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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
July 14, 1995
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 1-5152 93-0246090
(State of Incorporation) (Commission (I.R.S. Employer
File No.) Identification No.)
700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 731-2000
No Change
(Former Name or Former Address, if changed since last report)
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Item 5. OTHER EVENTS
Information contained in the news release issued by PacifiCorp and
its 87% owned subsidiary, Pacific Telecom, Inc. ("Pacific Telecom"), on
July 14, 1995 regarding certain developments in connection with PacifiCorp
Holdings, Inc.'s proposed acquisition of the minority interest of Pacific
Telecom is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibit
99. PacifiCorp and Pacific Telecom news release issued
July 14, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFICORP
(Registrant)
By: DANIEL L. SPALDING
_________________________________
Daniel L. Spalding
Senior Vice President
Date: July 18, 1995
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EXHIBIT 99
PacifiCorp: Pacific Telecom:
Chris Hunter: (503) 731-2090 Brian M. Wirkkala: (360) 905-5800
Scott Hibbs: (503) 731-2123
FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS..July 14, 1995
PROPOSED PACIFIC TELECOM MERGER TRANSACTION DELAYED
___________________________________________________
PacifiCorp (NYSE: "PPW") and Pacific Telecom, Inc. (Nasdaq National
Market: "PTCM") announced today that, consistent with Pacific Telecom's
acquisition strategy, Pacific Telecom is currently engaged in discussions
concerning potential transactions involving the acquisition of additional
rural local exchange assets. In view of the possible transactions, the
financial advisors retained by the Special Committee of the Board of Directors
of Pacific Telecom in connection with the pending acquisition of the minority
interest of Pacific Telecom are reviewing certain aspects of one of the
proposed acquisitions and are considering its effect, if any, on their
opinions concerning the fairness, from a financial point of view, of the
consideration to be received by the minority shareholders in the proposed
merger. It is a condition to Pacific Telecom's obligation to consummate the
merger that neither of the fairness opinions shall have been modified,
withdrawn or revoked at the time of the mailing of the proxy statement
relating to Pacific Telecom's annual meeting of shareholders at which the
proposed merger will be considered. Finalization of the proxy statement will
be delayed pending the outcome of this review.
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The Special Committee has proposed to PacifiCorp Holdings that, in
view of the proposed transaction, PacifiCorp Holdings consider increasing the
amount of the merger consideration. PacifiCorp Holdings has advised the
Special Committee that PacifiCorp Holdings is prepared to consummate the
proposed merger on the terms set forth in the merger agreement between the
parties, including the stated price of $30.00 per share, and does not intend
to increase the amount of the merger consideration.
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