<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _________ to _________
Commission File Number 1-5152
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 93-0246090
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
700 N.E. Multnomah, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 731-2000
Securities registered pursuant to section 12(b) of the Act:
Name of each exchange
Title of each Class on which registered
___________________ _____________________
Common Stock New York Stock Exchange
Pacific Stock Exchange
$1.98 No Par Serial Preferred Stock, New York Stock Exchange
($25 Stated Value), Series 1992
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
___________________
5% Preferred Stock (Cumulative; $100 Stated Value)
Serial Preferred Stock (Cumulative; $100 Stated Value)
No Par Serial Preferred Stock (Cumulative; Various Stated Values)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
On March 1, 1995, the aggregate market value of the shares of voting
stock of the Registrant held by nonaffiliates was approximately $5.8 billion.
As of March 1, 1995, there were 284,259,719 shares of the Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of the Registrant for the
year ended December 31, 1994 are incorporated by reference in Parts I and
II.
Portions of the Annual Reports on Form 10-K of Pacific Telecom, Inc. and
PacifiCorp Financial Services, Inc. for the year ended December 31, 1994 are
incorporated by reference in Part I.
Portions of the proxy statement of the Registrant for the 1995 Annual
Meeting of Shareholders are incorporated by reference in Part III.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits:
*(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. (Exhibit 2A, 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. (Exhibit 2B, Form 8-K dated March 9,
1995, File No. 0-873.)
*(3)a -- Second Restated Articles of Incorporation of the Company, as
amended. (Exhibit (3)a, Form 10-K for fiscal year ended
December 31, 1992, File No. 1-5152).
*(3)b -- Bylaws of the Company (as restated and amended November 17,
1993). (Exhibit (3)b, Form 10-K for fiscal year ended
December 31, 1993, File No. 1-5152).
*(4)a -- Mortgage and Deed of Trust dated as of January 9, 1989, between
the Company and Morgan Guaranty Trust Company of New York
(Chemical Bank, successor), Trustee, as supplemented and
modified by nine Supplemental Indentures (Exhibit 4-E, Form 8-B,
File No. 1-5152; Exhibit (4)(b), File No. 33-31861; Exhibit
(4)(a), Form 8-K dated January 9, 1990, File No. 1-5152; Exhibit
4(a), Form 8-K dated September 11, 1991, File No. 1-5152;
Exhibit 4(a), Form 8-K dated January 7, 1992, File No. 1-5152;
Exhibit 4(a), Form 10-Q for the quarter ended March 31, 1992,
File No. 1-5152; and Exhibit 4(a), Form 10-Q for the quarter
ended September 30, 1992, File No. 1-5152; Exhibit 4(a), Form
8-K dated April 1, 1993, File No. 1-5152; Exhibit 4(a), Form
10-Q for the quarter ended September 30, 1993, File No. 1-5152);
and Exhibit 4(a), Form 10-Q for the quarter ended June 30, 1994,
File No. 1-5152).
(4)b -- Tenth Supplemental Indenture dated as of August 1, 1994 to the
Mortgage and Deed of Trust dated as of January 9, 1989 between
the Company and Morgan Guaranty Trust Company of New York
(Chemical Bank, successor), Trustee.
*(4)c -- Mortgage and Deed of Trust dated as of July 1, 1947, between
Pacific Power & Light Company and Guaranty Trust Company of New
York (Chemical Bank, successor) and Oliver R. Brooks et al.
(resigned) Trustees, as supplemented and modified by
16
<PAGE>
fifty-two Supplemental Indentures (Exhibit 7(d), File No.
2-7118; Exhibit 7(b), File No. 2-8354; Exhibit 4(b)-3, File No.
2-9446; Exhibit 4(b)-4, File No. 2-9809; Exhibit 4(b)-5, File
No. 2-10731; Exhibit 4(b)-6, File No. 2-11022; Exhibit 4(b)-7,
File No. 2-12576; Exhibit 4(b)-8, File No. 2-13403; Exhibit
4(b)-2, File No. 2-13793; Exhibit 4(b)-2, File No. 2-14125;
Exhibit 4(b)-2, File No. 2-14706; Exhibit 4(b)-2, File No.
2-16843; Exhibit 4(b)-2, File No. 2-19841; Exhibit 4(b)-2, File
No. 2-20797; Exhibit 4(b)-3, File No. 2-20797; Exhibit 4(b)-2,
File No. 2-15327; Exhibit 4(b)-2, File No. 2-21488; Exhibit
4(b)-2, File No. 2-15327; Exhibit 4(b)-2, File No. 2-23922;
Exhibit 4(b)-5, File No. 2-15327; Exhibit 4(b)-2, File No.
