<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
April 11, 1995
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 1-5152 93-0246090
(State of Incorporation) (Commission (I.R.S. Employer
File No.) Identification No.)
700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 731-2000
No Change
(Former Name or Former Address, if changed since last report)
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Item 5. OTHER EVENTS
Pro forma financial information with respect to the pending sale of
Alascom, Inc. by Pacific Telecom, Inc. is included as an exhibit hereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibit
99. PacifiCorp pro forma financial information with respect to
the pending sale of Alascom, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFICORP
(Registrant)
By: DANIEL L. SPALDING
_________________________________
Daniel L. Spalding
Senior Vice President
Date: April 11, 1995
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<TABLE>
EXHIBIT 99
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Year Ended December 31, 1994
(Unaudited)
In Millions of Dollars
<CAPTION>
Historical Elimination of Sale of Pro Forma
Consolidated Historical Affiliated Alascom and Consolidated
PacifiCorp Alascom Balances (a) Adjustments PacifiCorp
____________ _______ ____________ ___________ ____________
<S> <C> <C> <C> <C> <C>
Revenues $ 3,506.5 $(343.5) $ 3.1 $ 1.8(d) $ 3,167.9
Expenses
Depreciation and amortization 424.3 (34.7) - - 389.6
Operations, maintenance and other 2,095.6 (228.2) 3.1 4.5(d) 1,875.0
________ ______ _____ _____ ________
Total 2,519.9 (262.9) 3.1 4.5 2,264.6
________ ______ _____ _____ ________
Income from Operations 986.6 (80.6) - (2.7) 903.3
Other Income (Expense)
Interest expense (298.8) 1.5 (3.8) 17.2(b)(f) (283.9)
Other 43.3 (3.9) 3.8 .9(e) 44.1
Minority Interest (13.3) 6.9* - (.4) (6.8)
________ ______ _____ _____ ________
Total (268.8) (4.5) - 17.7 (246.6)
________ ______ _____ _____ ________
Income before Income Taxes 717.8 (76.1) - 15.0 656.6
Income Taxes 249.8 (31.4) - 12.0(b)(c)(d)(f) 230.4
________ ______ _____ _____ ________
Net Income $ 468.0 $ (44.7) $ - $ 3.0 $ 426.3
________ ______ _____ _____ ________
________ ______ _____ _____ ________
Earnings on Common Stock $ 428.3 $ 386.6
Earnings per Share $ 1.51 $ 1.37
Average Number of Common
Shares Outstanding 282,912 282,912
<FN>
*Represents the recognition of a reduction due to the
Company's 87 percent interest in Pacific Telecom.
</TABLE>
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<TABLE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 1994
(Unaudited)
In Millions of Dollars
<CAPTION>
Historical Elimination of Sale of Pro Forma
Consolidated Historical Affiliated Alascom and Consolidated
PacifiCorp Alascom Balances (a) Adjustments PacifiCorp
_______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Assets
Property, plant and equipment-net $ 8,446.2 $(185.5) $ - $ - $ 8,260.7
Current assets 815.4 (82.7) 13.1 745.8
Investments 189.9 (.1) 204.4 (226.1)(b) 168.1
Intangible and other assets 2,394.1 (7.4) - - 2,386.7
________ ______ _____ ______ ________
Total Assets $11,845.6 $(275.7) $217.5 $(226.1) $11,561.3
________ ______ _____ ______ ________
________ ______ _____ ______ ________
Capitalization and Liabilities
Common equity $ 3,459.8 $(170.2) $170.2 $ 47.4(b) $ 3,507.2
Preferred stock 367.4 - - - 367.4
Preferred stock subject to
mandatory redemption 219.0 - - - 219.0
Long-term debt and capital
lease obligations 3,768.2 - - - 3,768.2
Current liabilities 1,269.0 (69.9) 21.0 (254.1)(b)(c) 966.0
Deferred credits 2,654.3 (9.3) - (30.0)(b) 2,615.0
Minority interest 107.9 (26.3)* 26.3 10.6(b) 118.5
________ ______ _____ ______ ________
Total Capitalization and
Liabilities $11,845.6 $(275.7) $217.5 $(226.1) $11,561.3
________ ______ _____ ______ ________
________ ______ _____ ______ ________
<FN>
*Represents the recognition of a reduction due to the
Company's 87 percent interest in Pacific Telecom.
