<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1995
REGISTRATION NO. 33-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon 93-0246090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
700 NE Multnomah
Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Richard T. O'Brien
Senior Vice President
700 NE Multnomah
Suite 1600
Portland, OR 97232-4116
(503) 731-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
It is respectfully requested that the Commission send
copies of all notices, orders and communications to:
Stoel Rives
700 NE Multnomah, Suite 950
Portland, Oregon 97232-4109
(503) 294-9100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As promptly as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. /x/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
___________________________
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
===========================================================================
<CAPTION>
Proposed
Proposed maximum
Title of each Amount maximum aggregate Amount of
class of securities to be offering price offering registration
to be registered to be registered per share* price* fee*
_________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 15,000,000 shares $18 3/8 $275,625,000 $95,043.10
=========================================================================================================
<FN>
*Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. The calculation of the registration fee is based on $18 3/8, which was the
average of the high and low prices of the Common Stock on August 22, 1995, as reported in The Wall
________
Street Journal for New York Stock Exchange listed securities.
______________
</FN>
</TABLE>
<PAGE>
PACIFICORP
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (Plan) of PacifiCorp
(Company) provides holders of the Company's Common Stock and Preferred
Stock and employees of the Company with a convenient way of reinvesting
cash dividends and investing optional cash payments in shares of Common
Stock.
Under the Plan, holders of the Company's Common Stock and Preferred
Stock (a) may automatically reinvest cash dividends on all or a portion of
their shares in Common Stock and (b) may invest in additional shares of
Common Stock by making optional cash payments. Employees of the Company
may make optional cash payments through payroll deduction. Participants in
the Plan may also elect to deposit shares of Common Stock and Preferred
Stock into their Plan accounts for safekeeping and cash dividends paid on
such securities will be automatically reinvested. The shares of Common
Stock purchased under the Plan with reinvested dividends and optional cash
payments will, at the election of the Company, be newly issued shares,
shares purchased in the open market by an independent agent (Agent), or any
combination of the foregoing. The Agent will be an entity independent of
the Company that the Company may from time to time designate. Fees charged
to the account of participants will vary depending upon the source of the
shares purchased under the Plan. The Company administers the Plan and is
custodian of the Plan shares.
If shares of Common Stock are purchased by the Plan from the Company,
the price of the shares will be the average of the high and low sale prices
of the Common Stock as reported in The Wall Street Journal report of
_______________________
NYSE-Composite Transactions for each of the five New York Stock Exchange
(NYSE) trading days ending with the date the investment is made. If the
Company elects not to sell shares to the Plan on an investment date,
purchases will be made by the Agent in market or negotiated transactions at
such price as the Agent may determine.
Participants will incur no administrative charge in connection with
transactions under the Plan. Participants will generally incur no
brokerage commissions on purchases of newly issued shares of Common Stock
under the Plan, but for purchases of newly issued shares for which the
Company has made corresponding purchases Participants will be charged an
amount equal to $.10 per share. If shares are purchased by the Agent in
market transactions, all brokerage commissions, service charges and costs
relating to the purchase will be charged to Participants. A Participant
may also incur brokerage commissions and other expenses upon the sale by
the Agent of shares for such Participant's account upon termination of
participation in the Plan.
The Plan does not change the Company's dividend policy, which will
continue to depend upon future earnings, financial requirements and other
factors. Shareholders who do not wish to participate in the Plan receive
cash dividends, as declared and paid, by check or other means approved by
the Company. Shareholders who wish to participate in the Plan only with
respect to a portion of their shares continue to receive cash dividends
with respect to their remaining shares, as declared and paid.
Optional cash payments under the Plan may be in varying amounts, but
must be at least $25 per payment and may not exceed a total of $25,000 per
quarter.
Shareholders who wish to participate in the Plan with respect to all
or a portion of their shares may enroll in the Plan by completing and
returning the Authorization to Participate. Employees of the Company who
are not shareholders may enroll in the Plan by completing and returning the
Authorization to Participate and may make optional cash payments by
submitting an Employee Payroll Deduction Request to the Company's Payroll
Department or by sending cash payments to the administrator with a letter
of instruction to invest such payment. Authorizations to Participate
should be returned to PacifiCorp, Corporate Shareholder Services,
Attention: Dividend Reinvestment and Stock Purchase Plan, 700 N.E.
Multnomah, Suite 700, Portland, Oregon 97232. The terms and conditions
governing the Plan are described in this Prospectus, which should be read
carefully and retained for future reference.
Outstanding shares of the Company's Common Stock are, and the
additional shares offered will be, listed on the New York and Pacific Stock
Exchanges.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is August 24, 1995
<PAGE>2
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
____________________
AVAILABLE INFORMATION
THE COMPANY IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (EXCHANGE ACT), AND IN
ACCORDANCE THEREWITH FILES REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION (COMMISSION). SUCH REPORTS AND OTHER
INFORMATION (INCLUDING PROXY AND INFORMATION STATEMENTS) FILED BY THE
COMPANY CAN BE INSPECTED AND COPIED AT PUBLIC REFERENCE FACILITIES
MAINTAINED BY THE COMMISSION AT 450 FIFTH STREET, N.W., ROOM 1024,
WASHINGTON, D.C. 20549, AND AT THE FOLLOWING REGIONAL OFFICES OF THE
COMMISSION: NEW YORK REGIONAL OFFICE, 7 WORLD TRADE CENTER, 13TH FLOOR,
NEW YORK, NEW YORK 10048, AND CHICAGO REGIONAL OFFICE, 500 W. MADISON
STREET, 14TH FLOOR, CHICAGO, ILLINOIS 60661. COPIES OF SUCH MATERIAL CAN
BE OBTAINED FROM THE PUBLIC REFERENCE SECTION OF THE COMMISSION AT 450
FIFTH STREET, N.W., WASHINGTON, D.C. 20549, UPON PAYMENT OF THE PRESCRIBED
RATES. THE COMMON STOCK OF THE COMPANY IS LISTED ON THE NEW YORK STOCK
EXCHANGE AND THE PACIFIC STOCK EXCHANGE. REPORTS, PROXY STATEMENTS AND
OTHER INFORMATION CONCERNING THE COMPANY CAN BE INSPECTED AT THEIR
RESPECTIVE OFFICES: NEW YORK STOCK EXCHANGE, 20 BROAD STREET, NEW YORK,
NEW YORK 10005, AND PACIFIC STOCK EXCHANGE, 301 PINE STREET, SAN FRANCISCO,
CALIFORNIA 94104.
THIS PROSPECTUS CONSTITUTES A PART OF A REGISTRATION STATEMENT ON FORM
S-3 (TOGETHER WITH ALL AMENDMENTS AND EXHIBITS THERETO, THE "REGISTRATION
STATEMENT") FILED BY THE COMPANY WITH THE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (SECURITIES ACT). THIS PROSPECTUS DOES NOT CONTAIN
ALL OF THE INFORMATION INCLUDED IN THE REGISTRATION STATEMENT, CERTAIN
PARTS OF WHICH ARE OMITTED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF
THE COMMISSION. STATEMENTS CONTAINED HEREIN CONCERNING THE PROVISIONS OF
ANY DOCUMENT DO NOT PURPORT TO BE COMPLETE AND, IN EACH INSTANCE, ARE
QUALIFIED IN ALL RESPECTS BY REFERENCE TO THE COPY OF SUCH DOCUMENT FILED
AS AN EXHIBIT TO THE REGISTRATION STATEMENT OR OTHERWISE FILED WITH THE
COMMISSION. EACH SUCH STATEMENT IS SUBJECT TO AND QUALIFIED IN ITS
ENTIRETY BY SUCH REFERENCE. REFERENCE IS MADE TO THE REGISTRATION
STATEMENT, INCLUDING THE EXHIBITS THERETO, FOR FURTHER INFORMATION WITH
RESPECT TO THE COMPANY AND THE SECURITIES OFFERED HEREBY.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by
reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Amendment No. 1 on Form 10-K/A filed
with the Commission on April 28, 1995 and Amendment No. 2 on Form
10-K/A filed with the Commission on June 22, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1995;
(3) The Company's Current Reports on Form 8-K dated March 9,
March 31, April 11 and July 14, 1995; and
(4) The description of the Common Stock contained in the Company's
registration under Section 12 of the Exchange Act, including any
amendment or report updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering of the securities offered hereby shall
be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents (such documents, and
the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"; provided, however, that the documents enumerated
above or subsequently filed by the Company pursuant to Section 13 or 14 of
the Exchange Act prior to the filing of the Company's Annual Report on Form
10-K for the current fiscal year with the Commission shall not be
Incorporated Documents or be incorporated by reference in this Prospectus
or be a part hereof from and after such filing of such Annual Report on
Form 10-K).
