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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
PACIFICORP
(Name of Issuer and Person Filing Statement)
$1.98 NO PAR SERIAL PREFERRED STOCK, SERIES 1992
(Title of Class of Securities)
695114660
(CUSIP Number of Class of Securities)
RICHARD T. O'BRIEN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PACIFICORP
700 NE MULTNOMAH STREET
PORTLAND, OREGON 97232-4116
(503) 731-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of the Person Filing Statement)
WITH COPIES TO:
Stoel Rives Winthrop, Stimson, Putnam & Roberts
700 NE Multnomah, Suite 950 One Battery Park Plaza
Portland, Oregon 97232-4109 New York, New York 10004-1490
Attention of John M. SchweitzerAttention of C. Payson Coleman, Jr.
(503) 872-4821 (212) 858-1426
September 6, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
$128,125,000 $25,625
=================================================================
* Calculated pursuant to Rule 0-11(b)(2).
[X] Check box if any part of the fee is offset by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form of Schedule and the date of its
filing.
Amount Previously Paid: $43,426.73
Form or Registration No.: 33-58569
Filing Party: PacifiCorp
Date Filed: April 12, 1995
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PAGE 1 OF 7 PAGES. EXHIBIT INDEX ON PAGE 7.<PAGE>
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INTRODUCTORY STATEMENT
This Issuer Tender Offer Statement on Schedule 13E-4 (this
"Statement") is being filed by PacifiCorp, an Oregon corporation
(the "Company"). This Statement relates to the offer (the
"Exchange Offer") by the Company to exchange up to $125,000,000
aggregate principal amount of its 8.55% Quarterly Income Debt
Securities (QUIDS) (Junior Subordinated Deferrable Interest
Debentures, Series B) (the "Debentures") for up to all of the
outstanding shares of the $1.98 No Par Serial Preferred Stock,
Series 1992 (the "Series 1992 Preferred Stock") of the Company.
The Exchange Offer will be effected on the basis of $25 principal
amount of Debentures (the minimum permitted denomination) for each
share of Series 1992 Preferred Stock (liquidation preference $25
per share) validly tendered and accepted for exchange in the
Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New
York City time, on October 4, 1995, unless the Exchange Offer is
extended.
The cross-reference sheet below is being supplied pursuant to
General Instruction B to Schedule 13E-4 and shows the location of
the information required to be included in response to the Items
of Schedule 13E-4 in the prospectus of the Company dated
September 6, 1995 (the "Prospectus"), which is included in this
Statement as Exhibit (a)(1). All cross-references below are to
captions and subcaptions in the text of the Prospectus. The
information in the Prospectus is hereby expressly incorporated by
reference, each cross-reference below being deemed to be an
incorporation by reference of the portions of the Prospectus
referred to and the response to each Item being qualified in its
entirety by the provisions of the Prospectus.
ITEM 1. SECURITY AND ISSUER.
(a) See "PROSPECTUS SUMMARY--The Company" and "THE COMPANY."
(b) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the
Exchange Offer" and "-- Securities Offered" and "THE EXCHANGE
OFFER--Terms of the Exchange Offer" and "--Transactions and
Arrangements Concerning the Series 1992 Preferred Stock."
(c) See "PROSPECTUS SUMMARY--The Exchange Offer--Comparison of
Debentures and Series 1992 Preferred Stock," "PRICE RANGE OF SERIES
1992 PREFERRED STOCK" and "THE EXCHANGE OFFER--Listing and Trading
of Debentures and Series 1992 Preferred Stock; Transfer
Restrictions."
(d) Not applicable.
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ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the
Exchange Offer" and "-- Securities Offered," "THE EXCHANGE
OFFER--Terms of the Exchange Offer" and "DESCRIPTION OF
DEBENTURES."
(b) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the
Exchange Offer" and "-- Securities Offered," "THE EXCHANGE OFFER-
- -Terms of the Exchange Offer" and "DESCRIPTION OF DEBENTURES."
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE.
See "PROSPECTUS SUMMARY--The Exchange Offer--Purpose of the
Exchange Offer," "--Terms of the Exchange Offer" and "--Untendered
Shares" and "THE EXCHANGE OFFER--Purpose of the Exchange Offer" and
"--Terms of the Exchange Offer."
(a) See "THE EXCHANGE OFFER--Purpose of the Exchange Offer."
(b) See "THE COMPANY."
(c) Not applicable.
(d) Not applicable.
(e) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the
Exchange Offer" and "-- Securities Offered," "SELECTED FINANCIAL
INFORMATION" and "DESCRIPTION OF DEBENTURES."
(f) Not applicable.
(g) Not applicable.
(h) See "RISK FACTORS--Risk That Preferred Stock May Be
Delisted or Become Illiquid."
(i) Not applicable.
