SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
COMDIAL CORPORATION
---------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
---------------------------------------------------
(Title of Class of Securities)
200332-10-4
------------------------------
(CUSIP Number)
Michael C. Henderson
PacifiCorp Holdings, Inc.
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
Telephone: (503) 731-2133
---------------------------------------------------
(Name, address and telephone number
of person authorized to receive
notices and communications)
August 11, 1995
-------------------------------
(Date of event which requires
filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with this statement
[ ].
<PAGE>2
SCHEDULE 13D
------------
CUSIP No. 200332-10-4
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp Holdings, Inc. (formerly Inner
-------------------------------------------
PacifiCorp, Inc.) 93-0866672.
------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only _______________________________________________
4) Source of Funds Not applicable.
--------------------------------------------
5) Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Delaware
--------------------------
7) Sole Voting Power 0
-----------------
Number of Shares 8) Shared Voting Power 907,169
Beneficially ---------------
Owned by Each
Reporting 9) Sole Dispositive Power 0
Person With ------------
10) Shared Dispositive Power 907,169
----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
907,169
------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) 11.2%
------------
14) Type of Reporting Person (See Instructions) CO
-------------------
<PAGE>3
SCHEDULE 13D
------------
CUSIP No. 200332-10-4
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp 93-0246090.
----------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only __________________________________________________
4) Source of Funds Not applicable.
-----------------------------------------------
5) Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Oregon
-------------------------
7) Sole Voting Power 0
-----------------
Number of Shares 8) Shared Voting Power 907,169
Beneficially ---------------
Owned by Each
Reporting 9) Sole Dispositive Power 0
Person With ------------
10) Shared Dispositive Power 907,169
----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
907,169
-----------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) 11.2%
------------
14) Type of Reporting Person (See Instructions) CO
-------------------
<PAGE>4
SCHEDULE 13D
------------
CUSIP No. 200332-10-4
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp Financial Services, Inc.
----------------------------------------------
93-0369681.
---------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only __________________________________________________
4) Source of Funds Not applicable.
-----------------------------------------------
5) Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Oregon
-------------------------
7) Sole Voting Power 0
-----------------
Number of Shares 8) Shared Voting Power 907,169
Beneficially ---------------
Owned by Each
Reporting 9) Sole Dispositive Power 0
Person With ------------
10) Shared Dispositive Power 907,169
----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
907,169
------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) 11.2%
------------
14) Type of Reporting Person (See Instructions) CO
-------------------
<PAGE>5
SCHEDULE 13D
------------
CUSIP No. 200332-10-4
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp Credit, Inc. 93-0896440.
----------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only __________________________________________________
4) Source of Funds Not applicable.
-----------------------------------------------
5) Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization Oregon
--------------------------
7) Sole Voting Power 0
-----------------
Number of Shares 8) Shared Voting Power 907,169
Beneficially ---------------
Owned by Each
Reporting 9) Sole Dispositive Power 0
Person With ------------
10) Shared Dispositive Power 907,169
----------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
907,169
---------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11) 1.2%
------------
14) Type of Reporting Person (See Instructions) CO
-------------------
<PAGE>6
PACIFICORP HOLDINGS, INC.
-------------------------
AMENDMENT NO. 5 TO
SCHEDULE 13D
------------------
PacifiCorp Holdings, Inc., a Delaware corporation ("PacifiCorp
Holdings"), amends its statement on Schedule 13D ("Statement") pertaining
to the Common Stock, $0.01 par value ("Common Stock"), of Comdial
Corporation, a Delaware corporation ("Comdial"), which Statement was filed
with the Securities and Exchange Commission on February 24, 1989 and
subsequently amended by Amendment No. 1 filed on July 17, 1989, Amendment
No. 2 filed on December 16, 1991, Amendment No. 3 filed on January 7, 1994
and Amendment No. 4 filed on February 28, 1994. This Amendment No. 5
("Amendment") amends the Statement to report the disposition by PacifiCorp
Credit, Inc. ("PCI"), an Oregon corporation and a wholly owned subsidiary
of PacifiCorp Financial Services, Inc. ("PFS"), an Oregon corporation and a
wholly owned subsidiary of PacifiCorp Holdings, of 2,000,000 shares of
Common Stock (the "Shares") in a public offering, and the redemption of the
remaining 750,000 shares of Series A 7 1/2% Cumulative Convertible
Redeemable Preferred Stock of Comdial ("Series A Stock"), which
transactions occurred on August 11, 1995. The other 100,000 shares of
Series A Stock formerly held by PCI were redeemed by Comdial in December of
1994. Accordingly, PCI's remaining interest in Comdial consists solely of
907,169 shares of Common Stock, which number of shares reflects a
one-for-three reverse stock split effected in August 1995. PacifiCorp, an
Oregon corporation ("PacifiCorp"), owning 100 percent of the outstanding
voting securities of PacifiCorp Holdings, and PFS and PCI, join in this
filing.