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE INCORPORATED DOCUMENTS ARE NOT PRESENTED IN THIS PROSPECTUS OR
DELIVERED HEREWITH. THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT
CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED DOCUMENTS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN. REQUESTS SHOULD BE DIRECTED TO
PACIFICORP, CORPORATE SHAREHOLDER SERVICES, 700 NE MULTNOMAH, SUITE 1600,
PORTLAND, OREGON, 97232; TELEPHONE NUMBER (800) 233-5453. THE INFORMATION
RELATING TO THE COMPANY CONTAINED IN THIS PROSPECTUS DOES NOT PURPORT TO BE
COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN
THE INCORPORATED DOCUMENTS.
<PAGE>3
THE COMPANY
The Company is an electric utility that conducts a retail electric
utility business through Pacific Power & Light Company (Pacific Power) and
Utah Power & Light Company (Utah Power), and engages in power production
and sales on a wholesale basis under the name PacifiCorp. The Company is
the indirect owner, through PacifiCorp Holdings, Inc. (a wholly-owned
subsidiary), of 86.6% of Pacific Telecom, Inc. (Pacific Telecom) and 100%
of each of Pacific Generation Company (PGC) and PacifiCorp Financial
Services (PFS). Reference is made to the Incorporated Documents for
information concerning a proposed merger transaction that would increase
the Company's ownership interest in Pacific Telecom to 100%.
The Company furnishes electric service in portions of seven western
states: California, Idaho, Montana, Oregon, Utah, Washington and Wyoming.
Pacific Telecom, through its subsidiaries, provides local telephone service
and access to the long distance network in Alaska, seven other western
states and three midwestern states, provides cellular mobile telephone
services, and is engaged in sales of capacity in and operation of a
submarine fiber optic cable between the United States and Japan. PGC is
engaged in the independent power production and cogeneration business. PFS
plans to continue to sell portions of its loan, leasing and real estate
investments.
The principal executive offices of the Company are located at 700 NE
Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is
(503) 731-2000.
DESCRIPTION OF THE PLAN
PURPOSE
The purpose of the Plan is to provide holders of the Company's Common
Stock (Common Stock) and its 5% Preferred Stock, Serial Preferred Stock and
No Par Serial Preferred Stock (collectively, Preferred Stock) and employees
of the Company with a convenient way of reinvesting cash dividends and
investing optional cash payments in shares of Common Stock. Under the
Plan, holders of Common Stock may reinvest cash dividends on all or a
portion of their shares of Common Stock in shares of Common Stock. Holders
of Preferred Stock may reinvest the cash dividends on all or a portion of
their shares of Preferred Stock in shares of Common Stock under the terms
of the Plan, but not in additional shares of Preferred Stock. Employees of
the Company may make optional cash payments through payroll deduction.
Participants in the Plan may elect to deposit shares of Common Stock and
Preferred Stock into their Plan accounts for safekeeping, and cash
dividends paid on such securities will be automatically reinvested in
shares of Common Stock. The shares of Common Stock purchased under the
Plan with reinvested cash dividends and optional cash payments will, at the
election of the Company, be newly issued shares, shares purchased in the
open market by an independent agent or any combination of the foregoing.
Net proceeds from the sale by the Company of shares of Common Stock
pursuant to the Plan will be used for general corporate purposes.
ADMINISTRATION
The Company, or at its option its duly appointed agent, acts as the
Administrator of the Plan (Administrator). The Administrator maintains
records, sends statements of account to Participants and performs other
duties relating to the Plan. The Company, or at its option its duly
appointed agent, acts as Custodian of the Plan (Custodian) to hold shares
acquired under the Plan and shares deposited into the Plan for the account
of Participants and to act for Participants in delivering shares held under
the Plan to the stock transfer agent and registrar for reissuance to
Participants upon withdrawal of shares or termination of participation in
the Plan. The Company is currently the transfer agent and registrar for
the Common Stock and the Preferred Stock.
The Agent, as designated from time to time by the Company, will act
for Participants in making purchases of shares of Common Stock for their
Plan account in the open market, if shares are to be purchased in the open
market, and will act for Participants in making sales of shares of Common
Stock in the open market for their account, if so requested by Participants
with accounts holding less than 100 full shares in their notice terminating
participation in the Plan.
PARTICIPATION--DIVIDEND REINVESTMENT
Holders of record of shares of the Company's Common Stock, Preferred
Stock, or both, are eligible to participate in the dividend reinvestment
portion of the Plan with respect to shares so held and become Plan
"Participants." Employees who are not shareholders may enroll in the Plan
through the optional cash payment portion of the Plan and will thereby
become Participants. Owners of the Company's stock whose shares are
registered in the name of an Individual Retirement Account custodian may
also become Participants through appropriate arrangements with the
Administrator. Any other owners of the Company's stock must first become
holders of record by having those shares transferred into their own names
in order to participate in the dividend reinvestment portion of the Plan
with respect to the shares.
An eligible shareholder may become a Participant in the dividend
reinvestment portion of the Plan at any time by signing and returning an
"Authorization to Participate." Reinvestment of dividends will not relieve
__________________________________________
Participants of any liability for taxes that may be otherwise payable on
________________________________________________________________________
such dividends.
______________
Those shareholders who do not wish to participate in the Plan will
receive cash dividends, as declared and paid, by check or such other means
as are approved from time to time by the Company.
If an Authorization to Participate specifying reinvestment of
dividends is received by the Administrator on or before the record date
established for the payment of a particular dividend, reinvestment will
commence with that
<PAGE>4
dividend payment. "Dividend Payment Dates" normally are February 15,
May 15, August 15 and November 15 of each year. The record date normally
precedes the Dividend Payment Date by 15 to 30 days. If the Authorization
to Participate is received by the Administrator after the record date
established for the payment of a particular dividend, the reinvestment of
dividends will not begin until the Dividend Payment Date following the next
record date.
By checking the appropriate box or boxes on the Authorization to
Participate, a shareholder may elect to reinvest the dividends paid on all
or any portion of the shares of the Company's Common Stock or Preferred
Stock, or both, held in the name of the shareholder (i.e., outside of the
Plan). Cash dividends paid on all shares of Common Stock and Preferred
_______________________________________________________________
Stock held under the Plan (including shares deposited by a Participant for
__________________________________________________________________________
safekeeping) are reinvested.
___________________________
PARTICIPATION--OPTIONAL CASH PAYMENTS
Any Participant may make optional cash payments from time to time.
Other beneficial owners of the Company's Common Stock, Preferred Stock, or
both, may also make optional cash payments under the Plan and become
"Participants" if they provide appropriate evidence of such ownership to
the Administrator and complete an Authorization to Participate. Employees
of the Company who are not shareholders at the time they enroll in the Plan
may become Participants in the Plan by executing an Authorization to
Participate and may make optional cash payments by submitting an Employee
Payroll Deduction Request to the Company's Payroll Department or by sending
cash payments to the Administrator with a letter of instruction to invest
such payments. Such optional cash payments will be invested in shares of
the Company's Common Stock in accordance with the Plan. Optional cash
payments may be made at any time and from time to time in varying amounts;
each payment must be at least $25 and may not exceed a total of $25,000 per
Quarter. A "Quarter" is the period of time from one Dividend Payment Date
up to the next Dividend Payment Date.
Optional cash payments may be made by remitting such payments to the
Administrator with an Authorization to Participate or with a letter of
instructions to invest the payments. After receipt of the first statement
of account, cash payments should be accompanied by the optional cash
payment form attached to such statement.
The Employee Payroll Deduction Request authorizes the Company to make
payroll deductions of not less than $25 per semimonthly pay period nor more
than $25,000 per quarter and to use such deductions for the purchase of
shares of the Company's Common Stock pursuant to the Plan. Amounts
deducted from an employee's pay on a payroll deduction date that coincides
with an Investment Date will be invested on that date. Amounts deducted
from an employee's pay on a payroll deduction date other than an Investment
Date will be accumulated and invested on the next Investment Date.
