
PORTLAND, OREGON 97232
PROXY STATEMENT
A proxy in the accompanying form is solicited by the Board of Directors of
PacifiCorp, an Oregon corporation (Company), for use at the meeting of
shareholders to be held at the Symphony Hall, 123 West South Temple, Salt Lake
City, Utah, on Wednesday, May 10, 1995, at 1:30 p.m. Mountain Daylight Time,
and at any adjournment or adjournments thereof. The approximate date this proxy
statement and accompanying proxy card are first being sent to shareholders is
March 31, 1995.
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be
revoked by filing with the Corporate Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date. The proxy may also be
revoked by electing to vote in person while in attendance at the meeting in
Salt Lake City. However, a shareholder who attends the meeting need not revoke
the proxy and vote in person, unless so desired.
The shares represented by each proxy will be voted in accordance with the
instructions specified in the proxy, if given. If a signed proxy is returned
without instructions, it will be voted for the directors, for approval of
Deloitte & Touche LLP as auditor and in accordance with this proxy statement on
any other business that may properly come before the meeting. Directors are
elected by a plurality of the votes cast by holders of the shares entitled to
vote at the Annual Meeting if a quorum is present. Abstentions and broker non-
votes are counted for purposes of determining whether a quorum exists at the
Annual Meeting, but are not counted for any purpose in determining whether a
proposal is approved and have no effect on the determination of whether a
plurality exists with respect to a given nominee.
The Company's outstanding voting securities at March 17, 1995 consisted of
284,260,821 shares of Common Stock, 126,533 shares of 5% Preferred Stock,
657,943 shares of Serial Preferred Stock, 440,000 shares of $7.12 No Par Serial
Preferred Stock, 1,000,000 shares of $7.70 No Par Serial Preferred Stock and
750,000 shares of $7.48 No Par Serial Preferred Stock, each of which is
entitled to one vote on all matters to be presented at the meeting, and
5,000,000 shares of the $1.98 No Par Serial Preferred Stock, Series 1992, and
666,210 shares of the $2.13 Series of No Par Serial Preferred Stock, each of
which is entitled to one-quarter of one vote on all matters to be presented at
the meeting. Only shareholders of record at the close of business on March 17,
1995 will be entitled to notice of and to vote at the meeting and any
adjournment thereof. See "Security Ownership of Certain Beneficial Owners and
Management" for information concerning beneficial ownership of the Company's
stock.
1. ELECTION OF DIRECTORS
The persons named in the proxy will vote your stock for the election of four
directors to serve in Class II of the Company's Board of Directors for terms
expiring at the 1998 Annual Meeting and one director to serve in Class III for
a term expiring at the 1996 Annual Meeting, and until their successors shall be
duly elected and qualified. If any of the nominees becomes unavailable for
election for any reason (none currently being known), the proxy holders will
have discretionary authority to vote pursuant to the proxy for a suitable
substitute or substitutes. Each nominee for director to serve in Class II is
now serving on the Board. There are no family relationships among the directors
and executive officers of the Company.
<PAGE>
The Board of Directors is divided into three classes: Class I, Class II and
Class III, each class as nearly equal in number as possible. The directors in
each class hold office for three-year terms. Four of the current Class II
directors, whose present terms expire in 1995, are being proposed for election
for new three-year terms (expiring in 1998) at this Annual Meeting. A. M.
Gleason, Vice Chairman of the Board and a current member of Class II, has
advised the Board that he does not choose to stand for reelection because he is
retiring as an employee on May 1, 1995 and believes that retiring officers
should not continue to serve on the Board. The Bylaws of the Company provide
that the term of any director shall not extend beyond the regular quarterly
meeting of the Board of Directors following the date the director reaches age
70, regardless of the normal expiration of the director's term. The tables that
follow include information with respect to each director's business experience
for the past five years. See "Security Ownership of Certain Beneficial Owners
and Management" for information concerning share ownership of nominees and
directors.
The Board of Directors recommends a vote FOR the election of these nominees.
NOMINEES FOR ELECTION AT THE 1995 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME, AGE, CLASS, PRINCIPAL DIRECTOR
OCCUPATION AND OTHER DIRECTORSHIPS SINCE
---------------------------------- -------------
<S> <C>
Kathryn A. Braun, 43 (Class II, 1998) ........................... November 1994
Executive Vice President, Western Digital Corporation, a
computer equipment company, Irvine, California, since 1988;
director of Sundisk Corporation.
Richard C. Edgley, 59 (Class II, 1998)........................... 1987
Member of the Presiding Bishopric, formerly Managing Director,
Finance and Records Department of The Church of Jesus Christ of
Latter-day Saints; previously Vice President of Administration
and Control for consumer non-food operations, General Mills,
1977-1981.
Robert G. Miller, 50 (Class II, 1998)............................ August 1994
Chairman and Chief Executive Officer, Fred Meyer, Inc., a
retail merchandising company, Portland, Oregon, since 1991;
formerly Executive Vice President of Retail Operations,
Albertsons, Inc., 1989-1991.
Verl R. Topham, 60 (Class II, 1998).............................. May 1994
Senior Vice President and General Counsel of the Company since
May 27, 1994; formerly President, Utah Power & Light Company,
1990-1994.
Peter I. Wold, 47 (Class III, 1996)..............................
Partner, Wold Oil & Gas Company, an oil and gas exploration and
production company, Casper, Wyoming, since 1981; Director of
Key Bank of Wyoming and Federal Reserve Bank of Kansas City.
</TABLE>
2
<PAGE>
DIRECTORS WHOSE TERMS CONTINUE
<TABLE>
<CAPTION>
NAME, AGE, CLASS, PRINCIPAL DIRECTOR
OCCUPATION AND OTHER DIRECTORSHIPS SINCE
---------------------------------- -------------
<S> <C>
Frederick W. Buckman, 49 (Class III, 1996)....................... February 1994
President and Chief Executive Officer of the Company since
February 1, 1994; formerly President and Chief Executive
Officer of Consumers Power Company, Jackson, Michigan, 1992-
1994; President and Chief Operating Officer of Consumers Power
Company, 1988-1991; Director of PacifiCorp Holdings, Inc.