(j) Not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
None.
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ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE ISSUER'S SECURITIES.
None, except as may be described under Item 6 and "THE EXCHANGE
OFFER--Transactions and Arrangements Concerning the Series 1992
Preferred Stock."
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
See "PROSPECTUS SUMMARY--The Exchange Offer--Exchange Agent and
Information Agent" and "--Dealer Managers" and "THE EXCHANGE OFFER-
- -Exchange Agent and Information Agent," "--Dealer Managers and "-
- -Fees and Expenses; Transfer Taxes."
ITEM 7. FINANCIAL INFORMATION.
(a) See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and
"SELECTED FINANCIAL INFORMATION."
(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) See "PROSPECTUS SUMMARY--The Exchange Offer--Comparison of
Debentures and Series 1992 Preferred Stock," "RISK FACTORS--Risk
That Preferred Stock May Be Delisted or Become Illiquid" and "THE
EXCHANGE OFFER--Listing and Trading of Debentures and Series 1992
Preferred Stock; Transfer Restrictions."
(c)-(e) None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Description
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(a) (1) Form of Prospectus.*
(2) Proposed Form of Letter of Transmittal from
PacifiCorp.*
(3) Proposed Form of Letter to Brokers.*
(4) Proposed Form of Letter to Clients*.
(5) Proposed Form of Notice of Guaranteed
Delivery.*<PAGE>
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(6) Proposed Form of Letter to Shareholders
from PacifiCorp.*
(b) (1) Form of Indenture between PacifiCorp and
The Bank of New York, as Trustee.*
(2) Form of Supplemental Indenture to
Indenture to be used in connection with
the issuance of the Debentures.*
(c) (1) Proposed Form of Dealer Managers
Agreement.*
(2) Proposed Form of Exchange Agent
Agreement.*
(3) Information Agent Agreement dated
April 3, 1995 between PacifiCorp and
Georgeson & Company Inc.*
(d) Opinion of Stoel Rives with respect to
tax matters.*
(e) Form of Prospectus (included in Exhibit
(a)(1)).
(f) Proposed Form of Questions and Answers.
- ---------------
* Incorporated by reference to Registration Statement on
Form S-4, File No. 33-58569, filed by PacifiCorp.
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SIGNATURES
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: September 6, 1995
PACIFICORP
By: RICHARD T. O'BRIEN
-------------------------
Richard T. O'Brien
(SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER)
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
(a) (1) Form of Prospectus.*
(2) Proposed Form of Letter of Transmittal from
PacifiCorp.*
(3) Proposed Form of Letter to Brokers.*
(4) Proposed Form of Letter to Clients*.
(5) Proposed Form of Notice of Guaranteed Delivery.*
(6) Proposed Form of Letter to Shareholders from
PacifiCorp.*
(b) (1) Form of Indenture between PacifiCorp and The Bank
of New York, as Trustee.*
(2) Form of Supplemental Indenture to Indenture to be
used in connection with the issuance of the
Debentures.*
(c) (1) Proposed Form of Dealer Manager Agreement.*
(2) Proposed Form of Exchange Agent Agreement.*
(3) Information Agent Agreement dated April 3, 1995
between PacifiCorp and Georgeson & Company Inc.*
(d) Opinion of Stoel Rives with respect to tax
matters.*
(e) Form of Prospectus (included in
Exhibit (a)(1)).
(f) Proposed Form of Questions and Answers.
- ---------------
* Incorporated by reference to Registration Statement on Form S-4,
File No. 33-58569, filed by PacifiCorp.
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PacifiCorp
Exchange Offer
8.55% Quarterly Income Debt Securities (QUIDS(SM))
(Junior Subordinated Deferrable Interest Debentures, Series B)
for
$1.98 No Par Serial Preferred Stock,
SERIES 1992 (SERIES 1992 PREFERRED STOCK)
QUESTIONS AND ANSWERS
THE FOLLOWING INFORMATION DOES NOT PURPORT TO BE COMPLETE AND IS
SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE ACCOMPANYING PROSPECTUS DATED
SEPTEMBER 6, 1995 AND THE RELATED LETTER OF TRANSMITTAL AND OTHER
ACCOMPANYING DOCUMENTS. CAPITALIZED TERMS USED BELOW HAVE THE SAME
MEANINGS AS IN THE PROSPECTUS.
Q. What is the Exchange Offer?
A. Upon the terms and conditions set forth in the
accompanying Prospectus and the Letter of
Transmittal, PacifiCorp will exchange up to $125
million principal amount of the QUIDS for up to
5,000,000 shares of the Series 1992 Preferred Stock.
