PACIFICORP /OR/, S-8, 1996-03-07

PACIFICORP /OR/
S-8, 1996-03-07
ELECTRIC & OTHER SERVICES COMBINED

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1996
REGISTRATION NO. 33-__________
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
PACIFICORP
(Exact name of registrant as specified in its charter)
--------------------

OREGON 93-9246090
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

700 NE Multnomah, Suite 1600
Portland, Oregon 97232
(Address of Principal (Zip Code)
Executive Offices)
--------------------

1996 RESTRICTED STOCK AGREEMENTS
BETWEEN PACIFICORP AND CERTAIN EXECUTIVES
(FULL TITLE OF THE PLAN)

RICHARD T. O'BRIEN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PACIFICORP
700 NE MULTNOMAH, SUITE 1600
PORTLAND, OR 97232
(NAME AND ADDRESS OF AGENT FOR SERVICE)

TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE: (503) 731-2000

COPY TO:

JOHN M. SCHWEITZER
STOEL RIVES LLP
700 NE MULTNOMAH, SUITE 1600
PORTLAND, OREGON 97232
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 19,942 Shares $20.75 $413,797 $143
=========================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $20.75, which was the
average of the high and low prices of the Common Stock on March 5,
1996, as reported in The Wall Street Journal for New York Stock
Exchange listed securities.
</TABLE>

<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.
---------------------------------------

The following documents filed by PacifiCorp (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

(a) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or
the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 that contains audited financial statements
for the Company's latest fiscal year for which such statements
have been filed.

(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or prospectus referred to
in (a) above.

(c) The description of the common stock of the Company
contained in the Company's registration under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report
updating such description.

All reports and other documents subsequently filed by the
Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4. Description of Securities.
-------------------------

Not Applicable.

Item 5. Interests of Named Experts and Counsel.
--------------------------------------

Not applicable.

Item 6. Indemnification of Directors and Officers.
-----------------------------------------

The Company's Second Restated Articles of Incorporation, as
amended ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require
the Company to indemnify directors and officers to the fullest extent not
prohibited by law. The right to and amount of indemnification will be
ultimately subject to determination by a court that indemnification in the
circumstances presented is consistent with public policy considerations and
other provisions of law. It is likely, however, that the Restated Articles
would require indemnification at least to the extent that indemnification
is authorized by the Oregon Business Corporation Act ("OBCA"). The effect
of the OBCA is summarized as follows:

(a) The OBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding, other than an action by or in the right of the Company,
against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred, provided
the person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. Indemnification is
not permitted in connection with a

II-1
<PAGE>
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of nolo contendere or its equivalent is not, of itself, determinative
that the person did not meet the prescribed standard of conduct.

(b) The OBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right of the
Company against the reasonable expenses (including attorneys' fees)
incurred, if the person concerned acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification may be granted if such person
is adjudged to be liable to the Company unless permitted by a court.

(c) Under the OBCA, the Company may not indemnify a person in
respect of a proceeding described in (a) or (b) above unless it is
determined that indemnification is permissible because the person has met
the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of directors
not at the time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority vote of a
committee of two or more directors not at the time parties to the
proceeding, (iii) by special legal counsel selected by the Board of
Directors or the committee thereof, as described in (i) and (ii) above, or
(iv) by the shareholders. Authorization of the indemnification and
evaluation as to the reasonableness of expenses are to be determined as
specified in any one of (i) through (iv) above, except that if the
determination of such indemnification's permissibility is made by special
counsel then the determination of the reasonableness of such expenses is to
be made by those entitled to select special counsel. Indemnification can
also be ordered by a court if the court determines that indemnification is
fair in view of all of the relevant circumstances. Notwithstanding the
foregoing, every person who has been wholly successful, on the merits or
otherwise, in defense of a proceeding described in (a) or (b) above is
entitled to be indemnified as a matter of right against reasonable expenses
incurred in connection with the proceeding.

(d) Under the OBCA, the Company may pay for or reimburse the
reasonable expenses incurred in defending a proceeding in advance of the
final disposition thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of the director's or officer's good
faith belief that he or she has met the prescribed standard of conduct, and
(ii) a written undertaking to repay the advance if it is ultimately
determined that such person did not meet the standard of conduct.

The rights of indemnification described above are not exclusive
of any other rights of indemnification to which officers or directors may
be entitled under any statute, agreement, vote of shareholders, action of
directors, or otherwise. Resolutions adopted by the Company's Board of
Directors require the Company to indemnify directors and officers of the
Company to the fullest extent permitted by law and are intended to create
an obligation to indemnify to the fullest extent a court may find to be
consistent with public policy considerations.

The Company has directors' and officers' liability insurance
coverage which insures officers and directors of the Company against
certain liabilities.

Item 7. Exemption From Registration Claimed.
-----------------------------------

Not Applicable.