C. Todd Conover, 55 (Class I, 1997) ............................. 1991
General Manager, Finance Industry Group, Tandem Computers
Incorporated, a computer manufacturing company, Cupertino,
California, since January 1994; President and Chief Executive
Officer, The Vantage Company, a business consulting firm, Los
Altos, California, since 1992; formerly President and Chief
Executive Officer, Central Banks of Colorado, 1991-1992;
partner and National Director-Bank Consulting, KPMG Peat
Marwick 1988-1990; Director of Blount, Inc. and PacifiCorp
Holdings, Inc.
John C. Hampton, 69 (Class I, 1997) ............................. 1983
Chairman and Chief Executive Officer of Hampton Resources, Inc.
and affiliated companies, forest products industries, Portland,
Oregon.
Nolan E. Karras, 50 (Class I, 1997) ............................. 1993
Investment Adviser, Karras & Associates, Inc., Roy, Utah, 1983
to date; former Member of Utah House of Representatives (1981-
1990); Speaker of the House (1989-1990); Chairman of Utah State
Building Board; Director of PacifiCorp Holdings, Inc.
Keith R. McKennon, 61 (Class I, 1997) ........................... 1990
Chairman of the Board since February 9, 1994; formerly Chairman
(1992-1994) and Chief Executive Officer (1992-1993), Dow
Corning Corporation, Midland, Michigan; Executive Vice
President and Director, The Dow Chemical Company, 1990-1992;
President, Dow Chemical USA, 1987-1990; Director of Tektronix,
Inc. and Marion Merrell Dow Inc.
Don M. Wheeler, 66 (Class III, 1996)............................. 1989
Chairman and Chief Executive Officer, formerly President and
General Manager, Wheeler Machinery Company, equipment and
machinery sales, repairs, parts and service, Salt Lake City,
Utah.
Nancy Wilgenbusch, 47 (Class III, 1996).......................... 1986
President, Marylhurst College, Portland, Oregon; previously
Vice President of Marketing and Public Affairs, College of
Saint Mary, Omaha, Nebraska, 1981-1984; Director of Pacific
Telecom, Inc.
</TABLE>
3
<PAGE>
DIRECTOR COMPENSATION AND CERTAIN TRANSACTIONS
The Company's directors other than officers are compensated for their board
service by a combination of cash and Company Common Stock under a Non-Employee
Directors' Stock Compensation Plan that seeks to increase the community of
interest between the Company's shareholders and its directors. Under this plan,
non-employee directors of the Company are granted approximately $75,000 worth
of the Company's Common Stock every five years. Non-employee directors having
fewer than five years of service remaining before reaching retirement age
receive stock equivalent to approximately $15,000 for each remaining year.
Stock granted under this plan vests over the five-year period following the
grant or shorter period to retirement, and unvested shares are forfeited if the
recipient ceases to be a director. The shares are purchased in the market with
funds supplied by the Company, and the certificates are then held by the
Company until the shares vest. During 1994, an aggregate of 4,739 shares
previously granted under the plan became vested.
The Company's directors other than officers receive the balance of their
compensation in the form of cash. They are paid $16,000 per year plus $750 for
each Board or committee meeting attended. Mr. McKennon is paid $155,000 per
year in Company Common Stock for his service as Chairman of the Board,
including his $15,000 per year participation in the Non-Employee Directors'
Stock Compensation Plan. Members of the Executive Committee and chairs of the
other committees of the Board are paid an additional $2,500 per year. Non-
employee members of the regional boards are paid $9,000 per year plus $600 for
each meeting attended. See "Regional Boards." In addition, members of the Utah
Board who are former directors of Utah Power & Light Company, including Messrs.
Peterson and Wheeler, participate in a retirement plan under which they are
eligible to receive benefits of $560 per month upon retirement at age 65 or
older and certain death benefits.
During 1994, Messrs. Conover and Karras each received $3,750 in directors'
fees from PacifiCorp Holdings, Inc., and Dr. Wilgenbusch received $20,100 in
directors' fees from Pacific Telecom, Inc. (Pacific Telecom). Dr. Wilgenbusch
is also a participant in Pacific Telecom's non-employee director stock
compensation plan, pursuant to which non-employee directors of Pacific Telecom
are granted approximately $37,500 worth of Pacific Telecom common stock every
five years. A director's right to receive stock awarded under this plan accrues
over the five-year period following the grant or shorter period to retirement,
and unaccrued shares are forfeited if the recipient ceases to be a director
prior to the end of such period. Accrued shares vest upon retirement and are
subject to forfeiture prior to retirement under certain circumstances. The
shares are purchased in the market with funds supplied by Pacific Telecom, and
the certificates are held by Pacific Telecom until the director retires from
board service. Dividends on shares accumulate and are paid to the director at
the time the shares vest.
In 1994, the Company and its subsidiaries paid $51,775 in legal fees to
Hathaway, Speight & Kunz, a law firm in which Stanley K. Hathaway, a former
director who retired from the Board in August 1994, is a partner.
Mr. Wheeler is President of Wheeler Machinery Company, a company engaged in
sales and service of large earth-moving and grading equipment, engines and
related machinery. During 1994, the Company and its subsidiaries purchased
equipment and services from this company in the ordinary course of business for
a total of approximately $1,690,119. Richard E. Wheeler, Mr. Wheeler's brother,
is the owner of Wyoming Machinery Company, a business located in Casper,
Wyoming, similar to, but separate from, Wheeler Machinery Co. During 1994, the
Company and its subsidiaries purchased equipment and services from this company
in the ordinary course of business for a total of approximately $5,995,886. The
Company believes that the terms of these transactions were no less favorable to
the Company than those available from other parties. Similar purchases have
been made by the Company or its predecessors from these two companies since
1951.
4
<PAGE>
BOARD COMMITTEES
The Board of Directors is responsible for the overall affairs of the Company.