</TABLE>
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PACIFICORP
Notes to Pro forma Condensed Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
_____________________
The accompanying unaudited pro forma condensed consolidated balance
sheet as of December 31, 1994 and income statement for the year then
ended reflect the operations of PacifiCorp (the "Company") excluding
Alascom, Inc. Pacific Telecom, Inc. ("Pacific Telecom") signed a
definitive agreement on September 30, 1994 to sell the stock of Alascom
to AT&T for $365 million (including the $75 million transition payment
received in July 1994). The pro forma condensed consolidated balance
sheet assumes the sale occurred on December 31, 1994. The pro forma
condensed consolidated income statement assumes the sale occurred on
January 1, 1994. The pro forma results of operations are not
necessarily indicative of the results of operations that would actually
have resulted if the sale had occurred on the dates assumed, or of
expected results of operations in the future.
The unaudited pro forma condensed consolidated balance sheet and income
statement, and related notes should be read in conjunction with the
consolidated financial statements and related notes in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
2. PRO FORMA ADJUSTMENTS
_____________________
The accompanying pro forma condensed consolidated balance sheet as of
December 31, 1994 consists of the historical balance sheet of the
Company (after the elimination of affiliated transactions and interest),
less the historical balance sheet of Alascom, plus certain pro forma
adjustments described below:
a. Affiliated balances between Pacific Telecom and its subsidiaries
and Alascom eliminated in the consolidation process were restored
on the pro forma balance sheet. The affiliated balances between
Pacific Telecom and Alascom were added to Pacific Telecom's
investment in Alascom. The affiliated balances between the other
subsidiaries and Alascom were reclassified to the proper
nonaffiliated line item.
b. Cash proceeds of $260 million to be received at closing and the
$30 million deposit in "Other Deferred Credits" received in
October 1994, were offset by Pacific Telecom's investment in
Alascom, income tax liability from the gain on the sale and net
gain on sale. The actual gain to be realized on the sale will be
lower than indicated on the pro forma condensed consolidated
balance sheet as Pacific Telecom's basis in Alascom will increase
as Alascom's earnings are recognized and affiliated account
balances change between December 31, 1994 and closing.
c. Cash proceeds received from the sale of Alascom have been applied
to short-term debt. Pacific Telecom plans to redeploy the
proceeds of
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the sale of Alascom to purchase certain US WEST assets in Oregon,
Washington and Colorado. In February 1995, Pacific Telecom funded
the $200 million Colorado acquisition with short-term borrowings
and anticipates repaying these borrowings with proceeds from the
sale of Alascom.
The accompanying pro forma condensed consolidated income statement
consists of the historical income statement of the Company (after the
elimination of affiliated transactions and interest), less the
historical income statement of Alascom, plus certain pro forma
adjustments described below:
a. Affiliated balances between Pacific Telecom and its subsidiaries
and Alascom eliminated in the consolidation process were restored
on the pro forma income statement.
b. Interest expense was allocated to Alascom by imposing a debt
structure equivalent to that of Pacific Telecom at December 31,
1994.
c. Income taxes were adjusted to reverse favorable tax treatment
Pacific Telecom recognized in 1994 relating to transition payments
received or to be received from AT&T.
d. Pacific Telecom costs previously allocated to Alascom operations
were restored as ongoing expenses.
e. Amortization of goodwill related to Alascom was restored to
income.
f. Cash proceeds received from the sale of Alascom have been applied
to short-term debt with an average rate of 4.51%.