Item 2. Identity and Background.
- ------ -----------------------
The information set forth below amends and supplements the
information included under Item 2 of the Statement:
Neither PacifiCorp, PacifiCorp Holdings, PFS, nor PCI has been,
during the last five years, (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
For a current list of the executive officers and directors of
PacifiCorp Holdings and PacifiCorp, and of the directors and officers of
PFS and PCI, along with the other information required to be furnished with
respect to such executive officers and directors under this Item 2, see
Exhibit 1, which is incorporated herein by reference.
Item 4. Purpose of Transaction.
- ------ ----------------------
The information set forth below amends the supplements the
information included under Item 4 of the Statement.
PCI's remaining interest in Comdial consists solely of 907,169
shares of Common Stock. PCI continues to hold these remaining securities as
an investment and presently has no plans or proposals which relate to or
would result in any of the actions enumerated in Item 4 of the instructions
to Schedule 13D.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
The information set forth below amends and restates the
information included under Item 5 of the Statement:
(a) - (b) The aggregate number of shares of Common Stock
beneficially owned by the persons named in response to Item 2, and the
number of shares of Common Stock with respect to which there is sole power
to vote or to direct the vote, shared power to vote or to direct the vote,
sole power to dispose or to direct the disposition,
<PAGE>7
or shared power to dispose or to direct the disposition, are set forth on
Exhibit 2, which is incorporated herein by reference. Except as described
in Exhibit 2, to the knowledge of the Reporting Persons, neither PacifiCorp
Holdings, PFS, PCI, PacifiCorp nor any director or officer of any of them
is the beneficial owner of any Common Stock.
(c) Except as described in this Statement, neither PacifiCorp
Holdings, PFS, PCI, PacifiCorp nor any director or officer of any of them
has bought or sold or otherwise effected any transactions in shares of the
Common Stock during the past 60 days.
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
- ------ Relationships With Respect to Securities of the Issuer.
------------------------------------------------------
In connection with the sale by PCI of 2,000,000 shares of the
Common Stock, PCI agreed that it will not dispose of any shares of Common
Stock of the Company for a period of 180 days after August __, 1995,
without the prior written consent of Rodman & Renshaw, Inc., which acted as
the representative of the underwriters in connection with the public
offering of those shares.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
Exhibit 1, Directors and Executive Officers of
Corporations named in Item 2.
Exhibit 2, Interests in Securities of Comdial
Corporation.
Exhibit 3, Letter Agreement dated August 11, 1995
between PacifiCorp Credit, Inc. and Comdial
Corporation
DATED this 14th day of December 1995.
PACIFICORP HOLDINGS, INC.
By MICHAEL C. HENDERSON
-------------------------------------
Michael C. Henderson, President
and Chief Executive Officer
PACIFICORP FINANCIAL SERVICES, INC.
By MICHAEL C. HENDERSON
-------------------------------------
Michael C. Henderson, President
and Chief Executive Officer
PACIFICORP CREDIT, INC.