To assist in carrying out its responsibilities, the Board has delegated certain
authority to several standing committees. The Board generally appoints members
of committees at its Annual Meeting in May of each year. The membership of
these committees as of March 31, 1995 is as follows:
<TABLE>
<CAPTION>
COMMITTEE ON
EXECUTIVE COMMITTEE DIRECTORS AUDIT COMMITTEE
------------------- ------------ ---------------
<S> <C> <C>
Keith R. McKennon* C. Todd Conover* Nancy Wilgenbusch*
Frederick W. Buckman Keith R. McKennon Kathryn A. Braun
C. Todd Conover Don M. Wheeler Richard C. Edgley
Richard C. Edgley Nolan E. Karras
John C. Hampton Don M. Wheeler
<CAPTION>
PERSONNEL COMMITTEE FINANCE COMMITTEE PRICING COMMITTEE
------------------- ----------------- -----------------
<S> <C> <C>
John C. Hampton* Richard C. Edgley* Frederick W. Buckman
Nolan E. Karras Frederick W. Buckman A. M. Gleason
Robert G. Miller C. Todd Conover
Nancy Wilgenbusch A. M. Gleason
Robert G. Miller
</TABLE>
---------------------
*Chair
The Executive Committee held one meeting in 1994. The committee has and may
exercise all of the powers of the Board during the intervals between its
meetings that may be lawfully delegated, subject to such limitations as may be
provided by resolution of the Board.
The Committee on Directors seeks and recommends specific candidates for
directors. In addition, the Committee on Directors reviews and recommends to
the Board policies on the qualifications, tenure, compensation and retirement
of directors and monitors compliance by individual directors with the policies
adopted by the Board. Shareholders who wish to submit names to the Committee on
Directors for consideration should do so in writing addressed to the Committee
on Directors, c/o Corporate Secretary, PacifiCorp, 700 N.E. Multnomah,
Portland, Oregon 97232. The Committee on Directors held five meetings in 1994.
The Audit Committee held five meetings in 1994. It nominates the independent
auditor of the Company for approval by the Board of Directors and the
shareholders, reviews the planned scope and results of the annual audit,
confers with the independent auditor and reviews its recommendations with
respect to accounting, internal control and other matters, and confers
periodically with accounting officers of the Company. The Audit Committee also
reviews important regulatory and accounting pronouncements, meets with
management and the internal auditors to review the scope and results of
internal audit activity, as appropriate, and periodically reviews the adequacy
of the Company's accounting and financial personnel resources. The chair of the
audit committee of Pacific Telecom reports that committee's deliberations and
activities to the Audit Committee. The Audit Committee reports the results of
its reviews and meetings to the Board.
The Personnel Committee makes recommendations to the Board on executive
compensation plans, approves salaries for officers of the Company and
administers the Long-Term Incentive Plan, the Supplemental Executive Retirement
Plan, the Executive Severance Plan, and the Compensation Reduction Plan. The
Committee consists of four directors who are not current or former officers or
employees of the Company or any of its subsidiaries. The chair of the personnel
committee of Pacific Telecom attends meetings of the Personnel Committee in
order to coordinate compensation decisions between the business units, although
the board of that subsidiary has responsibility for setting the compensation of
its officers, including the annual cash compensation and subsidiary long-term
5
<PAGE>
incentive plan compensation of its Chairman, President and Chief Executive
Officer, who is considered to be an executive officer of the Company. The
Personnel Committee held six meetings in 1994. See "Personnel Committee Report
on Executive Compensation" below.
The Finance Committee, to the extent authority is delegated to it by the
Board with respect to each issuance of securities, approves the final terms of
issuance. The committee also consults with appropriate officers of the Company
concerning requirements for capital, the condition of the capital markets and
the most appropriate means of obtaining capital as needed from time to time.
The committee also reviews the general terms of proposed financings when
requested by the Chairman of the Board, the President or any Vice President,
and reports thereon to the Board. It held three meetings in 1994.
The Pricing Committee, to the extent authority is delegated to it by the
Board of Directors with respect to each issuance of securities, approves the
final terms of issuance within parameters set by the Board. The Pricing
Committee also authorizes redemptions of the Company's debt and equity
securities in accordance with their terms. The Pricing Committee held two
meetings during 1994.
The Board of Directors held eight meetings in 1994. All Board members except
Mr. Miller attended at least 75% of the aggregate of the meetings of the Board
and the committees of which they were members. Mr. Miller joined the Board in
August; he attended the quarterly Board meetings in August and November 1994
but was unable to attend a special meeting in November 1994.
REGIONAL BOARDS
In February 1995, the Board of Directors established the Pacific Board, the
Utah Board and the Wyoming Board, each of which has been delegated certain
responsibilities relating to the business and operations of the Company in a
designated service territory, including review of policies and practices with
respect to customer service and strategic planning. The Pacific and Utah Boards
replace the former Pacific Power Board and Utah Power Board. The Wyoming Board
has not been formally organized. Membership of these boards includes persons
who are not directors of the Company. The former Pacific Power Board and Utah
Power Board each held four meetings in 1994.
<TABLE>
<CAPTION>
PACIFIC BOARD UTAH BOARD
------------- ----------
<S> <C>
William B. Douglas* Richard C. Edgley
M. K. Felt* Nolan E. Karras
John C. Hampton Paul G. Lorenzini*
Paul G. Lorenzini* John E. Mooney*, Chair
John E. Mooney*, Chair Chase N. Peterson*
Michael D. Naumes* Verl R. Topham
Linda Shelk* Don M. Wheeler
Ethel Simon-McWilliams*
Verl R. Topham
</TABLE>
---------------------
*Not a director of the Company
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 17, 1995
regarding the beneficial ownership of the Company's Common Stock and Common
Stock of Pacific Telecom by (i) each director or nominee for director of the
Company; (ii) each of the executive officers named in the Summary Compensation
Table below; and (iii) all executive officers and directors of the Company as a
group. As of March 17, 1995, each of the directors and executive officers
identified below and all executive officers and directors of the Company as a
group owned less than 0.1% of the Company's Common
6
<PAGE>
Stock and less than 1% of the Common Stock of Pacific Telecom. No person is
known by the Company to be the beneficial owner of more than five percent of
any class of the Company's stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES (1)
---------------------------
BENEFICIAL OWNER PACIFICCORP PACIFIC TELECOM
---------------- ----------- ---------------
<S> <C> <C>
Directors and Nominees
Kathryn A. Braun.................................. 4,260 --
Frederick W. Buckman.............................. 90,620 --
C. Todd Conover .................................. 5,363 --
John C. Hampton .................................. 8,379 --
Nolan E. Karras .................................. 3,741 --
Keith R. McKennon ................................ 18,744 --
Richard C. Edgley ................................ 5,221 --
A.M. Gleason...................................... 87,392 44,404
Robert G. Miller.................................. 4,286 --
Verl R. Topham.................................... 27,829 --
Don M. Wheeler.................................... 12,818 --
Nancy Wilgenbusch ................................ 5,688 2,711
Peter I. Wold .................................... -- --
Nondirector Executive Officers
Paul G. Lorenzini ................................ 12,763 --
Charles E. Robinson .............................. 13,052 72,166
All executive officers and directors as a group
(26 persons) .................................... 422,565 121,797
------- -------
</TABLE>
---------------------
(1) Includes ownership of (a) shares held by family members even though
beneficial ownership of such shares may be disclaimed, (b) shares granted
and subject to vesting as to which the individual has voting but not
investment power under individual compensation arrangements or one or more
of the stock based compensation plans of the Company or Pacific Telecom and
(c) shares held for the account of such persons pursuant to the Compensation
Reduction Plan.