Employees may, at any time, increase or decrease, within the above limits,
the amount of such deductions by submitting a new Employee Payroll
Deduction Request to the Company's Payroll Department, and any such
increase or decrease will be effective with the pay period following
receipt by the Company's Payroll Department of such notice. Payroll
deduction authorizations previously executed by employees will remain in
effect unless the Company's Payroll Department is otherwise notified by the
Participant, and any cancellation of a payroll deduction authorization will
be effective with the pay period following receipt by the Company's Payroll
Department of such notice. Employees may also make optional cash payments
in the same manner as other Participants; provided, however, that the total
amount of payroll deductions and additional optional cash payments may not
exceed $25,000 in any Quarter.
Optional cash payments received by the Administrator on or before the
close of business on an Investment Date will be invested on that Investment
Date, if shares are purchased directly from the Company, or as promptly as
possible thereafter, if shares are acquired in the market. The "Investment
Date" is the fifteenth day of each month except that in any month in which
there is a payment of dividends on the Company's Common Stock or Preferred
Stock, the Investment Date shall be the Dividend Payment Date. No interest
is paid by the Company on optional cash payments, including accrued payroll
deductions.
In order to invest an optional cash payment on an Investment Date, a
completed Authorization to Participate must be either on file with the
Administrator or received by the Administrator on or before the close of
________
business on that Investment Date.
If the Company elects not to sell shares on an Investment Date that
occurs in a record date month for dividends, open market purchases by the
Agent for the Participants will normally be made when the Common Stock is
traded ex-dividend. This means that Participants will normally not receive
______________________________________________________
such dividends on the shares so purchased.
_________________________________________
The Administrator will refund an optional cash payment that has not
been invested if a Participant's written request for refund is received by
the Administrator prior to an Investment Date.
The Company has reserved the right, without prior notice to
Participants, to suspend, modify or eliminate the optional cash payment
feature of the Plan. If this feature is suspended or eliminated, any
optional cash payments held or received by the Company on or after the
effective date of the suspension or elimination will be returned to
Participants without interest.
AUTOMATIC REINVESTMENT OF DIVIDENDS ON PLAN SHARES
AND SUBSEQUENT PURCHASES OR DISPOSITIONS OF STOCK
As the record holder for Participants in the Plan, the Custodian or
its nominee receives dividends on the Dividend Payment Date for all shares
of Common Stock or Preferred Stock held under the Plan as of the dividend
record date. Such dividends are automatically invested in additional
shares of Common Stock, either through the
<PAGE>5
acquisition by the Plan of newly issued shares or through purchases by the
Agent in the market, and the Administrator credits such dividends to the
Participants' accounts on the basis of the full shares and fractions of
shares held thereunder.
If a Participant desires to discontinue reinvestment of dividends on
all or a portion of shares of Common Stock or Preferred Stock held under
the Plan in a Participant's account, the Participant may withdraw any whole
number of those shares from the Plan and be issued certificates therefor
(see "Withdrawal of Plan Shares" on page 6 for detailed information
regarding this action) or, in the event of termination of participation in
the Plan by a Participant whose account contains less than 100 whole shares
of Common Stock, may direct the Administrator to instruct the Agent to sell
all such whole shares for such Participant's account.
Cash dividends on shares of Common Stock, Preferred Stock, or both,
purchased by a Participant outside of the Plan subsequent to the filing of
an Authorization to Participate will be reinvested under the Plan only if
the Participant has elected to have the dividends on all previously owned
___
shares of Common Stock, Preferred Stock, or both, reinvested under the Plan
or, if the Participant elects, by notice to the Administrator, to have the
dividends on all or any portion of the newly purchased shares reinvested
under the Plan.
If a Participant has elected to reinvest the dividends on all or a
portion of the shares of Common Stock or Preferred Stock held outside the
Plan and subsequently disposes of a portion of the shares held, unless the
Administrator is otherwise notified, dividends will continue to be
reinvested on the number of shares indicated on the Authorization to
Participate or on the balance of the shares held by the Participant,
whichever is less.
COSTS
Participants will incur no administrative charge in connection with
transactions under the Plan. Participants will generally incur no
brokerage commissions on purchases of newly issued shares of Common Stock
under the Plan, but for purchases of newly issued shares for which the
Company has made corresponding purchases, will be charged an amount equal
to $.10 per share. If shares are purchased by the Agent in market
transactions, all brokerage commissions, service charges and costs relating
to the purchase will be charged to Participants. A Participant may also
incur brokerage commissions and other expenses upon the sale by the Agent
of shares for such Participant's account upon termination of participation
in the Plan.
PURCHASES AND PRICE OF THE SHARES
Unless the Company makes the election not to sell shares as described
below, the Plan will acquire shares for Participants by purchasing from the
Company shares of Common Stock (for which the Company may have made, at its
election, corresponding purchases of Common Stock in the market or
otherwise) at a price equal to the average of the daily high and low sale
prices of the Common Stock as reported in The Wall Street Journal report of
_______________________
NYSE-Composite Transactions for each of the five NYSE trading days ending
with the Investment Date as of which such purchase is made (or the next
preceding day on which the Common Stock was traded on the NYSE, if it is
not traded on the NYSE on the Investment Date). If, prior to any
Investment Date, the Company determines that it will not sell shares of
Common Stock to the Plan on such Investment Date, the funds to be invested
will be delivered to the Agent for the purchase of Common Stock in the
market. Purchases with respect to such Investment Date will be made on any
securities exchange where such shares are traded, in the over-the-counter
market or by negotiated transactions and may be on such terms as to price,
delivery and otherwise as the Agent may determine. Upon completion of any
purchases pursuant to the preceding sentence, the Agent will advise the
Administrator of the number of shares of Common Stock acquired and the
aggregate price paid therefor. Information concerning the Company's
election will be included in each Participant's next statement of account.
Purchases of Common Stock from other than the Company will be made as
promptly as possible on or after the Investment Date and may occur over
such periods of time as are consistent with the provisions of the federal
securities laws. If the Agent is unable to purchase shares in the market
in respect of any Investment Date, or if such purchase is, in the opinion
of the Company, otherwise inadvisable, the Company will pay or return to
Participants the dividends and optional cash payments that otherwise would
have been invested, without interest.
Each Participant's account will be credited with that number of
shares, including fractions computed to four decimal places, equal to the
amounts to be invested divided by the applicable purchase price. Shares
will be allocated and credited to Participants' accounts as follows: (1)
shares purchased from the Company will be allocated and credited on the
appropriate Investment Date and (2) shares purchased in market transactions
will be allocated and credited as of the date on which the Agent advises
the Administrator of the aggregate number of shares purchased. Depending
on the Company's election, Participants may be credited with authorized but
unissued shares (for which corresponding purchases may or may not have been
made) or shares purchased in market transactions or a combination thereof.
In the event of any such combination of credited shares, the price of the
shares and any related charges will be determined on a pro rata basis.
Provisions applicable to foreign shareholders are set forth below
under the heading "Foreign Shareholders Subject to Income Tax Withholding."
REPORTS TO PARTICIPANTS
Each Participant in the Plan will receive a quarterly statement of
account prepared as of each Dividend Payment Date, and Participants will
also receive statements prepared as of other Investment Dates if they have
made optional cash payments relating to those dates. These statements are
a continuing record of the cost of each Participant's purchases and should
be retained for income tax purposes.
<PAGE>6
CERTIFICATES FOR SHARES OF COMMON STOCK AND PREFERRED STOCK
Shares of Common Stock purchased under the Plan are registered in the
name of the Custodian or its nominee, as custodian for Participants in the
Plan.
A Participant may elect to deposit shares of the Company's Common
Stock or Preferred Stock registered in the Participant's name into the
Participant's Plan account for safekeeping. Any lost certificates must be
replaced before a Participant may deposit the shares represented by such
certificates. Dividends on all shares deposited for safekeeping will be
automatically reinvested. Certificates representing shares to be deposited
for safekeeping should be sent, together with a completed Safekeeping
Authorization Letter, by registered mail to the Custodian.
Accounts under the Plan are maintained in the names in which shares of
stock of Participants are registered on the Company's records. In the case
of employees who are not shareholders at the time they enroll in the Plan,
accounts under the Plan will be maintained in the employee's name or in a
joint tenancy registration that includes the employee's name. Certificates
for whole shares are similarly registered when issued to Participants.
Shares credited to the account of a Participant under the Plan may not
be pledged.
