<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):
March 9, 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)
<PAGE>
Item 5. OTHER EVENTS
Information contained in the news release issued by the Registrant
on March 9, 1995 regarding a proposed merger under which the minority interest
in Pacific Telecom, Inc. would be acquired by PacifiCorp Holdings, Inc. is
incorporated herein by reference. The proposed merger agreement and a related
agreement are included as exhibits hereto.
Consolidated summary financial information for PacifiCorp and its
consolidated subsidiaries for the years ended December 31, 1994 and 1993 are
as follows:
<TABLE>
Summary Income Statement Information
(Unaudited)
<CAPTION>
12 Months Ended December 31
(In Thousands) 1994 1993
- -------------------------------------------------------------------------
<S> <C> <C>
REVENUES
Electric $ 2,647,800 $ 2,506,900
Telecommunications (1) 705,000 702,100
Other (2) 153,700 196,400
----------------------------
TOTAL 3,506,500 3,405,400
----------------------------
EXPENSES
Electric
Fuel 496,400 464,700
Purchased power 310,400 274,900
Depreciation and amortization 301,600 280,500
Other 720,100 702,500
----------------------------
TOTAL 1,828,500 1,722,600
Telecommunications (1) 540,300 561,300
Other (2) 151,100 206,000
----------------------------
TOTAL 2,519,900 2,489,900
----------------------------
INCOME FROM OPERATIONS
Electric 819,300 784,300
Telecommunications 164,700 140,800
Other (2) 2,600 (9,600)
----------------------------
TOTAL 986,600 915,500
Interest expense 298,800 323,200
Minority interest and other (30,000) (17,800)
----------------------------
Income from continuing operations
before income taxes 717,800 610,100
Income taxes 249,800 187,400
----------------------------
Income from continuing operations before
cumulative effect of accounting change 468,000 422,700
Discontinued operations (3) - 52,400
Cumulative effect of accounting change - 4,000
----------------------------
NET INCOME $ 468,000 $ 479,100
Preferred dividend requirement 39,700 39,300
----------------------------
</TABLE>
- 2 -
<PAGE>
<TABLE>
Summary Income Statement Information
(In Thousands, Except Earnings Per Share)
(Unaudited)
<CAPTION>
12 Months Ended December 31
(Continued from Page 2) 1994 1993
- -------------------------------------------------------------------------
<S> <C> <C>
EARNINGS CONTRIBUTION
ON COMMON STOCK (4)
Electric $ 339,800 $ 322,300
Telecommunications 70,500 50,900
Other (2) 18,000 10,200
----------------------------
Earnings contribution from continuing
operations before cumulative effect
of accounting change 428,300 383,400
Discontinued operations (3) - 52,400
Cumulative effect of accounting change - 4,000
----------------------------
TOTAL $ 428,300 $ 439,800
============================
Average common shares outstanding 282,912 274,551
EARNINGS PER COMMON SHARE
Electric $ 1.20 $ 1.17
Telecommunications 0.25 0.19
Other (2) 0.06 0.04
----------------------------
Earnings per common share from
continuing operations before
cumulative effect of accounting change 1.51 1.40
Discontinued operations (3) - 0.19
Cumulative effect of accounting change - 0.01
----------------------------
TOTAL $ 1.51 $ 1.60
============================
Dividends paid per common share $ 1.08 $ 1.195
============================
<FN>
*Not a meaningful number
</FN>
(See accompanying notes on page 5)
</TABLE>
- 3 -
<PAGE>
<TABLE>
Other Financial Information
(Unaudited)
<CAPTION>
12 Months Ended December 31
1994 1993
- -------------------------------------------------------------------------
<S> <C> <C>
ELECTRIC REVENUES (In thousands)
Residential $ 724,900 $ 698,900
Commercial 570,400 543,900
Industrial 726,300 696,200
Other 30,700 29,800
----------------------------
Retail Sales 2,052,300 1,968,800
Wholesale sales 532,700 499,800
Other 62,800 38,300
----------------------------
TOTAL $ 2,647,800 $ 2,506,900
============================
ENERGY SALES (Millions of kWh)
Residential 12,127 12,055
Commercial 10,645 10,085
Industrial 20,306 19,671
Other 623 602
----------------------------
Retail Sales 43,701 42,413
Wholesale sales 15,625 14,949
----------------------------
TOTAL 59,326 57,362
============================
December December
1994 1993
----------------------------
CONSOLIDATED CAPITALIZATION
Common equity $ 3,460,000 $ 3,263,000
Preferred stock 586,000 586,000
Long-term debt and capital
lease obligations 3,768,000 3,924,000
Short-term debt 551,000 709,000
----------------------------
TOTAL $ 8,365,000 $ 8,482,000
============================
(See accompanying notes on page 5)
</TABLE>
- 4 -
<PAGE>
PacifiCorp
and its Consolidated Subsidiaries
Summary Financial Information
(1) Certain amounts from the prior year have been reclassified to conform
with the 1994 method of presentation. These reclassifications had no
effect on previously reported consolidated net income.