2. APPOINTMENT OF INDEPENDENT AUDITOR
The Board of Directors, on recommendation of the Audit Committee and subject
to ratification by shareholders, has appointed Deloitte & Touche LLP to perform
an examination of the consolidated financial statements of the Company and its
subsidiaries for the year 1995 and to render its opinion thereon.
Deloitte & Touche LLP is an international accounting firm with substantial
experience in public utility accounting matters, an accounting area subject to
detailed regulation at both the national and state levels. The firm has acted
as independent auditor for PacifiCorp since 1933 and, as a consequence, has
competent, professionally qualified personnel who are familiar with the history
and operations of the Company. The Board of Directors believes that the firm is
well qualified to serve as the Company's independent auditor for 1995.
7
<PAGE>
Representatives of the firm are expected to be present at the Annual Meeting
with an opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
The Board of Directors recommends a vote FOR this proposal.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel Committee of the Board of Directors is responsible for
approving compensation levels for officers of the Company, administering
executive compensation plans as authorized by the Board and recommending
executive compensation plans and compensation of the Chief Executive Officer to
the Board for approval. The Committee is also responsible for approving
incentive plans for all employees, salary structure and merit programs for
senior management and changes in policy relating to employee benefits.
Following is the report of the Personnel Committee describing the components of
the Company's executive compensation program and the basis upon which 1994
compensation determinations were made.
COMPENSATION PHILOSOPHY
It is the philosophy of the Company that executive compensation be linked
closely to corporate performance and increases in shareholder value. The
Company's compensation program has the following objectives:
. Provide competitive total compensation that enables the Company to attract
and retain key executives.
. Provide variable compensation opportunities that are linked to
performance.
. Establish an appropriate balance between incentives focused on short-term
objectives and those encouraging sustained superior earnings performance
and increases in shareholder value.
Qualifying compensation for deductibility under IRC Section 162(m), which
limits to $1 million the annual deduction by a publicly held corporation of
compensation paid to any executive except with respect to certain forms of
incentive compensation that qualify for exclusion, is one of many factors that
the Company considers in designing its incentive compensation arrangements. The
Company views the objectives outlined above as more important than compliance
with the technical requirements necessary to exclude compensation from the
deductibility limit of IRC Section 162(m). Nevertheless, the Company
anticipates that the amount of compensation in excess of the deductibility
limit of IRC Section 162(m) for all executive officers as a group will not be
material.
COMPENSATION PROGRAM COMPONENTS
The Personnel Committee, assisted by its outside consultant, evaluates the
total compensation package of executives annually in relation to competitive
pay levels. For positions with corporate-wide responsibility, the Committee
uses a blend of competitive data from comparably sized companies in the
electric utility industry and general industry, reflecting the diversification
of the Company's business operations. The companies used for the competitive
compensation analysis are not exactly the same as those electric utility
companies included in the preparation of the performance graph set forth below
because the Committee believes that all of those companies are not necessarily
the Company's most direct competitors for executive talent. The weighting of
the data for each officer depends upon the responsibilities of the officer. For
officers whose exclusive focus is electric operations, the weighting is 100%
electric utility industry data. For officers who have corporate-wide focus, the
weighting depends upon the relative size of the electric operations at the time
the analysis
8
<PAGE>
is made; for 1994, the weighting was 80% electric utility industry and 20%
general industry data, except for general accounting positions for which 100%
general industry data were used. For officers with responsibilities outside of
electric operations, relevant industry data were utilized. The Committee seeks
to maintain compensation opportunities for the Company's senior executives such
that they have a higher percentage of compensation at risk than is typical for
similar positions in the utility industry. For Mr. Robinson, the Committee
establishes awards under the Company's Long-Term Incentive Plan, but the board
of directors of Pacific Telecom has responsibility for fixing his annual cash
compensation and his awards under Pacific Telecom's Long-Term Incentive Plan.
The Company's executive compensation program consists of two principal
elements: (a) annual cash compensation and (b) long-term incentive pay. Actual
compensation depends upon performance as described below.
Annual cash compensation is comprised of base salary and annual incentive
compensation. Base salaries and target incentive amounts are reviewed for
adjustment at least annually based upon competitive pay levels, individual
performance and potential, and changes in duties and responsibilities. Base
salary and the incentive target are set at a level such that total annual cash
compensation for satisfactory performance would approximate the midpoint of pay
levels in the comparison group used to develop competitive data. Actual
incentive amounts may be less or more than target depending upon Company and
business unit performance in relation to established performance objectives,
which include achievement of targeted earnings available for Common Stock and
the success of the participant's organizational unit in achieving specific
operational, financial and management goals such as employee safety, system
availability and reliability, cost containment, customer service, and
environmental stewardship. The relative weights of the performance criteria
vary among organizational units in accordance with the nature of their
operations. Earnings to a specified limit above the threshold target fund the
incentive pool. For 1994, the Company achieved earnings available for Common
Stock that resulted in an incentive pool equal to 126% of target. The incentive
pool is limited to 150% of the officers' aggregate target awards. The amount of
annual incentive compensation payable to a participant from the pool is a
function of actual operating unit performance relative to goals. In aggregate,
the operating units achieved 96% of the objectives established for 1994. For
selected PacifiCorp officers with overall corporate responsibility, the
Company's performance measurement is based on a weighted average of the
performance factors of the Company's businesses. For 1994, actual awards ranged
between 116% and 139% of target awards. The plan limits the maximum amount that
any participant can receive to 150% of the participant's target award. Payments
for 1994 are shown in the Summary Compensation Table below.