DISCONTINUATION OR CHANGE OF ELECTION
A Participant may discontinue the reinvestment of dividends or change
an election under the Plan by notice to the Administrator in writing to
such effect. Notices received on or prior to any dividend record date will
be effective to discontinue or modify dividend reinvestment as of the
related Dividend Payment Date. Dividends on shares held under the Plan are
reinvested until such shares are withdrawn from the Participant's account
or sold by the Agent for such Participant's account (see below).
An employee may cancel the employee's payroll deduction at any time
and remain in the Plan by sending a written request to the Company's
Payroll Department. If an employee terminates the employee's employment
with the Company, the employee will continue to participate in the Plan as
a shareholder unless termination of participation in the Plan is requested
by the employee in writing, which request must be delivered to the Plan
Administrator. (See "Termination.")
WITHDRAWAL OF PLAN SHARES
Certificates for all or any number of the whole shares held under the
Plan will be issued to a Participant upon the written request of such
Participant received by the Administrator.
Any fraction of a share of Common Stock withdrawn will be liquidated
at the average purchase price effective for shares purchased under the Plan
for the Investment Date first preceding the day such withdrawal notice is
received by the Administrator. A check for such liquidated amount together
with certificates for whole shares of Common Stock and Preferred Stock held
in a Participant's account will be mailed directly to the withdrawing
Participant by the Administrator. Certificates for fractions of shares
will not be issued under any circumstance.
If a Participant disposes of all shares of Company stock for which
such Participant holds certificates, unless all shares held under the Plan
are also withdrawn, dividends will continue to be reinvested on the shares
held in such Participant's Plan account.
TERMINATION
Participation in the Plan may be terminated by a Participant at any
time by written notice to the Administrator. Such notice will be effective
upon receipt, except that if such notice is received on or after any
dividend record date, settlement as to the Participant's portion, if any,
of the dividend to be invested as of the related Dividend Payment Date need
not be made until after completion of such investment on behalf of the
Participant. An employee Participant's payroll deduction authorization
will be cancelled effective with the pay period following a receipt of
notice by the Company's Payroll Department.
Upon termination, a Participant will receive a certificate or
certificates for the full shares credited to or deposited in such
Participant's account at the close of business on the date of receipt of
the termination notice by the Administrator, unless, with respect to any
Participant whose account holds less than 100 whole shares of Common Stock,
such Participant shall have specified sale of all of such whole shares in
the notice of termination. No sales of Common Stock will be made under the
Plan on behalf of terminating Participants whose accounts contain 100 or
more whole shares of Common Stock, and no sales will be made of Preferred
Stock held in a Participant's account. If sale of all whole shares for any
account containing less than 100 whole shares of Common Stock is specified
in the notice of termination, such sale shall be made by the Agent as set
forth below following receipt by the Agent from the Administrator of
instructions to do so, and the proceeds of sale, less brokerage commissions
and other expenses, if any, shall be paid to such Participant by the
Administrator. (Such sale may, but need not, be made by purchase for
investment under the Plan at the closing market price on the date of
receipt of the termination notice.) Shares that are to be sold may be
aggregated with those of other terminating Participants, in which case the
proceeds to each terminating Participant will be based on the average sales
price, less commissions and other expenses. With respect to any fractional
share interest, cash will be paid in an amount determined by reference to
the sales price to be paid to the Participant for whole shares or, if no
shares are to be sold for the account of the Participant, in the same
manner as provided with respect to payments for fractional shares withdrawn
from the Plan. Sales of shares for Participants under the Plan generally
occur on
<PAGE>7
or about the fifth day of each month in which the Company does not pay a
dividend, currently January, March, April, June, July, September, October
and December.
VOTING
Each Participant has the right and will be given the opportunity to
direct the voting of all shares held under the Plan in the Participant's
account on any matter submitted to a vote of the shareholders.
ADDRESSES OF ADMINISTRATOR AND CUSTODIAN
All Authorizations to Participate, optional cash payments, notices of
withdrawal and other communications with the Administrator should be sent
to:
PacifiCorp
Corporate Shareholder Services
Attention: Dividend Reinvestment and
Stock Purchase Plan
700 NE Multnomah
Suite 700
Portland, Oregon 97232
Certificates representing shares of Common Stock and Preferred Stock to be
deposited into the account of a Participant for safekeeping, Safekeeping
Authorization Letters and other communications with the Custodian relating
to certificate safekeeping should also be sent to the above address.
If the Company appoints an agent as Administrator or Custodian, such
correspondence should be sent to the then applicable address.
RESPONSIBILITY OF THE COMPANY, THE ADMINISTRATOR AND THE CUSTODIAN UNDER
THE PLAN
The Company, the Administrator and the Custodian, in administering the
Plan, are not liable for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability
arising out of failure to terminate a Participant's account upon such
Participant's death prior to receipt of notice in writing of such death.
FOREIGN SHAREHOLDERS SUBJECT TO INCOME TAX WITHHOLDING
Foreign persons, such as foreign corporations, trusts and estates and
individuals who are not citizens or residents of the United States, whose
dividends are subject to U.S. federal income tax withholding may elect to
participate in the Plan. Dividends paid in respect of shares of foreign
Participants will be reinvested in Common Stock in an amount equal to the
dividends paid on the shares with respect to which reinvestment is to be
made less the amount of tax required to be withheld, to the extent
____
permitted by law. The regular statements of account confirming purchases
made for such Participants will indicate the amount of tax withheld.
INTERPRETATION AND REGULATION OF THE PLAN; MODIFICATION OR TERMINATION OF
PLAN
The Company reserves the right to interpret and regulate the Plan as
it deems necessary or desirable in connection with its operation. The
Company also reserves the right to modify, suspend or terminate the Plan at
any time. Participants will be notified of any such modification,
suspension or termination.
FEDERAL INCOME TAX MATTERS
The following is a brief summary of some of the principal federal
income tax considerations applicable as of the date of this Prospectus to
participation in the Plan.
In general, Participants in the Plan will have the same federal income
tax consequences with respect to dividends as other holders of the same
class of the Company's stock. A Participant will be treated for federal
income tax purposes as having received on each Dividend Payment Date a
dividend equal to the full amount of the cash dividends payable on both the
shares registered in the Participant's own name and the shares held in the
Participant's account, even though the amount of dividends reinvested is
not actually received in cash but instead is applied to the purchase of
Common Stock for the Participant's account.
Employees who purchase Common Stock through automatic payroll
deductions will recognize the same amount of compensation income (wages)
for federal income tax purposes that they would have recognized had they
not purchased Common Stock through automatic payroll deductions, even
though the amount of automatic payroll deductions is not paid to the
employee in cash but instead is applied to the purchase of Common Stock for
the Participant's account.
A Participant who makes an optional cash payment to the Plan will not
be treated for federal income tax purposes as receiving income by virtue of
the purchase of Common Stock with the optional cash payment.
Each quarterly statement of account will show the price per share to
the Participant of Common Stock purchased with reinvested dividends,
employee payroll deductions and optional cash payments. That price, which
will include any brokerage commissions or other costs paid by Participants
on Plan purchases of Common Stock,
<PAGE>8
will be the federal income tax basis to the Participant of Common Stock so
acquired. The quarterly statement of account also will show the date on
which Common Stock purchased under the Plan was credited to the
Participant's account. A Participant's holding period for Common Stock
purchased under the Plan generally will begin on the day following the day
on which Common Stock is credited to the Participant's account.
Information forms (Forms 1099-DIV) will be mailed to Participants each
year and will set forth the taxable dividends reportable for federal income
tax purposes. These dividends generally must be reported on the
Participant's federal income tax return.
In general, any dividend reinvested under the Plan will not be subject
to federal income tax withholding. In certain circumstances, however, the
Company will be required to deduct as "backup withholding" 31% of all
withdrawal proceeds or dividends paid to any shareholder, regardless of
whether such dividends are reinvested pursuant to the Plan. Also, the
Company may be required to withhold a specified percentage of dividends
paid to foreign shareholders, whether or not they participate in the Plan.
In general, the country of residence of the Participant determines the
applicable withholding percentage. As discussed above, in the event that
the Company is required to withhold any such amount, the dividend
reinvested will be reduced by the amount of required withholding, to the
extent permitted by law. (See "Foreign Shareholders Subject to Income Tax
Withholding.")
A Participant will not recognize taxable income upon receipt of a
certificate for whole shares of Common Stock credited to the Participant's
account, whether upon request for such a certificate, upon the
Participant's termination of a Plan account or upon termination of the
Plan. A Participant may, however, recognize gain or loss upon receipt of a
cash payment for whole or fractional shares credited to a Plan account when
that account is terminated by the Participant, when shares credited to the
account are sold or when the Plan is terminated. Gain or loss may also be
recognized upon a Participant's disposition of Common Stock received from
the Plan. The amount of any such gain or loss will be the difference
between the amount of cash received for the whole or fractional shares and
the Participant's tax basis in the shares.