II-2
<PAGE>
Item 8. Exhibits.
--------

(4)(a) Second Restated Articles of Incorporation of the Company, as amended.
Incorporated by reference to Exhibit (3)a, Form 10-K for the fiscal
year ended December 31, 1992, File No. 1-5152.

(4)(b) Bylaws of the Company as amended May 10, 1995. Incorporated by
reference to Exhibit (3)b, Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-5152.

(23) Consent of Deloitte & Touche.
(24) Powers of Attorney.

Item 9. Undertakings.
------------

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act

II-3
<PAGE>
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
February 23, 1996.

PACIFICORP

By FREDERICK W. BUCKMAN
----------------------------------------
Frederick W. Buckman
President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons on
February 23, 1996 in the capacities indicated.

SIGNATURE TITLE

*FREDERICK W. BUCKMAN President, Chief Executive Officer
- ----------------------------------- and Director
Frederick W. Buckman

*RICHARD T. O'BRIEN Senior Vice President and Chief
- ----------------------------------- Financial Officer (also Chief
Richard T. O'Brien Accounting Officer)

*KATHRYN A. BRAUN Director
- -----------------------------------
Kathryn A. Braun

*C. TODD CONOVER Director
- -----------------------------------
C. Todd Conover

*RICHARD C. EDGLEY Director
- -----------------------------------
Richard C. Edgley

*NOLAN E. KARRAS Director
- -----------------------------------
Nolan E. Karras

*KEITH R. McKENNON Director
- -----------------------------------
Keith R. McKennon
(CHAIRMAN)

*ROBERT G. MILLER Director
- -----------------------------------
Robert G. Miller

II-5
<PAGE>
*VERL R. TOPHAM Director
- -----------------------------------
Verl R. Topham

*DON M. WHEELER Director
- -----------------------------------
Don M. Wheeler

*NANCY WILGENBUSCH Director
- -----------------------------------
Nancy Wilgenbusch

*PETER I. WOLD Director
- -----------------------------------
Peter I. Wold

*By FREDERICK W. BUCKMAN
-------------------------------
Frederick W. Buckman
(ATTORNEY-IN-FACT)

II-6
<PAGE>
EXHIBIT INDEX

Sequential
Exhibit Page
Number Document Description Number
- ------- -------------------- ----------

(4)(a) Second Restated Articles of Incorporation of the Company,
as amended. Incorporated by reference to Exhibit (3)a,
Form 10-K for the fiscal year ended December 31, 1992,
File No. 1-5152.

(4)(b) Bylaws of the Company, as amended May 10, 995.
Incorporated by reference to Exhibit (3)b, Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-5152.

(23) Consent of Deloitte & Touche LLP.

(24) Powers of Attorney.

II-6

Exhibit 23

INDEPENDENT AUDITORS' CONSENT

PacifiCorp:

We consent to the incorporation by reference in this Registration Statement
of PacifiCorp on Form S-8 of our reports dated February 17, 1995 (March 9,
1995 as to the agreement to acquire the minority interest in Pacific
Telecom, Inc.), appearing in and incorporated by reference in the Annual
Report on Form 10-K of PacifiCorp for the year ended December 31, 1994.

DELOITTE & TOUCHE LLP

March 5, 1996

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman, and Richard T. O'Brien and each of them, the
undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign the
Form S-8 Registration Statement under The Securities Act of 1933, prepared
in connection with the Restricted Stock Agreements with Frederick W.
Buckman, John A. Bohling, Paul G. Lorenzini, John E. Mooney, Richard T.
O'Brien, Daniel L. Spalding, Dennis P. Steinberg, and Verl R. Topham, and
any and all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities & Exchange Commission, granting
unto said attorneys and agents, and each of them, full power and authority
to do any and all acts and things necessary or advisable to be done, as
fully and to all intents and purposes as the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Dated: February 23, 1996

By FREDERICK W. BUCKMAN
-----------------------------------
Frederick W. Buckman

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By RICHARD T. O'BRIEN
-----------------------------------
Richard T. O'Brien

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By KATHRYN A. BRAUN
-----------------------------------
Kathryn A. Braun

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By C. TODD CONOVER
-----------------------------------
C. Todd Conover

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By RICHARD C. EDGLEY
-----------------------------------
Richard C. Edgley

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By NOLAN E. KARRAS
-----------------------------------
Nolan E. Karras

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By KEITH R. McKENNON
-----------------------------------
Keith R. McKennon

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By ROBERT G. MILLER
-----------------------------------
Robert G. Miller

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By VERL R. TOPHAM
-----------------------------------
Verl R. Topham

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By DON M. WHEELER
-----------------------------------
Don M. Wheeler

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By NANCY WILGENBUSCH
-----------------------------------
Nancy Wilgenbusch

<PAGE>
POWER OF ATTORNEY

Dated: February 23, 1996

By PETER I. WOLD
-----------------------------------
Peter I. Wold