The long-term incentive compensation program is intended to encourage
executives to strive to achieve sustained superior earnings performance and
increased shareholder value. In 1994, the shareholders approved the 1993
Restatement of the Company's Long-Term Incentive Plan (Restated Plan) to
replace the original plan which had been adopted in 1985. The Restated Plan is
designed to provide stock-based incentives in the form of annual grants of
restricted stock coupled with a requirement that participants invest their own
personal resources in the stock of the Company or Pacific Telecom. The
Committee believes that the Restated Plan aligns the interests of executive
employees more closely with those of shareholders, provides an opportunity to
link grant size to achievement of performance, and provides a stronger
compensation element for retention of key employees.
The Restated Plan provides for grants of restricted stock based on past
performance rather than target awards for future performance cycles. The
Restated Plan provides that the Committee may vary the grants each year based
on a subjective assessment of the Company's overall performance in relation to
long-term goals and plans. In determining the individuals to whom awards will
be made and the amounts of the grants, the Committee considers criteria such as
the following: (a) total
9
<PAGE>
shareholder return relative to peer companies; (b) earnings per share growth
over time relative to peer companies; (c) achievement of long-term goals,
strategies and plans; and (d) maintenance of competitive position. Shares
awarded under the Restated Plan are subject to such terms, conditions and
restrictions as may be determined by the Committee to be consistent with the
purpose of the Restated Plan and the best interests of the shareholders. The
restrictions may include stock transfer restrictions and forfeiture provisions
designed to facilitate the achievement by participants of specified stock
ownership goals. Initial grants were made in 1993, subject to approval of the
Restated Plan by the shareholders in 1994. No grants of restricted stock were
made under the Restated Plan in 1994.
In 1994, the Board of Directors approved a Compensation Reduction Plan in
which key executives and directors may participate. Pursuant to the Plan,
participants may defer, until retirement or a preset future date, receipt of
cash compensation to a stock account to be invested in Company Common Stock, or
to a cash account on which interest is paid at a rate equal to the Moody's
Intermediate Corporate Bond Yield for Aa rated Public Utility Bonds.
Participants may also defer receipt of restricted stock awards to their stock
accounts.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
A. M. Gleason served as President and Chief Executive Officer until February
1, 1994, when he was elected Vice Chairman of the Board. Since that date, Mr.
Gleason has been compensated at an annual rate equal to his total cash
compensation for 1993. That compensation level will continue until his
retirement on May 1, 1995. Mr. Gleason's 1994 incentive award, as shown in the
Summary Compensation Table, reflects 126% of his target award for the one month
in 1994 during which he was Chief Executive Officer. In establishing Mr.
Gleason's incentive award, 80% was based on the performance of the Company's
electric operations, as described above, and 20% was based on the performance
of Pacific Telecom and PacifiCorp Financial Services. The performance of
Pacific Telecom was measured on the basis of the return on shareholders' equity
for the year and the compound annual growth in net income for the five-year
period then ended. The performance of PacifiCorp Financial Services was based
on the subjective assessment of its achievement of objectives relating to
return on assets, reduction of debt and realization of asset values consistent
with established reserves.
Frederick W. Buckman was elected President and Chief Executive Officer of the
Company to succeed Mr. Gleason effective February 1, 1994. The Committee,
assisted by its outside consultant, developed a total compensation package
within the Company's compensation philosophy to attract him to accept the
leadership role as President and Chief Executive Officer, and to compensate him
for the loss of certain long-term compensation he would sacrifice by accepting
the Company's offer. That package included a base salary of $504,116 for 1994,
a $50,000 one-time bonus, and a fixed bonus of $252,083 for 1994; a grant of
25,000 shares of restricted stock that will vest over a four-year period; and a
grant of up to an additional 25,000 shares of restricted stock to be awarded
contingent upon share-for-share purchases by Mr. Buckman. During 1994, Mr.
Buckman purchased 23,410 shares of Common Stock and was awarded 23,410 shares
pursuant to his agreement.
PERSONNEL COMMITTEE
John C. Hampton
Nolan E. Karras
Robert G. Miller*
Nancy Wilgenbusch
---------------------
* Mr. Miller was appointed to the Personnel Committee on February 8, 1995
replacing C. Todd Conover.
10
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P 500 INDEX AND TOP 50 UTILITIES*
The following graph provides a comparison of the annual percentage change in
the cumulative total shareholder return on the Company's Common Stock, with the
cumulative total return of the S&P 500 Index and the top 50 electric utilities,
ranked by 1993 revenues, as listed by Salomon Brothers. The comparison assumes
$100 was invested on December 31, 1989 in the Company's Common Stock and in
each of the foregoing indices and assumes the reinvestment of dividends. The
only change in the companies included in the list of the top 50 electric
utilities between 1993 and 1994, other than the mergers and name changes
indicated below, was the addition of Midwest Resources.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Top 50
Y-Axis Data Points: PacifiCorp S&P 500 Utilities
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 104.49 96.89 100.81
1991 125.39 126.28 132.08
1992 105.43 135.88 142.67
1993 109.36 149.52 159.73
1994 109.33 151.55 141.47
</TABLE>
<TABLE>
<S> <C> <C>
*Allegheny Power System Florida Progress Corp PECO, formerly Philadelphia
American Electric Power FPL Group Inc Electric Co.