The QUIDS are offered in minimum denominations of
$25 and integral multiples thereof, and the Series
1992 Preferred Stock has a liquidation preference
of $25 per share. Consequently, the Exchange Offer
will be effected on the basis of $25 principal
amount of the QUIDS for each share of Series 1992
Preferred Stock validly tendered and accepted for
exchange in the Exchange Offer.
Q. Why is PacifiCorp offering to exchange up to $125 million
principal amount of the QUIDS for the Series 1992 Preferred
Stock?
A. The principal purpose of the Exchange Offer is to
improve PacifiCorp's after-tax cash flow by
replacing the Series 1992 Preferred Stock with the
QUIDS. The potential cash flow benefit to
PacifiCorp arises because interest payable on the
QUIDS generally will be deductible by PacifiCorp as
it accrues for federal income tax purposes, while
the dividends payable on the Series 1992 Preferred
Stock are not deductible.
- ----------------
(SM) QUIDS is a service mark of Goldman, Sachs & Co.
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Q. Is the Exchange Offer applicable to any of PacifiCorp's other
securities (including the $1.98 No Par Serial Preferred Stock
(CUSIP 695114 71 0) issued in connection with PacifiCorp's
1989 merger with Utah Power & Light Company)?
A. No.
Q. What are QUIDS?
A. The QUIDS are unsecured debt securities to be issued
by PacifiCorp that are subordinate in right to
payment to PacifiCorp's senior indebtedness and to
obligations of its subsidiaries. The QUIDS are,
however, senior to the claims of the holders of
PacifiCorp's capital stock, including the Series
1992 Preferred Stock. In addition, the QUIDS will
also have the following terms:
- The QUIDS will have a 30 year maturity whereas
the Series 1992 Preferred Stock have no stated
final maturity.
- The QUIDS will bear interest at an annual rate
of 8.55% and, unlike the Series 1992 Preferred
Stock, are payable quarterly in arrears on
March 31, June 30, September 30 and December
31 of each year commencing on December 31,
1995. Dividends on the Series 1992 Preferred
Stock are payable quarterly out of funds
legally available therefor on February 15, May
15, August 15 and November 15 of each year for
the dividend periods ending on the fifth day
of each such month, when, as and if declared
by PacifiCorp's Board of Directors.
- The QUIDS may be called for redemption by
PacifiCorp at any time after May 31, 1997 at
100% of their principal amount. The
redemption provisions for the Series 1992
Preferred Stock are substantially similar to
those for the QUIDS.
- The QUIDS will have regular quarterly interest
payments that may be deferred, at the option
of PacifiCorp, for a period of up to 20
consecutive quarters (which is defined as an
Extension Period in the Prospectus). In the
event that PacifiCorp exercises such option,
PacifiCorp may not declare or pay dividends
on, or redeem, purchase or acquire, any shares
of its capital stock until deferred interest
on the QUIDS is paid in full, subject to
certain exceptions described in the
Prospectus. Although the quarterly dividend
payments for the Series 1992 Preferred Stock
may also be suspended at the option of
PacifiCorp, there are several distinctions
between PacifiCorp's right to suspend such
dividends and PacifiCorp's option to defer
interest payments on the QUIDS. For example,
the payment of dividends on the Series 1992
Preferred Stock may be suspended for an
indefinite period while any particular
Extension Period relating to the QUIDS may not
exceed 20 consecutive quarters. However,
unlike the Series 1992 Preferred Stock,
because the original issue discount rules
apply to the QUIDS, holders would continue to
accrue income thereon for federal income tax
purposes and, as a result, would include these
accrued amounts in gross income in advance of
the receipt of cash. Also, if the aggregate
amount of any <PAGE>
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such suspended dividends is at least equal to four
full quarterly payments, holders of the Series 1992
Preferred Stock have rights to elect a majority of
the full Board of Directors, whereas the holders of
the QUIDS have no voting rights arising from
PacifiCorp's option to extend an interest period.
Another distinction is that any deferred interest
payments on the QUIDS will be compounded quarterly
at a rate equal to the stated interest rate on the
QUIDS whereas any suspended dividends on the Series
1992 Preferred Stock do not have such a compounding
feature.
Q. How does the interest rate on the QUIDS compare to the
dividend rate on the Series 1992 Preferred Stock?
A. The effective yield for the Series 1992 Preferred
Stock, at its stated liquidation preference of $25
per share, is 7.92% per annum. The coupon on the
QUIDS is 8.55%, or .63% higher than such effective
yield on the Series 1992 Preferred Stock.
Q. Will interest on the QUIDS be eligible for reinvestment under
PacifiCorp's Dividend Reinvestment and Stock Purchase Plan?
A. No. However, dividends on other shares of PacifiCorp's
capital stock held by a tendering holder will remain
eligible for reinvestment under such Plan.
Q. The next dividend payment on the Series 1992 Preferred Stock
will be made November 15, 1995. Will the holders that
participate in the Exchange Offer be eligible for this
dividend?