Generally, gain or loss recognized on the disposition of Common Stock
acquired under the Plan will be treated for federal income tax purposes as
capital gain or loss.
PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS WITH SPECIFIC
REFERENCE TO THEIR OWN TAX SITUATIONS AND POTENTIAL CHANGES IN APPLICABLE
LAW AS TO ALL FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX MATTERS IN
CONNECTION WITH THE REINVESTMENT OF DIVIDENDS AND PURCHASES OF COMMON STOCK
UNDER THE PLAN, THE PARTICIPANT'S TAX BASIS AND HOLDING PERIOD FOR COMMON
STOCK ACQUIRED UNDER THE PLAN AND THE CHARACTER, AMOUNT AND TAX TREATMENT
OF ANY GAIN OR LOSS REALIZED ON DISPOSITION OF COMMON STOCK.
USE OF PROCEEDS AND FINANCING PLANS
The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be sold by the Company to the Custodian
under the Plan or the prices at which such shares will be sold. Any
proceeds will be added to the working capital of the Company and will be
available for general corporate purposes, including the purchase or
construction of utility assets or the retirement of debt and senior equity
securities.
EXPERTS
The audited consolidated financial statements of the Company and
supplemental schedules incorporated by reference in this Prospectus have
been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports included in or incorporated by reference in the Company's
Annual Report on Form 10-K incorporated by reference herein (which reports
express an unqualified opinion and include an explanatory paragraph related
to changes adopted in accounting for income taxes and other postretirement
benefits in 1993), and have been so incorporated herein in reliance upon
such reports given upon the authority of that firm as experts in accounting
and auditing.
With respect to any unaudited interim financial information that is
incorporated herein by reference, Deloitte & Touche LLP have applied
limited procedures in accordance with professional standards for a review
of such information. However, as stated in their reports included in any
Quarterly Reports on Form 10-Q incorporated by reference herein, they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the
review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Securities Act for their reports
on the unaudited interim financial information because those reports are
not "reports" or a "part" of the Registration Statement to which this
Prospectus is a part prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act.
<PAGE>9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<S> <C>
Registration fee . . . . . . . . . . . . . . . . . . . $
*Fees of state regulatory authorities . . . . . . . . 5,000
*Fees and expenses of Transfer Agent and Registrar . . 0
*Custodian Fees . . . . . . . . . . . . . . . . . . . 0
*Counsel fees . . . . . . . . . . . . . . . . . . . . 10,000
*Accountants' fees . . . . . . . . . . . . . . . . . . 5,000
Stock exchange listing fees . . . . . . . . . . . . . 0
*Printing and delivery of registration statement,
prospectus, certificates, etc. . . . . . . . . . . . 70,000
*Miscellaneous expenses . . . . . . . . . . . . . . . 15,000
________
Total . . . . . . . . . . . . . . . . . . . . . . $ 105,000
=========
___________________
<FN>
* Estimated
</FN>
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Second Restated Articles of Incorporation, as amended
(Restated Articles), and Bylaws, as amended (Bylaws), require the Company
to indemnify directors and officers to the fullest extent not prohibited by
law. The right to and amount of indemnification will be ultimately subject
to determination by a court that indemnification in the circumstances
presented is consistent with public policy considerations and other
provisions of law. It is likely, however, that the Restated Articles would
require indemnification at least to the extent that indemnification is
authorized by the Oregon Business Corporation Act (OBCA). The effect of
the OBCA is summarized as follows:
(a) The OBCA permits the Company to grant a right of indemnification
in respect of any pending, threatened or completed action, suit or
proceeding, other than an action by or in the right of the Company,
against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred, provided
the person concerned acted in good faith and in a manner the person
reasonably believed to be in or at least not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful.
Indemnification is not permitted in connection with a proceeding in which
a person is adjudged liable on the basis that personal benefit was
improperly received unless indemnification is permitted by a court upon a
finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of nolo contendere or its equivalent is not, of itself,
determinative that the person did not meet the prescribed standard of
conduct.
(b) The OBCA permits the Company to grant a right of indemnification
in respect of any proceeding by or in the right of the Company against
the reasonable expenses (including attorneys' fees) incurred, if the
person concerned acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company,
except that no indemnification may be granted if such person is adjudged
to be liable to the Company unless permitted by a court.
(c) Under the OBCA, the Company may not indemnify a person in
respect of a proceeding described in (a) or (b) above unless it is
determined that indemnification is permissible because the person has met
the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding, (ii) if a quorum of
directors not parties to the proceeding cannot be obtained, by a majority
vote of a committee of two or more directors not at the time parties to
the proceeding, (iii) by special legal counsel selected by the Board of
Directors or the committee thereof, as described in (i) and (ii) above,
or (iv) by the shareholders. Authorization of the indemnification and
evaluation as to the reasonableness of expenses are to be determined as
specified in any one of (i) through (iv) above, except that if the
determination of such indemnification's permissibility is made by special
counsel then the determination of the reasonableness of such expenses is
to be made by those entitled to select special counsel. Indemnification
can also be ordered by a court if the court determines that
indemnification is fair in view of all of the relevant circumstances.
Notwithstanding the foregoing, every person who has been wholly
successful, on the merits or otherwise, in defense of a proceeding
described in (a) or (b) above is entitled to be indemnified as a matter
of right against reasonable expenses incurred in connection with the
proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the
reasonable expenses incurred in defending a proceeding in advance of the
final disposition thereof if the director or officer receiving the
advance furnishes (i) written affirmation of the director's or officer's
good faith belief that he or she has met the prescribed standard of
conduct, and (ii) a written undertaking to repay the advance if it is
ultimately determined that such person did not meet the standard of
conduct.
The rights of indemnification described above are not exclusive of any
other rights of indemnification to which officers or directors may be
entitled under any statute, agreement, vote of shareholders, action of
directors or otherwise. Indemnity agreements entered into by the Company
require the Company to indemnify the directors that are parties thereto to
the fullest extent permitted by law and are intended to create an
obligation to indemnify
<PAGE>10
to the fullest extent a court may find to be consistent with public policy
considerations. Resolutions adopted by the Company's Board of Directors
are intended to have a similar result with respect to officers of the
Company.
The Company has directors' and officers' liability insurance coverage
which insures directors and officers of the Company against certain
liabilities.
ITEM 16. EXHIBITS.
4(a) Second Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit (3)a, Form 10-K
for the fiscal year ended December 31, 1992, File
No. 1-5152.
4(b) Bylaws of the Company (as restated and amended November 17,
1993). Incorporated by reference to Exhibit (3)b, Form 10-K for
the fiscal year ended December 31, 1993, File
No. 1-5152.
4(c) PacifiCorp Dividend Reinvestment and Stock Purchase Plan, as
amended effective for all Investment Dates/Dividend Payment
Dates after October 15, 1994.
5 Opinion of Stoel Rives.
23(a) Consent of Independent Public Accountants.
23(b) Consent of Stoel Rives (included in Exhibit 5).
24 Powers of Attorney.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
_________________
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
<PAGE>11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
August 23, 1995.
PACIFICORP
By: RICHARD T. O'BRIEN
________________________________________
Richard T. O'Brien
(Senior Vice President)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed by the following persons on
August 23, 1995 in the capacities indicated.
Signature Title
_________ _____
*FREDERICK W. BUCKMAN President, Chief Executive Officer and
______________________________ Director
Frederick W. Buckman
RICHARD T. O'BRIEN Senior Vice President and Chief
______________________________ Financial Officer
Richard T. O'Brien
*DANIEL L. SPALDING Senior Vice President (Chief
______________________________ Accounting Officer)
Daniel L. Spalding
*KATHRYN A. BRAUN Director
______________________________
Kathryn A. Braun
*C. TODD CONOVER Director
______________________________
C. Todd Conover
*RICHARD C. EDGLEY Director
______________________________
Richard C. Edgley
*JOHN C. HAMPTON Director
______________________________
John C. Hampton
*NOLAN E. KARRAS Director
______________________________
Nolan E. Karras
*KEITH R. McKENNON Director
______________________________
Keith R. McKennon
(Chairman)
*ROBERT G. MILLER Director
______________________________
Robert G. Miller
*VERL R. TOPHAM Director
______________________________
Verl R. Topham
*DON M. WHEELER Director
______________________________
Don M. Wheeler
*NANCY WILGENBUSCH Director
______________________________
Nancy Wilgenbusch
<PAGE>12
*PETER I. WOLD Director
______________________________
Peter I. Wold
*By RICHARD T. O'BRIEN
__________________
Richard T. O'Brien
(Attorney-in-Fact)
__________________
<PAGE>13
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Sequential
No. Description Page No.