Baltimore Gas & Electric General Public Utilities Pennsylvania Power & Light
Boston Edison Co Houston Industries Inc Pinnacle West Capital
Carolina Power & Light Illinova Corp., formerly Potomac Electric Power
Centerior Energy Corp Illinois Power Co Public Service Co of Colo
Central & South West Corp Long Island Lighting Public Service Entrp
Cinergy, merger of Cincinnati Gas Midwest Resources San Diego Gas & Electric
& Electric and PSI Resources, Inc. New England Electric System SCANA Corp
CMS Energy Corp New York State Elec & Gas SCEcorp
Consolidated Edison of NY Niagara Mohawk Power Southern Co
Detroit Edison Co NIPSCO Industries Inc TECO Energy Inc
Dominion Resources Inc Northeast Utilities Texas Utilities Co
DPL Inc Northern States Power-MN Unicom Corp., formerly
DQE Inc Ohio Edison Co Commonwealth Edison
Duke Power Co Oklahoma Gas & Electric Union Electric Co
Entergy Corp, includes merger of Pacific Gas and Electric Co UtiliCorp United Inc
Gulf States Utilities Co PacifiCorp Western Resources Inc
Wisconsin Energy Corp
</TABLE>
11
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities to the Company and its subsidiaries for fiscal years
ended December 31, 1994, 1993 and 1992 of those persons who were the Chief
Executive Officer of the Company for any portion of 1994 and the other four
most highly compensated executive officers of the Company during 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- ------------------------------------------
RESTRICTED LONG-TERM
NAME AND PRINCIPAL ANNUAL OTHER ANNUAL STOCK INCENTIVE ALL OTHER
POSITION SALARY BONUS (1) COMPENSATION AWARDS PAYOUTS COMPENSATION (2)
------------------ ---------- --------- ------------ ---------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
A.M. Gleason (3)........ 1994 $1,003,328 $ 35,035 $ -- $ -- $ -- $ 12,000
President and Chief 1993 600,000 439,991 -- 323,000(4) -- 14,314
Executive Officer 1992 600,000 -- 10,750 317,850(5) -- 16,141
of the Company
Frederick W. Buckman
(3).................... 1994 504,116 302,083 -- 878,894(6) 7,180
President and Chief
Executive Officer
of the Company
Charles E. Robinson..... 1994 403,500 322,800 -- 87,294(7) -- 10,691
Chairman, President 1993 387,500 232,500 -- 85,500(4) 185,865(7) 12,611
and Chief Executive 1992 375,000 -- -- -- 380,419(7) 12,006
Officer of Pacific
Telecom
William J. Glasgow (8).. 1994 287,000 163,954 -- -- -- 7,879
Senior Vice President 1993 286,068 156,710 -- 52,250(4) 70,000(9) 289,826(10)
and Chief Financial 1992 280,000 -- 3,626 -- 198,000(9) 9,445
Officer of the Company,
and President and Chief
Executive Officer,
PacifiCorp Holdings,
Inc.
Verl R. Topham.......... 1994 270,000 103,400 -- -- -- 7,856
Senior VP and 1993 275,000 130,074 -- 104,500(4) -- 9,564
General Counsel 1992 251,002 -- -- -- -- 10,277
Paul G. Lorenzini....... 1994 240,000 92,156 -- -- -- 7,817
Senior Vice President 1993 230,000 113,861 -- 104,500(4) -- 9,401
1992 210,367 -- 1,110 -- -- 9,219
</TABLE>
---------------------
(1) Please refer to the Personnel Committee Report for a description of the
Company's annual executive incentive plans. Incentive amounts are reported
for the year in which the related services were performed. May include
amounts deferred pursuant to the Compensation Reduction Plan, described in
the "Personnel Committee Report on Executive Compensation."
(2) Amounts shown for 1994 include (a) contributions of $7,500 to the
PacifiCorp K Plus Employee Savings and Stock Ownership Plan for Messrs.
Gleason, Robinson, Glasgow, Topham and Lorenzini, and $6,515 for Mr.
Buckman and (b) $665, $4,500, $3,191, $379, $356 and $317 for the portion
of premiums on term life insurance policies for Messrs. Buckman, Gleason,
Robinson, Glasgow, Topham and Lorenzini, respectively, paid by the
Company. These benefits are available to all employees.
(Footnotes continued on following page.)
12
<PAGE>
(3) Mr. Gleason served as President and Chief Executive Officer until February
1, 1994, when he was elected Vice Chairman and Mr. Buckman was elected
President and Chief Executive Officer. In connection with that transition,
the Company agreed to maintain Mr. Gleason's salary for 1994 at the level
of his combined salary and bonus for 1993.
(4) Restricted stock grants made in November 1993 pursuant to the Restated
Plan. See "Personnel Committee Report on Executive Compensation" for a
description of the Restated Plan. At December 31, 1994, the aggregate
value of all restricted stock holdings, based on the market value of the
shares at December 31, 1994, without giving effect to the diminution of
value attributed to the restrictions on such stock, of Messrs. Buckman,
Gleason, Robinson, Glasgow, Topham and Lorenzini, respectively, were
$877,431, $603,563, $188,453, $49,844, $99,688 and $99,688, respectively.
Regular quarterly dividends are paid on the restricted stock.
(5) Restricted stock grant on December 4, 1992 of 16,300 shares to Mr. Gleason
in connection with freezing his base salary for 1992 and 1993 at 1991
levels. Mr. Gleason will forfeit his entire stock grant if he voluntarily
terminates his employment or his employment is terminated for cause prior
to his normal retirement date. Regular quarterly dividends are paid on the
restricted stock.
(6) Restricted stock granted as part of compensation package. See "Personnel
Committee Report on Executive Compensation" for a description of the
compensation of the Chief Executive Officer. Regular quarterly dividends
are paid on the restricted stock.
(7) The 1994 amount represents a restricted stock grant made in February 1994
pursuant to the Pacific Telecom Long-Term Incentive Plan 1994 Restatement.
Prior to the Restatement, participants in the plan received from zero to
260% of the targeted shares of Pacific Telecom common stock, plus dividend
equivalents in cash, upon completion of a performance cycle based on their
degree of success in meeting the established long-term objectives. The
plan had a four-year performance cycle that ended December 31, 1992. In
connection with the restatement of the plan and 1994 restricted stock
grants made thereunder, the four-year performance cycle scheduled to end
December 31, 1994 was terminated and prorated awards for that performance
cycle were made to participants in December 1993. The four-year
performance cycle beginning January 1, 1993 and ending December 31, 1996
was terminated without any awards having been made thereunder. For the
performance cycle ended December 31, 1992, the performance criteria were
relative return on equity compared to an industry composite and earnings
per share growth. For the performance cycle ended December 31, 1994, the
performance criteria were earnings per share growth and return on equity
compared to a five-year Treasury Bond rate. Regular quarterly dividends
are paid on the restricted stock.
(8) Mr. Glasgow resigned his positions with PacifiCorp and its subsidiaries
effective February 28, 1995.