A. No. In lieu of dividends accumulating after August
5, 1995 on the Series 1992 Preferred Stock, the
holders thereof will be entitled to accrued interest
at a rate of 7.92% per annum from August 6, 1995
through the Expiration Date referred to below, which
will be payable, together with interest on the
QUIDS, on December 31, 1995. Interest on the QUIDS
will begin accruing on the day following the
Expiration Date. However, if the Expiration Date
is extended by PacifiCorp, as described below, to
a date that is after October 20, 1995, then to the
extent the holders are shareholders of record for
the Series 1992 Preferred Stock on October 20, 1995,
the holders will receive a dividend for the period
from August 6, 1995 to November 5, 1995 payable on
November 15, 1995.
Q. When will the Exchange Offer expire?
A. The Expiration Date of the Exchange Offer will be
5:00 p.m., New York City time, on October 4, 1995,
unless extended by PacifiCorp. PacifiCorp may
decide, prior to the Expiration Date, to amend or
terminate the Exchange Offer and, at any time, to
extend the Exchange Offer as described further in
the accompanying documents.
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Q. Can a holder of the Series 1992 Preferred Stock revoke its
exchange?
A. Tenders of Series 1992 Preferred Stock pursuant to
the Exchange Offer may be withdrawn at any time
prior to the Expiration Date and, unless accepted
for exchange by PacifiCorp, may be withdrawn at any
time after 40 business days after the date of the
Prospectus. To be effective, written notice of
withdrawal must be completed and submitted to the
Exchange Agent in a timely fashion.
Q. Will the QUIDS be listed?
A. Like the Series 1992 Preferred Stock, PacifiCorp
expects that the QUIDS will be listed on the New
York Stock Exchange.
Q. Will the Exchange Offer constitute a taxable event?
A. The Exchange Offer will be a taxable event to those
holders that tender their Series 1992 Preferred
Stock in exchange for the QUIDS and the QUIDS will
be issued with original issue discount for federal
income tax purposes. As described in the
Prospectus, in the case of a holder who directly or
constructively owns solely Series 1992 Preferred
Stock, or not more than one percent of the Series
1992 Preferred Stock outstanding and not more than
one percent of all other classes of outstanding
stock of PacifiCorp, an exchange of all or part of
such holder's Series 1992 Preferred Stock for the
QUIDS pursuant to the Exchange Offer should
ordinarily be treated as an exchange. Each holder
should carefully consider the matters described
under "Certain Federal Income Tax Considerations"
in the Prospectus and consult their tax advisor to
determine the consequences to such holder of the
Exchange Offer and of holding the QUIDS.
Q. Are there any costs that a holder of the Series 1992 Preferred
Stock should consider in the context of the Exchange Offer?
A. Except for fees that may be charged to a holder by
a broker, dealer, bank or trust company for its
services and any transfer taxes incurred by a holder
in connection with the delivery of certificates
representing QUIDS to a person other than such
holder, the expenses of soliciting tenders of the
Series 1992 Preferred Stock will be borne by
PacifiCorp. Included in such expenses are fees
payable by PacifiCorp to the Dealer Managers, the
Information Agent and the Exchange Agent for
assisting in the Exchange Offer and a fee of $.50
per share payable to brokers that successfully
solicit tenders on behalf of PacifiCorp.
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Q. What is the process for a holder to participate in the
Exchange Offer?
A. Each registered holder of the Series 1992 Preferred
Stock should receive, together with these Questions
and Answers, copies of the Prospectus, a Letter of
Transmittal, a Notice of Guaranteed Delivery, a
letter addressed to Clients and Guidelines for
Certificate of Taxpayer Identification Number on
Substitute Form W-9. PacifiCorp urges each holder
to review each of these documents and to contact
such holder's broker and tax advisor for assistance.
In the event holders require other sources of
information they should contact the Information
Agent or the Dealer Managers at the toll-free
numbers listed in the Prospectus or the Letter of
Transmittal.
In order to participate in the Exchange Offer, the
holder must complete the information in the Letter
of Transmittal either by themselves or with the
assistance of their brokers if their brokers are the
registered holders on their behalf. If the Series
1992 Preferred Stock is registered in the name of
a broker, dealer, bank, trust company or other
nominee, the beneficial owner must instruct such
nominee to complete the Letter of Transmittal on
such beneficial owner's behalf.
The Letter of Transmittal must be mailed in time to
reach the Exchange Agent by the Expiration Date.
In the event that a holder is unable to fulfill the
requirements of the Letter of Transmittal, the
holder must submit the Notice of Guaranteed Delivery
on or prior to the Expiration Date. PacifiCorp
recommends that all mailings be registered and
insured by the holder for their protection.