_______ ___________ __________
<S> <C> <C>
4(a) Second Restated Articles of Incorporation of the
Company, as amended. Incorporated by reference
to Exhibit (3)a, Form 10-K for the fiscal year
ended December 31, 1992, File No. 1-5152.
4(b) Bylaws of the Company (as restated and amended
November 17, 1993). Incorporated by reference to
Exhibit (3)b, Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-5152.
4(c) PacifiCorp Dividend Reinvestment and Stock
Purchase Plan, as amended effective for all
Investment Dates/Dividend Payment Dates after
October 15, 1994.
5 Opinion of Stoel Rives.
23(a) Consent of Independent Public Accountants.
23(b) Consent of Stoel Rives (included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
<PAGE>1
EXHIBIT 4(C)
PACIFICORP
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
Purpose
_______
The purpose of the Dividend Reinvestment and Stock Purchase
Plan ("Plan") of PacifiCorp ("Company") is to provide holders of the
Company's Common Stock ("Common Stock"), and its 5% Preferred Stock, Serial
Preferred Stock or No Par Serial Preferred Stock (collectively, "Preferred
Stock") and employees of the Company with a convenient way of reinvesting
cash dividends and investing optional cash payments in shares of the
Company's Common Stock. Under the Plan, holders of Common Stock may
reinvest cash dividends on all or a portion of their shares of Common Stock
in shares of Common Stock. Holders of Preferred Stock may reinvest cash
dividends on all or a portion of their preferred shares in shares of Common
Stock, but not in additional shares of Preferred Stock. Employees of the
Company may make optional cash payments through payroll deduction.
Participants in the Plan may elect to deposit shares of Common Stock and
Preferred Stock into their Plan accounts for safekeeping and cash dividends
paid on such securities will be automatically reinvested in shares of
Common Stock. The shares of Common Stock purchased under the Plan with
reinvested cash dividends and optional cash payments will, at the election
of the Company, be newly issued shares, shares purchased in the market by
an independent agent, or any combination of the foregoing. Net proceeds
from the sale by the Company of shares of Common Stock pursuant to the Plan
will be used for general corporate purposes.
Administration
______________
The Company, or at its sole option its duly appointed agent,
shall act as the "Administrator" of the Plan. The Administrator shall
administer the Plan for Participants (as defined below), maintain records,
send statements of account to Participants and perform other duties
relating to the Plan. The Company, or at its sole option its duly
appointed agent, shall act as custodian (the "Custodian") to hold shares
acquired under the Plan and shares deposited into the Plan for the account
of Participants and to act for Participants in delivering shares held under
the Plan to the stock transfer agent and registrar for reissuance to
Participants upon withdrawal of shares or termination of participation in
the Plan.
The Company shall appoint an independent agent (the "Agent") to
act for Participants in making purchases of shares of Common Stock for
their Plan account in the market, if shares are to be purchased in the
market, and to act for
<PAGE>2
Participants in making sales of shares of Common Stock in the market for
their account, if so requested by Participants with accounts holding less
than 100 whole shares in their notice terminating participation in the
Plan.
Participation - Dividends
_________________________
Holders of record of the Company's Common Stock, or Preferred
Stock, or both, are eligible to participate in the dividend reinvestment
portion of the Plan with respect to the shares so held and become plan
"Participants." Employees who are not shareholders may enroll in the Plan
through the optional cash payment portion of the Plan and will thereby
become "Participants." Owners of the Company's stock whose shares are
registered in the name of an Individual Retirement Account custodian may
also become Participants through appropriate arrangements with the
Administrator. Any other owners of the Company's stock must first become
holders of record by having those shares transferred into their own names
in order to participate in the dividend reinvestment portion of the Plan
with respect to the shares so held.
An eligible shareholder may join the Plan at any time by
signing and returning an Authorization to Participate. The fact that
dividends are reinvested does not relieve Participants of any liability for
taxes that may be otherwise payable on such dividends.
Those shareholders who do not wish to participate in the Plan
will receive all cash dividends as declared and paid, by check or such
other means as are approved from time to time by the Company.
If an Authorization to Participate specifying reinvestment of
dividends is received by the Administrator on or before the record date
established for the payment of a particular dividend, reinvestment will
commence with that dividend payment. "Dividend Payment Dates" normally are
February 15, May 15, August 15 and November 15 of each year. The record
date normally precedes the Dividend Payment Date by 15 to 30 days. If the
Authorization to Participate is received by the Administrator after the
record date established for the payment of a particular dividend, then the
reinvestment of dividends will not begin until the Dividend Payment Date
following the next record date. For example, in order to invest all or a
portion of a quarterly dividend payable May 15, an Authorization to
Participate would have to be received by the Administrator no later than
the record date set for that dividend, normally between April 15 and April
30. If the Authorization to Participate were received after the record
date, the dividend payable May 15 would be paid by check or other approved
means, and the reinvestment of dividends under the Plan would begin with
the next Dividend Payment Date, i.e., August 15.
____
By checking the appropriate box or boxes on the Authorization
to Participate, a Participant may elect to reinvest the dividends paid on
all or any portion
<PAGE>3
of the shares of the Company's Common Stock or Preferred Stock or both held
in the name of the Participant (i.e., outside of the Plan).
____
Dividends paid on all shares of Common Stock purchased with
reinvested dividends under the Plan and dividends paid on all shares of
Common Stock and Preferred Stock deposited by a Participant into the Plan
for safekeeping are automatically reinvested. If dividends on only a
portion of the Company's Common Stock or Preferred Stock or both held
outside of the Plan are to be reinvested, the Participant will receive the
cash dividends that are not to be reinvested by check or other approved
means. A Participant may also elect to make optional cash payments from
time to time, whether or not the Participant elects to reinvest cash
dividends on shares of the Company's Common Stock or Preferred Stock held
outside the Plan. Employees who acquire shares held outside of the Plan
after enrolling in the Plan through the optional cash payment portion of
the Plan must execute a separate Authorization to Participate in order to
provide for the reinvestment of dividends on shares of the Company's Common
Stock or Preferred Stock held outside the Plan.
Participation - Optional Cash Payments
______________________________________
Any Participant may make optional cash payments from time to
time. Other beneficial owners of the Company's Common Stock, or Preferred
Stock, or both, may also make optional cash payments under the Plan and
become "Participants" if they provide appropriate evidence of such
ownership to the Administrator and complete an Authorization to
Participate. Employees of the Company who are not shareholders at the time
they enroll in the Plan may become Participants in the Plan by executing an
Authorization to Participate and may make optional cash payments by
submitting an Employee Payroll Deduction Request to the Company's Payroll
Department or by sending cash payments to the Administrator with a letter
of instruction to invest such a payment. Such optional cash payments will
be invested in shares of the Company's Common Stock in accordance with the
Plan.
Optional cash payments may be made at any time and from time to
time in varying amounts; each payment must be at least $25 per payment and
may not exceed a total of $25,000 per Quarter. A "Quarter" is the period
of time from one Dividend Payment Date up to the next Dividend Payment
Date. Optional cash payments may be made by remitting such payment to the
Administrator with an Authorization to Participate or with a letter of
instructions to invest such payment. After receipt of the first statement
of account, cash payments should be accompanied by the optional cash
payment form attached to such statement.
The Employee Payroll Deduction Request authorizes the Company
to make payroll deductions of not less than $25 per semi-monthly pay period
nor more than $25,000 per quarter and to use such deductions for the
purchase of shares of the Company's Common Stock pursuant to the Plan.
Amounts deducted from an employee's pay on a
<PAGE>4
payroll deduction date that coincides with an Investment Date will be
invested on that date. Amounts deducted from an employee's pay on a
payroll deduction date other than an Investment Date will be accumulated
and invested on the next Investment Date. Employees may, at any time,
increase or decrease, within the above limits, the amount of such
deductions by submitting a new Payroll Deduction Request to the Company's
Payroll Department and any such increase or decrease will be effective with
the pay period following receipt by the Company's Payroll Department of
such notice. Payroll deduction authorizations previously executed by
employees will remain in effect unless the Company's Payroll Department is
otherwise notified by the Participant and any cancellation of a payroll
deduction authorization will be effective with the pay period following
receipt by the Company's Payroll Department of such notice. Employees may
also make optional cash payments in the same manner as other Participants;
provided, however, that the total amount of payroll deductions and
additional optional cash payments may not exceed $25,000 in any quarter.