By CRAIG N. LONGFIELD
-------------------------------------
Craig N. Longfield, Senior
Vice President and Chief
Operating Officer
PACIFICORP
By MICHAEL C. HENDERSON
-------------------------------------
Michael C. Henderson, Vice
President
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
------------------------------------------------------------
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1 Directors and Executive Officers
of Corporations named in Item 2
2 Interests in Securities of
Comdial Corporation
3 Letter Agreement dated August 11,
1995 between PacifiCorp Credit,
Inc. and Comdial Corporation
<PAGE>1
Exhibit 1
DIRECTORS AND EXECUTIVE OFFICERS
OF PACIFICORP HOLDINGS, INC., PACIFICORP,
PACIFICORP FINANCIAL SERVICES, INC. AND
PACIFICORP CREDIT, INC.
(Note: footnote (*) appears at end of this Exhibit 1)
The directors and executive officers of PacifiCorp
Holdings, Inc. and PacifiCorp are as follows:
<TABLE>
PacifiCorp Holdings, Inc.
-------------------------
<CAPTION>
Name Title Principal Occupation
- ---- ----- --------------------
<S> <C> <C>
Frederick W. Buckman Director President and Chief Executive Officer
of PacifiCorp, an electric utility,
700 NE Multnomah, Suite 1600,
Portland, Oregon 97232; Chairman of
Board of PacifiCorp Holdings, Inc.,
700 NE Multnomah, Suite 1600,
Portland, Oregon 97232
C. Todd Conover Director President, The Vantage Company, 101
First Street, Suite 670, Los Altos,
California 94022
Michael C. Henderson Director, President and Vice President of PacifiCorp*;
Chief Executive Officer Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director, Chair,
President and Chief Executive Officer
of PacifiCorp Financial Services,
Inc., a financial services company
with offices at 825 NE Multnomah,
Suite 775, Portland, Oregon 97232
Nolan E. Karras Director Owner of Investment Management &
Research, Inc., an investment
advisory firm with offices at 4695
South 1900 West #3, Roy, Utah 84067
<PAGE>2
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
Financial Officer of PacifiCorp*;
Senior Vice President of PacifiCorp
Holdings, Inc.*; Senior Vice
President of PacifiCorp Financial
Services, Inc.*
Daniel L. Spalding Senior Vice President Senior Vice President of PacifiCorp*;
Senior Vice President of PacifiCorp
Holdings, Inc.*
Verl R. Topham Senior Vice President and Senior Vice President and General
General Counsel Counsel of PacifiCorp; Senior Vice
President and General Counsel of
PacifiCorp Holdings, Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*; Treasurer
of PacifiCorp Holdings, Inc.*
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*; Secretary
of PacifiCorp Holdings, Inc.*,
Secretary of PacifiCorp Financial
Services, Inc.*
Jacqueline S. Bell Controller Controller of PacifiCorp*; Controller
of PacifiCorp Holdings, Inc.*
</TABLE>
All of the directors and executive officers of Pacific Holdings,
Inc. are U.S. citizens. The business address of each individual listed
above is the address shown for the individual's principal occupation. None
of the individuals listed has been, during the last five years, (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
<PAGE>3
<TABLE>
PacifiCorp
----------
<CAPTION>
Name Title Principal Occupation
- ---- ----- --------------------
<S> <C> <C>
Kathryn A. Braun Director Executive Vice President, Western
Digital Corporation, 8105 Irvine
Center Drive, Irvine, CA 92718
Frederick W. Buckman Director, Member of Corporate President and Chief Executive
Policy Group and President Officer of PacifiCorp*
President & Chief Executive
Officer
C. Todd Conover Director President of Vantage Company, 101
First Street, Suite 670, Los
Altos, California 94022
Richard C. Edgley Director Member of Presiding Bishopric,
The Church of Jesus Christ of
Latter-day Saints, 50 East North
Temple, 18th Floor, Salt Lake
City, Utah 84150
John C. Hampton Director Chairman of Hampton Affiliates,
Inc., a forest products company
with offices at Suite 400, 9400
SW Barnes Rd., Portland, Oregon
97225
Nolan E. Karras Director Owner of Investment Management &
Research, Inc., an investment
advisory firm with offices at
4695 South 1900 West #3, Roy,
Utah 84067
Keith R. McKennon Director and Chairman Chairman of the Board of
of the Board of Directors PacifiCorp*
Robert G. Miller Director Chairman of the Board and Chief
Executive Officer of Fred Meyer,
Inc., a retail merchandising
chain, with offices at 3800 SE
22nd, Portland, Oregon 97202
Verl R. Topham Director, Senior Vice Senior Vice President and
President and General General Counsel of PacifiCorp*;
Counsel of PacifiCorp Senior Vice President and
General Counsel of PacifiCorp
