January 19, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Document Control - EDGAR, Room 1004
Re: Pricing Supplement No. 3 filed under Rule
424(b)(3) to Prospectus dated December 1,
1993 filed as a part of Registration
Statement on Form S-3, File No. 33-51163,
as supplemented by a Prospectus Supplement
dated July 18, 1994
Transmitted herewith on behalf of PacifiCorp (the "Company") for
filing under Rule 424(b)(3) is the Company's Pricing Supplement No. 3 to be
used in connection with the offer and sale of the Company's first mortgage
and collateral trust bonds, designated "Secured Medium-Term Notes,
Series G" under its Registration Statement on Form S-3, File No. 33-51163.
In accordance with Rule 424(e), the form of pricing supplement to
prospectus filed herewith contains in the upper right corner the paragraph
of Rule 424 under which the filing is made and the file number of the
registration statement to which the prospectus relates.
Very truly yours,
Richard T. O'Brien
Senior Vice President and
Chief Financial Officer
cc: Charles C. Leber
SEC Branch Chief
J. Bell, 700 POP
J. Schweitzer, 950 POP
<PAGE>
PRICING SUPPLEMENT NO. 3 DATED JANUARY 18, 1996 Rule 424(b)(3)
File No. 33-51163
(To Prospectus dated December 1, 1993
as supplemented by a Prospectus
Supplement dated July 18, 1994)
PACIFICORP
Secured Medium-Term Notes, Series G
(A Series of First Mortgage and Collateral Trust Bonds)
Due From Nine Months to One Hundred Years From Date of Issue
Issue Price (as a percentage of Interest Rate/Initial
Principal Amount): 100.00%* Initial Rate:6.71%
Principal Amount: $100,000,000 Interest Payment
Issue Date: January 23, 1996 Dates: January 15 and July 15
Maturity Date: January 15, 2026 Regular Record
Dates: June 30 and December 31
Interest Reset
Dates:
Index Maturity:
X Fixed Rate Notes Spread:
Commercial Paper Notes Spread Multiplier:
Libor Notes Maximum Interest Rate:
Treasury Rate Notes Minimum Interest Rate:
Specified Currency (if other
than U.S. Dollars):
Redemption:
Check blank opposite applicable sentence.
The Notes cannot be redeemed prior to Maturity.
X The Notes may be redeemed prior to Maturity.
Terms of Redemption: SEE ATTACHMENT FOR REDEMPTION TERMS
Additional Terms:
Under the terms of a Terms Agreement dated January 18, 1996,
PacifiCorp has agreed to sell to each of Morgan Stanley & Co.
Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc., and
Salomon Brothers Inc (the "Purchasers"), severally and not
jointly, and each of the Purchasers has agreed, severally and not
jointly, to purchase from PacifiCorp, $25,000,000 principal
amount of the Notes offered hereby at a purchase price equal to
99.125% of the principal amount thereof. The Purchasers are
committed to take and pay for all of such Notes, if any are
taken. The Purchasers propose to offer such Notes in part
directly to the public at the Issue Price set forth above, and in
part to certain securities dealers at such Issue Price less a
concession of .50% of the principal amount of such Notes. The
Purchasers may allow, and such dealers may reallow, a concession
not to exceed .25% of the principal amount of such Notes to
certain brokers and dealers. After such Notes are released for
sale to the public, the offering price and other selling terms
may from time to time be varied by the Purchasers.
*Plus accrued interest from January 15, 1996.
<PAGE>
ATTACHMENT TO PRICING
SUPPLEMENT NO. 3 DATED
JANUARY 18, 1996
The Notes will be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to
the greater of (i) 100% of their principal amount and (ii) the
sum of the present values of the remaining scheduled payments of
principal thereof and interest thereon discounted from their
respective scheduled due dates to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield plus 10 basis points, plus
in each case accrued interest to the date of redemption.
"Treasury Yield" means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the Notes
that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker"
means Morgan Stanley & Co. Incorporated or, if such firm is
unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing
appointed by Chemical Bank, as trustee (the "Trustee").
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Trustee, of the bid and
asked prices of the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing
to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on
the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Morgan Stanley &
Co. Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc. and
Salomon Brothers Inc, and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary
U.S. Government Securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
Holders of Notes to be redeemed will receive notice
thereof by first-class mail at least 30 and not more than 60 days
prior to the date fixed for redemption.