Optional cash payments received by the Administrator on or
before the close of business on an Investment Date will be invested on that
Investment Date, if shares are purchased directly from the Company, or as
promptly as possible thereafter, if shares are acquired in the market. The
"Investment Date" is the 15th day of each month except that in any month in
which there is a payment of dividends on the Company's Common Stock or
Preferred Stock, the Investment Date shall be the Dividend Payment Date.
No interest will be paid by the Company on optional cash payments,
including accrued payroll deductions.
In order to invest an optional cash payment on an Investment
Date, a completed Authorization to Participate must be either on file with
the Administrator or received by the Administrator on or before the close
of business on that Investment Date.
If the Company elects not to sell shares on an Investment Date
that occurs in a record date month for dividends, market purchases by the
Agent for the Participants will normally be made when the Common Stock is
traded ex-dividend. This means that Participants will normally not receive
______________________________________________________
such dividends on the shares so purchased.
_________________________________________
The Administrator will refund an optional cash payment that has
not been invested if a Participant's written request for refund is received
by the Administrator prior to an Investment Date.
The Company reserves the right, without prior notice to
Participants, to suspend, modify or eliminate the optional cash payment
feature of the Plan. If the optional cash feature is suspended or
eliminated, any optional cash payments held or received by the Company on
or after the effective date of such suspension or elimination will be
returned to Participants without interest.
<PAGE>5
Automatic Reinvestment of Dividends on Plan Shares
and Subsequent Purchases or Dispositions of Stock
__________________________________________________
As the record holder for Participants in the Plan, the
Custodian or its nominee receives dividends on the Dividend Payment Date
for all shares of Common Stock or Preferred Stock held under the Plan as of
the dividend record date. Such dividends are automatically reinvested in
additional shares of Common Stock, either through the acquisition by the
Plan of newly issued shares or through purchases by the Agent in the
market, and the Administrator credits such dividends to the Participants'
accounts on the basis of the full shares and fractions of shares held
thereunder.
If a Participant desires to discontinue reinvestment of
dividends on all or a portion of shares of Common Stock or Preferred Stock
held under the Plan in a Participant's account, the Participant may
withdraw any whole number of said shares from the Plan and be issued
certificates therefor (see "Withdrawal of Plan Shares" below for detailed
information regarding this action) or, in the event of termination of
participation in the Plan by a Participant whose account contains less than
100 whole shares of Common Stock, may direct the Administrator to instruct
the Agent to sell all said whole shares for such Participant's account (see
"Termination" below).
Cash dividends on all shares of Common Stock purchased and held
under the Plan in the account of a Participant and all shares of Common
Stock and Preferred Stock deposited into the account of a Participant and
held under the Plan will be automatically reinvested in additional shares
of Common Stock.
Cash dividends on shares of Common Stock or Preferred Stock, or
both, purchased by a Participant outside of the Plan subsequent to the
filing of an Authorization to Participate will be reinvested under the Plan
only if the Participant has elected to have the dividends on all previously
owned shares of Common Stock, or Preferred Stock, or both reinvested under
the Plan or if the Participant elects, by notice to the Administrator, to
have the dividends on all or any portion of the newly purchased shares
reinvested under the Plan.
If a Participant has elected to reinvest the dividends on all
or a portion of the shares of Common Stock or Preferred Stock held outside
the Plan and subsequently disposes of a portion of the shares held, unless
the Administrator is otherwise notified, dividends will continue to be
reinvested on the number of shares indicated on the Authorization to
Participate, or on the balance of the shares held by the Participant,
whichever is less.
Costs
_____
Participants will incur no administrative charge in connection
with transactions under the Plan. Participants will generally incur no
brokerage commissions on purchases of newly issued shares of Common Stock
under the Plan,
<PAGE>6
but for purchases of newly issued shares for which the Company has made
corresponding purchases will be charged an amount equal to $0.10 per share.
If shares are purchased by the Agent in market transactions, all brokerage
commissions, service charges and costs relating to the purchase will be
charged to Participants. As described under "Termination" below, a
Participant may also incur brokerage commissions and other expenses upon
the sale by the Agent of shares for such Participant's account.
Purchases and Price of Shares
_____________________________
Unless the Company makes the election specified in the next
succeeding sentence, the Plan will acquire shares for Participants by
purchasing from the Company shares of Common Stock (for which the Company
may have made, at its election, corresponding purchases of Common Stock in
the market or otherwise) at a price equal to the average of the daily high
and low sale prices of the Common Stock as reported in The Wall Street
Journal report of NYSE-Composite Transactions, for each of the five New
York Stock Exchange ("NYSE") trading days ending with the Investment Date
as of which such purchase is made (or the next preceding day on which the
Common Stock was traded on the NYSE, if it is not traded on the NYSE on the
Investment Date). If prior to any Investment Date the Company shall
determine that it will not sell shares of Common Stock to the Plan on such
Investment Date, the funds to be invested will be delivered to the Agent
for the purchase of Common Stock in the market. Purchases with respect to
such Investment Date will be made on any securities exchange where such
shares are traded, in the over-the-counter market, or by negotiated
transactions, and may be on such terms as to price, delivery, and
otherwise, as the Agent may determine. Upon completion of any purchases
pursuant to the preceding sentence, the Agent will advise the Administrator
of the number of shares of Common Stock acquired and the aggregate price
paid therefor.
Purchases of Common Stock from other than the Company will be
made as promptly as possible on or after the Investment Date and may occur
over such periods of time as are consistent with the provisions of the
federal securities laws. If the Agent is unable to purchase shares in the
market in respect of any Investment Date, or if such purchase is, in the
opinion of the Company, otherwise inadvisable, the Company will pay or
return to Participants the dividends and optional cash payments that
otherwise would have been invested, without interest.
Each Participant's account will be credited with that number of
shares, including fractions computed to four decimal places, equal to the
amounts to be invested divided by the applicable purchase price. Shares
will be allocated and credited to Participants' accounts as follows: (1)
shares purchased from the Company will be allocated and credited on the
appropriate Investment Date; and (2) shares purchased in market
transactions will be allocated and credited as of the date on which the
Agent advises the Administrator of the aggregate number of shares
purchased. Depending on the Company's election, Participants may be
credited with
<PAGE>7
authorized but unissued shares (for which corresponding purchases may or
may not have been made) or shares purchased in market transactions or a
combination thereof. In the event of any such combination of credited
shares, the price of the shares and any related charges will be determined
on a pro rata basis.
Reports to Participants
_______________________
Each Participant in the Plan will receive a quarterly statement
of account prepared as of each Dividend Payment Date, and Participants will
also receive statements prepared as of other Investment Dates if they have
made optional cash payments relating to those dates. These statements are
a Participant's continuing record of the cost of such Participant's
purchases and should be retained for income tax purposes.
Certificates for Shares of Common Stock and Preferred Stock
___________________________________________________________
Shares of Common Stock purchased under the Plan will be
registered in the name of the Custodian or its nominee, as custodian for
Participants in the Plan.
A Participant may elect to deposit shares of the Company's
Common Stock or Preferred Stock registered in the Participant's name into
the Participant's Plan account for safekeeping. Any lost certificates must
be replaced before a Participant may deposit the shares represented by such
certificates. Dividends on all shares deposited for safekeeping will be
automatically reinvested. Certificates representing shares to be deposited
for safekeeping should be sent, together with a completed Safekeeping
Authorization Letter, by registered mail to the Custodian.
Accounts under the Plan will be maintained in the names in
which shares of stock of Participants are registered on the Company's
records. In the case of employees who are not shareholders at the time
they enroll in the Plan, accounts under the Plan will be maintained in the
employee's name or in a joint tenancy registration which includes the
employee's name. Certificates for whole shares will be similarly
registered when issued to Participants.
Shares credited to the account of a Participant under the Plan
may not be pledged.