Holdings, Inc.*
<PAGE>4
Don M. Wheeler Director Chairman and Chief Executive
Officer, Wheeler Machinery
Company, an equipment sales,
repair and service firm with
offices at 4901 West 2100 South,
Salt Lake City, Utah 84120
Nancy Wilgenbusch Director President, Marylhurst College,
Marylhurst, Oregon, 97036
Peter I. Wold Director President, Wold Oil & Gas
Company, an oil and gas
exploration and production
company, with offices at 139 West
Second Street, Suite 200, Casper,
Wyoming 82602
Charles E. Robinson Member of Corporate Chairman, President and Chief
Policy Group Executive Officer of Pacific
Telecom, Inc., a
telecommunications holding
company with offices at 805
Broadway, P.O. Box 9901,
Vancouver, Washington 98668
John A. Bohling Senior Vice President Senior Vice President of
PacifiCorp*
Shelley R. Faigle Senior Vice President Senior Vice President of
PacifiCorp*
Paul G. Lorenzini Member of Corporate Senior Vice President of
Policy Group and Senior PacifiCorp*
Vice President of PacifiCorp
John E. Mooney Senior Vice President Senior Vice President of
PacifiCorp*
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
and Chief Financial Officer Financial Officer of PacifiCorp*;
Senior Vice President of
PacifiCorp Holdings, Inc.*
Daniel L. Spalding Senior Vice President Senior Vice President of
PacifiCorp*; Senior Vice
President of PacifiCorp Holdings,
Inc.*
<PAGE>5
Dennis P. Steinberg Senior Vice President Senior Vice President of
PacifiCorp*
Michael C. Henderson Vice President Vice President of PacifiCorp*;
Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director, Chair,
President and Chief Executive
Officer of PacifiCorp Financial
Services, Inc.*
Thomas J. Imeson Vice President Vice President of PacifiCorp*
Robert F. Lanz Vice President Vice President of PacifiCorp*
Sally A. Nofziger Vice President & Vice President and Corporate
Corporate Secretary Secretary of PacifiCorp*;
Secretary of PacifiCorp Holdings,
Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*;
Treasurer of PacifiCorp Holdings,
Inc.*
Jacqueline S. Bell Controller Controller of PacifiCorp*;
Controller of PacifiCorp
Holdings, Inc.*
</TABLE>
All of the directors and executive officers of PacifiCorp are
U.S. citizens. The business address of each individual listed above is the
address shown for the individual's principal occupation. None of the
individuals listed has been, during the last five years, (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
_______________________
* The principal business and address of the corporation or
other organization for which the listed individual's principal
occupation is conducted is set forth at the first place at which
the name of such corporation or other organization appears in this
Exhibit 1.
<PAGE>6
<TABLE>
PacifiCorp Financial Services, Inc.
-----------------------------------
<CAPTION>
Name Title Principal Occupation
- ---- ----- --------------------
<S> <C> <C>
Michael C. Henderson Director, Chair, President Vice President of PacifiCorp,
and Chief Executive Officer Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director,
Chair, President and Chief
Executive Officer of PacifiCorp
Financial Services, Inc.*;
Director of PacifiCorp Credit,
Inc.*, 825 NE Multnomah, Suite
775, Portland, Oregon 97232
Craig N. Longfield Director, Senior Vice President Director, Senior Vice President
and Chief Operating Officer and Chief Operating Officer of
PacifiCorp Financial Services,
Inc.*; Director and President
of PacifiCorp Credit, Inc.*
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
Financial Officer of
PacifiCorp*; Senior Vice
President of PacifiCorp
Holdings, Inc.*; Senior Vice
President of PacifiCorp
Financial Services, Inc.*
Reynold Roeder Vice President Vice President of PacifiCorp
Financial Services, Inc.; Vice
President of PacifiCorp Credit,
Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp
Financial Services, Inc.;
Treasurer of PacifiCorp*;
Treasurer of PacifiCorp
Holdings, Inc.*
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*;
Secretary of PacifiCorp
Holdings, Inc.*; Secretary of
PacifiCorp Financial Services,
Inc.; Secretary of PacifiCorp
Credit, Inc.*
<PAGE>7
Peter J. Craven Controller Controller of PacifiCorp
Financial Services, Inc.*
</TABLE>
All of the directors and executive officers of PacifiCorp
Financial Services, Inc. are U.S. citizens. The business address of each
individual listed above is the address shown for the individual's principal
occupation. None of the individuals listed has been, during the last five
years, (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
<PAGE>8
<TABLE>
PacifiCorp Credit, Inc.