(9) Mr. Glasgow was a participant in the PacifiCorp Financial Services
Executive Long-Term Incentive Plan, which had a three-year performance
cycle ended December 31, 1992. Participants received from zero to 250% of
a target amount, which was determined as a percentage of the participant's
base salary, in cash based on their degree of success in meeting
established performance objectives. For the performance cycle ended
December 31, 1992, the performance criteria were based on continuing
efforts to downsize PacifiCorp Financial Services. Effective December 31,
1993, the plan was cancelled with two four-year cycles in progress. The
payment shown for 1993 reflects a proration of awards for those cycles in
recognition of the achievement of the Company's goals as a result of the
decision to accelerate disposition of financial services assets.
(10) Mr. Glasgow, as an employee of NERCO, Inc., the Company's former mining
and resource subsidiary, was a participant in a sale incentive program
under which participants received a lump sum cash payment equal to their
base annual salary upon the closing of the disposition of NERCO, Inc. in
1993.
13
<PAGE>
SEVERANCE ARRANGEMENTS
Under an Executive Severance Plan adopted by the Company in 1988, each member
of the Company's Corporate Policy Group except Mr. Robinson will receive a
severance payment equal to twice the executive's total cash compensation during
the last full calendar year upon the termination of his employment with the
Company. The severance payment will be made to the executive in 24 equal
monthly payments following the date of the termination of his employment, and
the payments will be terminated by the Company if the executive accepts
employment with a competitor of the Company or its affiliates. The Executive
Severance Plan does not apply to the termination of an executive for reasons of
normal retirement, death or total disability, or to a termination for cause or
a voluntary termination. "Voluntary termination" does not include termination
following the failure to redesignate an executive to or the removal of an
executive from the Corporate Policy Group, or following a material change
ordered in an executive's authority, unless such redesignation, removal or
change is agreed to by the executive. Under the plan, "cause" for termination
includes any act by an executive that is materially contrary to the interests
of the Company or its affiliates and the willful and continued failure by an
executive to devote his full business time and efforts to the business affairs
of the Company. The Personnel Committee of the Board, which has responsibility
for administering the plan and interpreting its provisions, has also
interpreted the term "cause" to include (but not be limited to) both gross
negligence and conduct which indicates a reckless disregard for the
consequences thereof, where such negligence or conduct has a material adverse
effect on the Company or its affiliated companies. The Executive Severance Plan
will terminate on December 31, 1995, unless extended by the Personnel
Committee. All executive officers named in the Summary Compensation Table,
except Messrs. Gleason and Glasgow, are members of the Corporate Policy Group.
Pacific Telecom has adopted an executive severance plan for certain of its
executive officers, including Mr. Robinson, which has terms comparable to the
Company's plan.
In connection with his resignation, Mr. Glasgow entered into certain
agreements with the Company which provide for, among other things, (i) Mr.
Glasgow's receipt of separation pay in an amount equal to his 1994 base salary
and bonus, payable semi-monthly over a period of one year beginning March 1,
1995, subject to forfeiture as to remaining payments upon certain conditions,
including assisting or accepting employment with a competitor, and (ii)
performance by Mr. Glasgow of consulting services for a one year period
beginning March 1, 1995 in consideration for fees of $100,000 payable in six
monthly installments commencing March 31, 1995, $3,300 per month for the
remaining six months and fees payable upon the consummation of certain
specified transactions equal to the greater of $200,000 per transaction or an
amount that the Chief Executive Officer of the Company, in his discretion,
determines is appropriate.
RETIREMENT PLANS
The Company and most of its subsidiaries have adopted noncontributory defined
benefit retirement plans (Retirement Plans) for their employees (other than
employees subject to collective bargaining agreements that do not provide for
coverage). Certain executive officers, including the executive officers named
in the Summary Compensation Table, are also eligible to participate in the
Company's non-qualified Supplemental Executive Retirement Plan ("SERP"). The
following description assumes participation in both the Retirement Plans and
the SERP. Participants receive benefits at retirement payable for life based on
length of service with the Company or its subsidiaries and average pay in the
60 consecutive months of highest pay out of the last 120 months, and pay for
this purpose would include salary and bonuses as reflected in the Summary
Compensation Table above. Actuarially equivalent alternative forms of benefits
are also available at the participant's election. Retirement benefits are
reduced to reflect Social Security benefits as well as certain prior employer
retirement benefits. Participants are entitled to receive full benefits upon
normal retirement (after age 65 with at least 15 years of service or after age
62 with at least 30 years of service). Participants are also entitled to
receive reduced benefits upon early retirement after age 55 and at least five
years of service.
14
<PAGE>
The following table shows the estimated annual retirement benefit payable
upon normal retirement age at age 65 as of January 1, 1995. Amounts in the
table reflect payments from the Retirement Plans and the SERP combined.
ESTIMATED ANNUAL PENSION AT NORMAL RETIREMENT
<TABLE>
<CAPTION>
FINAL AVERAGE YEARS OF CREDITED SERVICE
ANNUAL PAY AT --------------------------------------------------------
RETIREMENT DATE 5 15 25 30
--------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 200,000 $ 43,333 $130,000 $130,000 $130,000
400,000 86,667 260,000 260,000 260,000
600,000 130,000 390,000 390,000 390,000
800,000 173,333 520,000 520,000 520,000
1,000,000 216,667 650,000 650,000 650,000
</TABLE>
---------------------
(1) The benefits shown in the table above assume that the individual will
remain in the employ of the Company until normal retirement at age 65 and
that the plans will continue in their present form. Amounts shown above do
not reflect the Social Security offset.
(2) The number of credited years of service used to compute benefits under the
plans for Messrs. Gleason, Robinson, Glasgow, Topham and Lorenzini are 30,
30, 7, 23 and 8, respectively.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. Based solely on reports and other information submitted by executive
officers and directors, the Company believes that during the year ended
December 31, 1994, and prior fiscal years, each of its executive officers,
directors and persons who own more than ten percent of the Company's Common
Stock filed all reports required by Section 16(a).
ANNUAL REPORT
The Company's Annual Report for the year 1994 is being mailed to shareholders
with this proxy statement.