2-32390; Exhibit 4(b)-2, File No. 2-34731; Exhibit 2(b)-1, File
No. 2-37436; Exhibit 2(b)-4, Thirteenth Amendment, File No.
2-15327; Exhibit 5(gg), File No. 2-43377; Exhibit 2(b)-1, File
No. 2-45648; Exhibit 2(b)-1, File No. 2-49808; Exhibit 2(b)-1,
File No. 2-52039; Exhibit 2, Form 8-K for the month of June
1975, File No. 1-5152; Exhibit 2, Form 8-K for the month of
January 1976, File No. 1-5152; Exhibit 3(c), Form 8-K for the
month of July 1976, File No. 1-5152; Exhibit 2, Form 8-K for the
month of December 1976, File No. 1-5152; Exhibit 3(c), Form 8-K
for the month of January 1977, File No. 1-5152; Exhibit 5(yy),
File No. 2-60582; Exhibit 5(m)-2, File No. 2-66153; Exhibit
4(a)-2, File No. 2-70905; Exhibit (4)a, Form 10-K for the fiscal
year ended December 31, 1980, File No. 1-5152; Exhibit 4(b),
Form 10-K for the fiscal year ended December 31, 1981, File No.
1-5152; Exhibit (4)b, Form 10-K for the fiscal year ended
December 31, 1982, File No. 1-5152; Exhibit (4)b, File No.
2-82676; Exhibit (4)b, Form 10-K for the fiscal year ended
December 31, 1985, File No. 1-5152; Exhibit 4, Form 8-K dated
July 25, 1986, File No. 1-5152; Exhibit 4, Form 8-K dated May
18, 1988, File No. 1-5152; Exhibit 4(a), Form 8-K dated January
9, 1989, File No. 1-5152; Exhibit (4)(d), File No. 33-31861;
Exhibit (4)(b), Form 8-K dated January 9, 1990, File No. 1-5152;
Exhibit 4(b), Form 8-K dated September 11, 1991, File No.
1-5152; Exhibit 4(b), Form 8-K dated January 7, 1992, File No.
1-5152; Exhibit 4(b), Form 10-Q for the quarter ended March 31,
1992, File No. 1-5152; Exhibit 4(b), Form 10-Q for the quarter
ended September 30, 1992, File No. 1-5152; Exhibit 4(b), Form
8-K dated April 1, 1993, File No. 1-5152; Exhibit 4(b), Form
10-Q for the quarter ended September 30, 1993, File No. 1-5152;
and Exhibit 4(b), Form 10-Q for the quarter ended June 30, 1994,
File No. 1-5152).
(4)d -- Fifty-third Supplemental Indenture dated as of August 1, 1994 to
the Mortgage and Deed of Trust dated as of July 1, 1947 between
Pacific Power & Light Company and Guaranty Trust Company of New
York (Chemical Bank, successor) and Oliver R. Brooks et al.
(resigned), Trustees.
*(4)e -- Mortgage and Deed of Trust dated as of December 1, 1943, between
Utah Power & Light Company and Guaranty Trust Company of New
York (Morgan Guaranty, successor) and Arthur E. Burke et al.
(resigned) Trustees, as supplemented and modified by fifty-four
Supplemental Indentures (Exhibits 7(a), 7(b) and 7(e), File No.
2-6245; Exhibit 7(a), File No. 2-7420; Exhibit 7(a), File No.
2-7880; Exhibit 7(a), File No. 2-8057; Exhibit 7(g), File No.
2-8564; Exhibit 7(h), File No. 2-9121; Exhibit 4(d), File No.
2-9796; Exhibit 4(d), File No. 2-10707; Exhibit 4(d), File No.
2-11822; Exhibit 4(d), File No. 2-13560; Exhibit 4(d), File No.
2-16861; Exhibit 4(d), File No. 2-20176; Exhibit 2(c), File No.
2-21141; Exhibit 2(c), File No. 2-59660; Exhibit 2(e), File No.
2-28131; Exhibit 2(e), File No. 2-59660; Exhibit 2(e), File No.
2-36342; Exhibit 2(e), File No. 2-39394; Exhibits 2(h) and 2(i),
File No. 2-59660; Exhibit 2(d), File No. 2-51736; Exhibit 2(c),
File No. 2-54812; Exhibit 2(c), File No. 2-55331; Exhibit 2(c),
File No. 2-55762; Exhibit 2(d), File No. 2-56990; Exhibit 2(e),
File No. 2-56990; Exhibits 2(c) and 2(d), File No. 2-58227;
Exhibit 2(r), File No. 2-59660; Exhibits 2(c) and 2(d), File No.