-----------------------
<CAPTION>
Name Title Principal Occupation
- ---- ----- --------------------
<S> <C> <C>
Michael C. Henderson Director Director of PacifiCorp Credit,
Inc.*; Vice President of
PacifiCorp*; Director,
President and Chief Executive
Officer of PacifiCorp Holdings,
Inc.*; Director, President and
Chief Executive Officer of
PacifiCorp Financial Services,
Inc.*;
Craig N. Longfield President Director and Senior Vice
President and Chief Operating
Officer of PacifiCorp Financial
Services, Inc.*; Director and
President of PacifiCorp Credit,
Inc.*
Reynold Roeder Vice President Vice President of PacifiCorp
Credit, Inc.*; Vice President
of PacifiCorp Financial
Services, Inc.*; Vice President
of PacifiCorp Credit, Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*;
Treasurer of PacifiCorp
Holdings, Inc.*; Treasurer of
PacifiCorp Financial Services,
Inc.*; Treasurer of PacifiCorp
Credit, Inc.*
<PAGE>9
Sally A. Nofziger Secretary Vice President and
Corporate Secretary of
PacifiCorp*; Secretary of
PacifiCorp Holdings, Inc.*;
Secretary of PacifiCorp
Financial Services, Inc.*;
Secretary of PacifiCorp
Credit, Inc.*
</TABLE>
All of the directors and executive officers of PacifiCorp Credit,
Inc. are U.S. citizens. The business address of each individual listed
above is the address shown for the individual's principal occupation. None
of the individuals listed has been, during the last five years, (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
*The principal business and address of the corporation or other
organization for which the listed individual's principal occupation is
conducted is set forth at the first place at which the name of such
corporation or other organization appears in this Exhibit 1.
<PAGE>1
Exhibit 2
INTERESTS IN SECURITIES OF
COMDIAL CORPORATION
The beneficial ownership interests of PacifiCorp
Holdings, PFS, PCI, PacifiCorp and the directors and officers of
each of them are described below:
PacifiCorp Holdings, Inc.
-------------------------
<TABLE>
<CAPTION>
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
<S> <C> <C>
Sole Power to Vote 0 0%
or Direct the Vote
Shared Power to 907,169 11.2%*
Vote or Direct the
Vote
Sole Power to 0 0%
Dispose or to
Direct the
Disposition
Shared Power to 907,169 11.2%*
Dispose or to
Direct the Disposal
Total 907,169 11.2%*
Beneficially
Owned
_________________________
<FN>
* Calculated using a denominator equal to 8,085,529 (based
on the number of shares of Common Stock outstanding at
December 1, 1995).
</TABLE>
<PAGE>2
PacifiCorp
----------
Because PacifiCorp controls PacifiCorp Holdings,
PacifiCorp may be deemed a beneficial owner of the Common Stock.
<TABLE>
<CAPTION>
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
<S> <C> <C>
Sole Power to Vote 0 0%
or Direct the Vote
Shared Power to 907,169 11.2%*
Vote or Direct the
Vote
Sole Power to 0 0%
Dispose or to
Direct the
Disposition
Shared Power to 907,169 11.2%*
Dispose or to
Direct the Disposal
Total 907,169 11.2%*
Beneficially
Owned
_________________________
<FN>
* Calculated using a denominator equal to 8,085,529 (based
on the number of shares of Common Stock outstanding at
December 1, 1995).
</TABLE>
<PAGE>3
PacifiCorp Financial Services, Inc.