METHOD AND COST OF SOLICITING PROXIES
The cost of the solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, employees of the Company may request the
return of proxies personally, by telephone or telegraph. The Company will, on
request, reimburse brokers and other persons holding shares for the benefit of
others for their expenses in forwarding proxies and accompanying material and
in obtaining authorization from beneficial owners of the Company's stock to
execute proxies. In addition, the Company has retained Georgeson & Company,
Inc. to aid in the solicitation at a fee not to exceed $18,000 plus expenses.
OTHER MATTERS
SHAREHOLDER PROPOSALS TO BE INCLUDED IN THE COMPANY'S PROXY STATEMENT. A
shareholder proposal to be considered for inclusion in proxy material for the
Company's 1996 Annual Meeting must be received by the Company not later than
November 30, 1995.
15
<PAGE>
SHAREHOLDER PROPOSALS NOT IN THE COMPANY'S PROXY STATEMENT. Shareholders
wishing to present proposals for action at this annual meeting or at another
shareholders' meeting must do so in accordance with the Company's Bylaws. A
shareholder must give timely notice of the proposed business to the Secretary.
To be timely, a shareholder's notice must be in writing, delivered to or mailed
and received at the principal executive offices of the Company not less than 60
days nor more than 90 days prior to the meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made, notice by the shareholder, to be timely, must be received no
later than the close of business on the tenth day following the earlier of the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. For each matter the shareholder proposes to bring before
the meeting, the notice to the Secretary must include (a) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address of the
shareholder proposing such business, (c) the class and number of shares of the
Company which are beneficially owned by the shareholder and (d) any material
interest of the shareholder in such business. The officer presiding at the
meeting may, if in the officer's opinion the facts warrant, determine that
business was not properly brought before the meeting in accordance with the
Company's Bylaws. If such officer does so, such officer shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
SHAREHOLDER NOMINATIONS FOR DIRECTORS. Shareholders wishing to directly
nominate candidates for election to the Board of Directors must do so in
accordance with the Company's Bylaws by giving timely notice in writing to the
Secretary as defined above. The notice shall set forth (a) as to each person
whom the shareholder proposes to nominate (i) all information relating to such
person that is required to be disclosed in proxy solicitations pursuant to
Regulation 14A under the Securities Exchange Act of 1934, and (ii) the written
consent of such person to be named in the proxy statement as a nominee and to
serve as a director if elected; and (b) as to the shareholder giving the notice
(i) the name and address of such shareholder and (ii) the class and number of
shares of the Company which are beneficially owned by such shareholder. If the
shareholder is not a shareholder of record at the time of giving the notice,
the notice must be accompanied by appropriate documentation of the
shareholder's claim of beneficial ownership. No person shall be eligible to
serve as a director of the Company unless nominated in accordance with the
procedures set forth in the Bylaws. The officer presiding at the meeting may,
if in the officer's opinion the facts warrant, determine that a nomination was
not made in accordance with the procedures prescribed by the Bylaws. If such
officer does so, such officer shall so declare to the meeting and the defective
nomination shall be disregarded.
OTHER BUSINESS. The Board of Directors does not intend to present any
business for action of the shareholders at the meeting except the matters
referred to in this proxy statement. If any other matters should properly come
before the meeting, it is the intention of the persons named in the
accompanying form of proxy to vote thereon in accordance with their judgment on
such matters.
Whether or not you expect to be present at the meeting, please sign the
accompanying form of proxy and return it promptly in the enclosed stamped
return envelope.
By Order of the Board of Directors
Sally A. Nofziger
Vice President and Corporate
Secretary
16
<PAGE>
GRAPHICS APPENDIX LIST
----------------------
EDGAR Version Typeset Version
------------- ---------------
TX]11 X-Axis Information: Years from left to right
1989, 1990, 1991, 1992, 1993, and 1994
Y-Axis Information: Dollars from bottom to top
80, 100, 120, 140, 160, and 180
Legend Description: Solid line with diamond
data points, PacifiCorp; Short broken lines
with circle data points, S&P 500; Medium broken
lines with square data points, Top 50 Utilities
<PAGE>
PROXY PACIFICORP PROXY
The undersigned hereby appoints Frederick W. Buckman, C. Todd Conover and
Keith R. McKennon and each of them, proxies with power of substitution, to vote
in behalf of the undersigned at the Annual Meeting of Shareholders of PacifiCorp
on May 10, 1995, and at any adjournment thereof, all shares of the undersigned
in PacifiCorp. The proxies are instructed to vote as follows:*
Item 1. Election of Directors.
Nominees: Class II Kathryn A. Braun, Richard C. Edgley,
Robert G. Miller, Verl R. Topham
Class III Peter I. Wold
___ FOR all nominees listed (except as marked to the contrary above)
(to withhold your vote for any nominee
strike a line through the nominee's name in the list above)
___ WITHHOLD AUTHORITY to vote for all nominees listed.
Item 2. Approval of Deloitte & Touche LLP FOR ___ AGAINST ___ ABSTAIN ___
as auditor
(The Board of Directors recommends a vote FOR Items 1 and 2.)
*PACORP, as custodian under the Company's Dividend Reinvestment and Stock
Purchase Plan, Harris Trust and Savings Bank, as trustee under the Company's
K Plus Employee Savings and Stock Ownership Plan and Trust, and First Interstate
Bank of Utah as trustee for the Utah Power & Light Employee Savings and Stock
Purchase Plan of PacifiCorp, are instructed to execute a proxy, with identical
instructions, for any shares held for my benefit.
PLEASE SIGN ON OTHER SIDE AND RETURN PROMPTLY
<PAGE>
(Continued from other side)
The shares represented by this proxy will be voted in accordance with
instructions, if given. If no instructions are given, they will be voted for the
directors and for the auditor. The proxies may vote in their discretion as to
other matters that may come before the meeting.
Receipt is acknowledged of the notice and proxy statement relating to this
meeting.
--------------------------------------------------------------------------------
Signature Date Signature if held jointly Date
--------------------------------------------------------------------------------
IMPORTANT: Please sign exactly as name(s) To facilitate meeting
appear above. arrangements,
please indicate the
number of persons in
THIS PROXY IS SOLICITED BY THE BOARD OF your party planning to
DIRECTORS attend.
Please mark, date, sign and
return proxy card promptly.