Discontinuation or Change of Election
_____________________________________
A Participant may discontinue the reinvestment of dividends or
change an election under the Plan by notice to the Administrator in writing
to such effect. Notices received on or prior to any dividend record date
will be effective to discontinue or modify dividend reinvestment as of the
related Dividend Payment Date. Dividends on shares held under the Plan
will continue to be reinvested until such shares are withdrawn from the
Participant's account or is sold by the Agent for such Participant's
account.
<PAGE>8
An employee may cancel the employee's payroll deduction at any
time and remain in the Plan by sending a written request to the Company's
Payroll Department. If an employee terminates the employee's employment
with the Company, the employee will continue to participate in the Plan as
a shareholder unless termination of participation in the Plan is requested
by the employee in writing, which request must be delivered to the Plan
Administrator. (See "Termination.")
Withdrawal of Plan Shares
_________________________
Certificates for all or any number of the whole shares held
under the Plan will be issued to a Participant upon the written request of
such Participant.
Any fraction of a share of Common Stock withdrawn will be
liquidated at the average purchase price effective for shares purchased
under the Plan for the Investment Date first preceding the day such
withdrawal notice is received by the Administrator. A check for such
liquidated amount together with certificates for whole shares of Common
Stock and Preferred Stock held in the account of a Participant will be
mailed directly to the withdrawing Participant by the Administrator.
Certificates for fractions of shares will not be issued under
any circumstances.
If a Participant disposes of all shares of Company stock for
which such Participant holds certificates, unless all shares held under the
Plan are also withdrawn, dividends will continue to be reinvested on the
shares held in such Participant's account.
Termination
___________
Participation in the Plan may be terminated by a Participant at
any time by written notice to the Administrator. Such notice will be
effective upon receipt, except that if such notice is received on or after
any dividend record date, settlement as to the Participant's portion, if
any, of the dividend to be invested as of the related Dividend Payment Date
need not be made until after completion of such investment on behalf of the
Participant. An employee Participant's payroll deduction authorization
will be cancelled effective with the pay period following receipt of notice
by the Company's Payroll Department.
Upon termination, a Participant will receive a certificate or
certificates for the whole shares credited to or deposited in such
Participant's account at the close of business on the date of receipt of
the termination notice by the Administrator, unless, with respect to
Participants whose accounts hold less than 100 whole shares of Common
Stock, such Participant shall have specified sale of all of such whole
<PAGE>9
shares in the notice of termination. No sales of Common Stock will be made
under the Plan on behalf of terminating Participants whose accounts contain
100 or more whole shares of Common Stock and no sales will be made of
Preferred Stock held in a Participant's account. If sale of all whole
shares for any account containing less than 100 whole shares of Common
Stock is specified in the notice of termination, such sale shall be made by
the Agent as set forth below following receipt by the Agent from the
Administrator of instructions to do so, and the proceeds of sale, less
brokerage commissions and other expenses, if any, shall be paid to such
Participant by the Administrator. (Such sale may, but need not, be made by
purchase for investment under the Plan at the closing market price on the
date of receipt of the termination notice.) Shares that are to be sold may
be aggregated with those of other terminating Participants, in which case
the proceeds to each terminating Participant will be based on the average
sales price, less commissions and other expenses. With respect to any
fractional share interest, cash will be paid in an amount determined by
reference to the sales price to be paid to the Participant for whole shares
or, if no shares are to be sold for the account of the Participant, in the
same manner as hereinabove provided with respect to payments for fractional
shares withdrawn from the Plan.
Voting
______
Each Participant shall have the right and will be given the
opportunity to direct the voting of all shares held under the Plan in the
Participant's account on any matter submitted to a vote of the
shareholders.
Addresses of Administrator and Custodian
________________________________________
All Authorizations to Participate, optional cash payments,
notices of withdrawal and other communications with the Administrator
should be sent to the following address if the Company is acting as
Administrator:
PacifiCorp
Corporate Shareholder Services
Attention: Dividend Reinvestment and Stock
Purchase Plan
700 N.E. Multnomah
Suite 700
Portland, Oregon 97232
Certificates representing shares of Common Stock and Preferred Stock to be
deposited into the account of a Participant for safekeeping, Safekeeping
Authorization Letters and other communications with the Custodian relating
to certificate safekeeping should also be sent to the above address if the
Company is acting as Custodian. If the Company has duly appointed an agent
as Administrator or Custodian, such correspondence should be sent to the
agent's applicable address.
<PAGE>10
Responsibility of the Administrator
and Custodian Under the Plan
___________________________________
The Company, the Administrator, if not the Company, and the
Custodian, if not the Company, in administering the Plan, are not liable
for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability arising out of
failure to terminate a Participant's account upon such Participant's death
prior to receipt of notice in writing of such death.
Foreign Shareholders Subject to
Income Tax Withholding
_______________________________
Foreign persons, such as foreign corporations, trusts and
estates and individuals who are not citizens or residents of the United
States, whose dividends are subject to United States federal income tax
withholding may elect to participate in the Plan. Dividends paid in
respect of shares of foreign Participants will be reinvested in Common
Stock in an amount equal to the dividends paid on the shares with respect
to which reinvestment is to be made less the amount of tax required to be
withheld, to the extent permitted by law. The regular statements of
account confirming purchases made for such Participants will indicate the
amount of tax withheld.
Interpretation and Regulation of the Plan
_________________________________________
The Company reserves the right to interpret and regulate the
Plan as it deems necessary or desirable in connection with its operation.
Modification or Termination of Plan
___________________________________
The Company reserves the right to modify, suspend or terminate
the Plan at any time. Participants will be notified of any such
modification, suspension or termination.
Effective Date
______________
This amended PacifiCorp Dividend Reinvestment and Stock
Purchase Plan shall be effective for all Investment Dates/Dividend Payment
Dates after October 15, 1994.
<PAGE>
EXHIBIT 5
August 23, 1995
PacifiCorp
700 NE Multnomah
Suite 1600
Portland, OR 97232
We have acted as counsel to PacifiCorp (the
"Company") in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering 15,000,000 shares
of Common Stock of PacifiCorp (the "Shares") to be issued from
time to time pursuant to the Company's Dividend Reinvestment
and Stock Purchase Plan (the "Plan"). We have reviewed the
corporate action of the Company in connection with this matter
and have examined those documents, corporate records and other
instruments we deemed necessary for purposes of this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon; and
2. The Shares have been duly authorized by all necessary
corporate action and, when issued in accordance with the terms
and conditions of the Plan and the resolutions of the Company's
Board of Directors, the Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES
<PAGE>
DELOITTE & TOUCHE LLP
_____________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
111 SW Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of PacifiCorp on Form S-3 of our reports dated February 17, 1995,
March 9, 1995 as to the agreement to acquire the minority interest in Pacific
Telecom, Inc. described in Note 1 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to the change in the Company's
method of accounting for income taxes and other postretirement benefits in
1993), appearing in and incorporated by reference in the Annual Report on Form
10-K of PacifiCorp for the year ended December 31, 1994 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of the
Registration Statement.
DELOITTE & TOUCHE LLP
August 23, 1995
_______________
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
_______________
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
KATHRYN A. BRAUN
_____________________________________
Kathryn A. Braun
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
FREDERICK W. BUCKMAN
_____________________________________
Frederick W. Buckman
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
C. TODD CONOVER
_____________________________________
C. Todd Conover
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
RICHARD C. EDGLEY
_____________________________________
Richard C. Edgley
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
JOHN C. HAMPTON
_____________________________________
John C. Hampton
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
NOLAN E. KARRAS
_____________________________________
Nolan E. Karras
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
KEITH R. MCKENNON
_____________________________________
Keith R. McKennon
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
ROBERT G. MILLER
_____________________________________
Robert G. Miller
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
VERL R. TOPHAM
_____________________________________
Verl R. Topham
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
DON M. WHEELER
_____________________________________
Don M. Wheeler
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
NANCY WILGENBUSCH
_____________________________________
Nancy Wilgenbusch
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
PETER I. WOLD
_____________________________________
Peter I. Wold
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
RICHARD T. O'BRIEN
_____________________________________
Richard T. O'Brien
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution in his or her name, place and stead, in any and all capacities,
to sign the Form S-3 Registration Statement under the Securities Act of 1933
and any and all amendments (including post-effective amendments) thereto
relating to the offering of additional shares of PacifiCorp common stock under
the PacifiCorp Dividend Reinvestment and Stock Purchase Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys and
agents, and each of them, full power and authority to do any and all acts and
things necessary or advisable to be done, as fully and to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: August 9, 1995.
DANIEL L. SPALDING
_____________________________________
Daniel L. Spalding