------------------------------------
<TABLE>
<CAPTION>
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
<S> <C> <C>
Sole Power to Vote 0 0%
or Direct the Vote
Shared Power to 907,169 11.2%*
Vote or Direct the
Vote
Sole Power to 0 0%
Dispose or to
Direct the
Disposition
Shared Power to 907,169 11.2%*
Dispose or to
Direct the Disposal
Total 907,169 11.2%*
Beneficially
Owned
_________________________
<FN>
* Calculated using a denominator equal to 8,085,529 (based
on the number of shares of Common Stock outstanding at
December 1, 1995).
</TABLE>
<PAGE>4
PacifiCorp Credit, Inc.
-----------------------
<TABLE>
<CAPTION>
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
<S> <C> <C>
Sole Power to Vote 0 0%
or Direct the Vote
Shared Power to 907,169 11.2%*
Vote or Direct the
Vote
Sole Power to 0 0%
Dispose or to
Direct the
Disposition
Shared Power to 907,169 11.2%*
Dispose or to
Direct the Disposal
Total 907,169 11.2%*
Beneficially
_______________________
<FN>
* Calculated using a denominator equal to 8,085,529 (based
on the number of shares of Common Stock outstanding at
December 1, 1995).
</TABLE>
<PAGE>5
Michael C. Henderson
---------------------
<TABLE>
<CAPTION>
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
<S> <C> <C>
Sole Power to Vote 3,333* **
or Direct the Vote
Shared Power to 0 0%
Vote or Direct the
Vote
Sole Power to 3,333* **
Dispose or to
Direct the
Disposition
Shared Power to 0 0%
Dispose or to
Direct the Disposal
Total 3,333* **
Beneficially
Owned
_________________________
<FN>
* Shares issuable upon the exercise of stock options.
** Less than one percent. Calculated using a denominator
equal to 8,085,529 (based on the number of shares of Common Stock
outstanding at December 1, 1995).
</TABLE>
<PAGE>1
Exhibit 3
August 11, 1995
RODMAN & RENSHAW, INC.
One Liberty Plaza, 31st Floor
165 Broadway
New York, New York 10006
As Representative of the
Several Underwriters
Ladies and Gentlemen:
In order to induce Rodman & Renshaw, Inc., as representative (the
"Representative") of the several underwriters, to enter into an
underwriting agreement with respect to the public offering (the "Offering")
of shares (the "Shares") of the common stock, par value $.01 per share (the
"Common Stock"), of Comdial Corporation, a Delaware corporation (the
"Company"), the undersigned agrees for the benefit of the Company and the
Representative that, for a period of 180 days from the effective date of
the Offering, the undersigned will not, without the prior written consent
of the Representative, offer, pledge, sell, transfer, assign, contract to
sell, grant any option for the sale of, or otherwise dispose of, directly
or indirectly, either pursuant to Rule 144 of the regulations under the
Securities Act of 1933, as amended, or otherwise, any shares of the Common
Stock of the Company, or any security or other instrument which by its
terms is convertible into, exercisable for, or exchangeable for shares of
the Common Stock beneficially owned by the undersigned.
In order to enable you to enforce the aforesaid covenants, the
undersigned hereby consents to the placing of legends upon, and
stop-transfer orders with the transfer agent of the Company's securities
with respect to, any shares of Common Stock registered in the undersigned's
name or beneficially owned by the undersigned.
The Company agrees to instruct the transfer agent to place such
legends and stop-transfer orders and not to authorize the transfer agent to
transfer any shares without the consent of the Representative as set forth
herein.
<PAGE>2
Rodman & Renshaw, Inc.
August 11, 1995
The undersigned understands that the Company and the Representative
will rely upon this letter if they proceed with the Offering.
The provisions of this agreement shall be binding upon the undersigned
and the successors, assigns, heirs, and personal representatives of the
undersigned.
Very truly yours,
PACIFICORP CREDIT, INC.
CRAIG N. LONGFIELD
------------------------------------
Name: Craig N. Longfield
Title: President
Accepted and Agreed:
COMDIAL CORPORATION
By: WAYNE R. WILVER
------------------------
Name: Wayne R. Wilver
Title: Comdial Corporation