2-61221; Exhibit 2(c), File No. 2-63813; Exhibit 2(c), File No.
2-65221; Exhibit 2(c)-1, File No. 2-66680;
17
<PAGE>
Exhibits 4(b) and 4(c)-1, File No. 2-74773; Exhibit 4(d), File
No. 2-80100; Exhibits 4(d)-2 and 4(d)-3, File No. 2-76293;
Exhibit 4(b), File No. 33-9932; Exhibit 4(b), File No. 33-13207;
Exhibits 4(a) and 4(b), File No. 33-01890; Exhibit 4(b), Form
8-K dated January 9, 1989, File No. 1-5152; Exhibit (4)(f), File
No. 33-31861; Exhibit (4)(c), Form 8-K dated January 9, 1990,
File No. 1-5152; Exhibit 4(c), Form 8-K dated September 11,
1991, File No. 1-5152; Exhibit 4(c), Form 8-K dated January 7,
1992, File No. 1-5152; Exhibit 4(c), Form 10-Q for the quarter
ended March 31, 1992, File No. 1-5152; Exhibit 4(c), Form 10-Q
for the quarter ended September 30, 1992, File No. 1-5152;
Exhibit 4(c), Form 8-K dated April 1, 1993, File No. 1-5152;
Exhibit 4(c), Form 10-Q for the quarter ended September 30,
1993, File No. 1-5152; and Exhibit 4(c), Form 10-Q for the
quarter ended June 30, 1994, File No. 1-5152).
(4)f -- Fifty-fifth Supplemental Indenture dated as of August 1, 1994 to
the Mortgage and Deed of Trust dated as of December 1, 1943
between Utah Power & Light Company and Guaranty Trust Company of
New York (Chemical Bank, successor) and Arthur E. Burke et al.
(resigned), Trustees.
*(4)g -- Second Restated Articles of Incorporation, as amended, and
Bylaws. See (3)a and (3)b above.
In reliance upon item 601(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the Registrant and its subsidiaries are not being filed because
the total amount authorized under each such instrument does not
exceed 10 percent of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant hereby
agrees to furnish a copy of any such instrument to the
Commission upon request.
*+(10)a -- PacifiCorp Deferred Compensation Payment Plan (Exhibit 10-F,
Form 10-K for fiscal year ended December 31, 1992, File No.
1-8749).
+(10)b -- PacifiCorp Compensation Reduction Plan dated December 1, 1994,
as amended.
*+(10)c -- Pacific Telecom Executive Bonus Plan, dated October 26, 1990
(Exhibit 10B, Form 10-K for the fiscal year ended December 31,
1990, File No. 0-873).
+(10)d -- PacifiCorp 1995 PerformanceShare Incentive Plan.
+(10)e -- PacifiCorp 1995 Individual Incentive Plan.
+(10)f -- PacifiCorp Non-Employee Directors' Stock Compensation Plan dated
August 1, 1985, as amended.
*+(10)g -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit
10G, Form 10-K for the year ended December 31, 1993, File No.
0-873).
*+(10)h -- Form of Restricted Stock Agreement under PacifiCorp Long Term
Incentive Plan, 1993 Restatement (Exhibit 10H, Form 10-K for the
year ended December 31, 1993, File No. 0-873).
+(10)i -- PacifiCorp Supplemental Executive Retirement Plan 1988
Restatement, as amended.
*+(10)j -- PacifiCorp Executive Severance Plan (Exhibit (10)m, Form 10-K
for fiscal year ended December 31, 1988, File No. 1-5152).
*+(10)k -- Pacific Telecom Executive Deferred Compensation Plan dated as of
January 1, 1994, as amended (Exhibit 10L, Form 10-K for the year
ended December 31, 1994, File No. 0-873).
*+(10)l -- Pacific Telecom Long Term Incentive Plan 1994 Restatement dated
as of January 1, 1994 (Exhibit 10F, Form 10-K for the fiscal
year ended December 31, 1993, File No. 0-873).
18
<PAGE>
*+(10)m -- Pacific Telecom Executive Officer Severance Plan (Exhibit 10N,
Form 10-K for the year ended December 31, 1994, File No. 0-873).
*+(10)n -- Form of Restricted Stock Agreement under Pacific Telecom Long-
Term Incentive Plan 1994 Restatement (Exhibit (10)o, Form 10-K
for the year ended December 31, 1993, File No. 1-5152).
*+(10)o -- Incentive Compensation Agreement dated as of February 1, 1994
between PacifiCorp and Frederick W. Buckman (Exhibit (10)k, Form
10-K for the fiscal year ended December 31, 1993, File No.