(2) Other includes the operations of PacifiCorp Financial Services, Inc. and
independent power production, as well as the activities of PacifiCorp
Holdings, Inc.
(3) Represents the Company's interest in an international communications
subsidiary.
(4) Earnings contribution on common stock by segment:
(a) Does not reflect elimination for interest on intercompany borrowing
arrangements.
(b) Includes income taxes on a separate company basis, with any benefit
or detriment of consolidation reflected in Other.
(c) Amounts are net of preferred dividend requirements and minority
interest.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
c) Exhibit
99. PacifiCorp news release issued March 9, 1995.
2(a) Agreement and Plan of Merger dated as of March 9, 1995 by
and among Pacific Telecom, Inc., PacifiCorp Holdings, Inc.
and PXYZ Corporation. (Incorporated by reference to Exhibit
2A to Pacific Telecom, Inc.'s Form 8-K dated March 9, 1995,
File No. 0-873.)
2(b) Agreement dated as of March 9, 1995 between PacifiCorp and
Pacific Telecom, Inc. (Incorporated by reference to Exhibit
2B to Pacific Telecom, Inc.'s Form 8-K dated March 9, 1995,
File No. 0-873.)
- 5 -
<PAGE>
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: RICHARD T. O'BRIEN
____________________________________
Richard T. O'Brien
Vice President
Date: March 10, 1995
- 6 -
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
<S> <C> <C>
99 PacifiCorp news release issued March 9, 1995.
</TABLE>
<PAGE>
EXHIBIT 99
PACIFICORP NEWS RELEASE
______________________________________________________________________________
For further information contact:
Chris Hunter: (503) 731-2090
Scott Hibbs: (503) 731-2123
FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS..March 9, 1995
PACIFICORP AND PACIFIC TELECOM, INC. ANNOUNCE DEFINITIVE MERGER
AGREEMENT FOR A $30 PER SHARE ACQUISITION
PacifiCorp (NYSE:PPW) and Pacific Telecom, Inc. (Nasdaq National
Market:PTCM) jointly announced today a definitive merger agreement pursuant to
which PacifiCorp Holdings, Inc., a wholly-owned subsidiary of PacifiCorp, will
acquire the outstanding shares of Pacific Telecom not owned by it for $30 per
share in cash.
Under the terms of the agreement, a newly-formed, wholly-owned
subsidiary of PacifiCorp Holdings, Inc. will be merged with and into Pacific
Telecom and the holders of the approximately 5.3 million shares of common
stock of Pacific Telecom not held by PacifiCorp Holdings, Inc. would receive
$30 in cash in exchange for each share of Pacific Telecom common stock. As a
result of the merger, Pacific Telecom would become an indirect, wholly-owned
subsidiary of PacifiCorp.
The merger is conditioned upon, among other things, affirmative
approval of the merger by holders of a majority of the approximately 5.3
million shares held by the unaffiliated public shareholders. Additional
information relating to the merger, to be considered at Pacific Telecom's
annual meeting, the date of which has not yet been determined, will be set
forth in a proxy statement which must be
<PAGE>
submitted to the Securities and Exchange Commission before being mailed to
shareholders.
PacifiCorp Holdings, Inc. presently owns approximately 87% of the
outstanding shares of Pacific Telecom. On November 1, 1994, it proposed to
acquire the shares not owned by it for $28 per share in cash. Promptly
thereafter, Pacific Telecom formed a Special Committee of independent
directors to receive, study, negotiate and make recommendations to the Board
of Directors of Pacific Telecom regarding that proposal. The merger announced
today has been unanimously approved by the Board of Directors of Pacific
Telecom as fair to, and in the best interests of, Pacific Telecom's public
minority shareholders upon the unanimous recommendation of the Special
Committee. In connection with its recommendation of the transaction, the
Special Committee received the written opinions of Smith Barney Inc. and CS
First Boston Corporation, to the effect that the consideration to be received
by the minority shareholders in the merger is fair, from a financial point of
view, to such holders. The Board of Directors of PacifiCorp has received a
fairness opinion from Salomon Brothers Inc to the effect that the
consideration to be paid to minority shareholders is fair, from a financial
point of view, to PacifiCorp.
###