1-5152).
*+(10)p -- Restricted Stock Agreement dated as of December 3, 1992 between
PacifiCorp and A. M. Gleason (Exhibit (10)k, Form 10-K for the
fiscal year ended December 31, 1992, File No. 1-5152).
*+(10)q -- Compensation Agreement dated as of February 9, 1994 between
PacifiCorp and Keith R. McKennon (Exhibit (10)m, Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-5152).
+(10)r -- Amendment No. 1 to Compensation Agreement between PacifiCorp and
Keith R. McKennon dated as of February 9, 1995.
*(10)s -- Short-Term Surplus Firm Capacity Sale Agreement executed July 9,
1992 by the United States of America Department of Energy acting
by and through the Bonneville Power Administration and Pacific
Power & Light Company (Exhibit (10)n, Form 10-K for the fiscal
year ended December 31, 1992, File No. 1-5152).
(10)t -- Restated Surplus Firm Capacity Sale Agreement executed
September 27, 1994 by the United States of America Department of
Energy acting by and through the Bonneville Power Administration
and Pacific Power & Light Company.
(12)a -- Statements of Computation of Ratio of Earnings to Fixed Charges.
(See page S-1.)
(12)b -- Statements of Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends. (See page S-2.)
(13) -- Portions of Annual Report to Shareholders of the Registrant for
the year ended December 31, 1994 incorporated by reference
herein.
(21) -- Subsidiaries. (See pages S-2 through S-4.)
(23) -- Consent of Deloitte & Touche LLP with respect to Annual Report
on Form 10-K.
(24) -- Powers of Attorney.
(27) -- Financial Data Schedule (filed electronically only).
(99)a -- "Item 1. Business" and "Item 2. Properties" from the Annual
Reports on Form 10-K of Pacific Telecom, Inc. and PacifiCorp
Financial Services, Inc. for the year ended December 31, 1994.
(99)b -- Annual Report on Form 11-K of the PacifiCorp Compensation
Reduction Plan for the fiscal year ended December 31, 1994.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated March 9, 1995, under "Item 5. Other Events," the
Company filed a press release reporting a proposed merger under which the
minority interest in Pacific Telecom, Inc. would be acquired by
PacifiCorp Holdings. In addition, the Company reported certain summary
financial information.
(c) See (a) 3. above.
(d) See (a) 2. above.
19
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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
By RICHARD T. O'BRIEN
__________________________________
Richard T. O'Brien, Vice President
Date: April 28, 1995
20
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
(99)b Annual Report on Form 11-K of the Utah Power &
Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp for the fiscal year ended
December 31, 1993 (filed electronically)
<PAGE>
Exhibit (23)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Report on
Form 11-K 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 changes adopted in accounting for income taxes and
other postretirement benefits), appearing in and incorporated
by reference in your Annual Report on Form 10-K of PacifiCorp
for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Portland, Oregon
April 27, 1995
<PAGE>
EXHIBIT (99)b
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
_______________________________
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] for the fiscal year
ended December 31, 1994 or
___________________
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the
transition period from ______________ to ______________
_______________________________
COMMISSION FILE NUMBER: 1-5152
A. Full title of the plan and the address of the plan,
if difference from that of the issuer named below:
PACIFICORP COMPENSATION REDUCTION PLAN
DATED DECEMBER 1, 1994, AS AMENDED
B. Name of the issuer of the securities held pursuant to
the plan and the address of its principal executive
office:
PACIFICORP
700 NE MULTNOMAH, SUITE 1600
PORTLAND, OR 97232
<PAGE>2
REQUIRED INFORMATION
1-2. PacifiCorp, an Oregon corporation (the "Company") adopted
the Company's Compensation Reduction Plan (the "Plan") on
December 1, 1994. Compensation amounts deferred by
participants in the Plan are general obligations of the
Company; the Plan has no assets, and thus no financial
statements. The Company's financial statements for the
year ended December 31, 1994 are contained in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-5152), and are incorporated
herein by reference.
3. See 1-2 above.
4. Not applicable
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Compensation Reduction Plan
Administrative Committee, which administers the Plan, has duly
caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated as of: April 28, 1995
PACIFICORP COMPENSATION
REDUCTION PLAN DATED
DECEMBER 1, 1994
By: MICHAEL J. PITTMAN
____________________________________
Michael J. Pittman, Committee Member
<PAGE>4
EXHIBIT INDEX
Sequential
Exhibit No. Document Description Page No.
___________ ____________________ __________
(23) Consent of Deloitte
& Touche LLP
