SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
PACIFICORP PACIFICORP CAPITAL I
- --------------------------------------- ---------------------------------------
(Exact name of registrant as specified in its charter)
OREGON DELAWARE
- --------------------------------------- ---------------------------------------
(State of incorporation (State of incorporation
or organization) or organization)
93-0246090 Application Submitted
- --------------------------------------- ---------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
c/o PacifiCorp
700 NE Multnomah, Portland, OR 700 NE Multnomah, Portland, OR
- --------------------------------------- ---------------------------------------
(Address of principal (Address of principal
executive offices) executive offices)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
- --------------------------------------- ---------------------------------------
8 1/4% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series A (QUIPSSM)
(and the Series A Guarantee with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
For a full description of PacifiCorp Capital I's 8 1/4% Cumulative
Quarterly Income Preferred Securities, Series A (QUIPSSM) (the "Series A
Preferred Securities") and PacifiCorp's guarantee (the "Guarantee") being
registered hereby, reference is made to the information contained under the
captions "Description of Preferred Securities", "Description of Junior
Subordinated Debentures" and "Description of Guarantee" in the Prospectus
dated June 5, 1996, and the information contained under the captions
"Certain Terms of Series A Preferred Securities" and "Certain Terms of
Series C Debentures" in the Prospectus Supplement dated June 6, 1996. The
Prospectus and Prospectus Supplement form part of the Company's
Registration Statement (Registration No. 333-03357) filed with the
Securities and Exchange Commission ("SEC") on May 8, 1996, under the
Securities Act of 1933, as amended, which registration statement was
amended by Amendment No. 1 filed with the SEC on May 31, 1996 and declared
effective on June 5, 1996. The information contained in the foregoing
Registration Statement, as amended (the "Registration Statement"), the
Prospectus, and the Prospectus Supplement to be filed with the SEC pursuant
to Rule 424(b), are incorporated herein by reference.
ITEM 2. Exhibits
--------
2.1 Certificate of Trust of PacifiCorp Capital I.
Incorporated by reference to Exhibit 4(e) to the
Registration Statement.
2.2(a) Trust Agreement of PacifiCorp Capital I. Incorporated by
reference to Exhibit 4(f) to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement for
PacifiCorp Capital I. Incorporated by reference to
Exhibit 4(i) to the Registration Statement.
2.3 Form of Preferred Security Certificate for PacifiCorp
Capital I. Incorporated by reference to Exhibit 4(j) to
the Registration Statement.
2.4 Form of Guarantee Agreement for PacifiCorp Capital I.
Incorporated by reference to Exhibit 4(k) to the
Registration Statement.
2.5 Indenture dated as of May 1, 1995 between PacifiCorp and
The Bank of New York, as Trustee, as supplemented by two
Supplemental Indentures. Incorporated by reference to
Exhibit 4(a) to the Registration Statement.
2
<PAGE>
2.6 Form of Supplemental Indenture to be used in connection
with the issuance of Junior Subordinated Debentures
only. Incorporated by reference to Exhibit 4(b) to the
Registration Statement.
2.7 Form of Third Supplemental Indenture to Indenture to be
used in connection with the issuance of Corresponding
Junior Subordinated Debentures and Preferred Securities.
Incorporated by reference to Exhibit 4(c) to the
Registration Statement.
2.8 Form of Junior Subordinated Debenture. Incorporated by
reference to Exhibit 4(d) to the Registration Statement.
3
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrants have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized.
Date: June 6, 1996
PACIFICORP PACIFICORP CAPITAL I
By: WILLIAM E. PERESSINI By: WILLIAM E. PERESSINI
----------------------------- ------------------------------
William E. Peressini William E. Peressini
Vice President and Treasurer Administrative Trustee
4
<PAGE>
EXHIBIT INDEX
Exhibits
- --------
2.1 Certificate of Trust of PacifiCorp Capital I.
Incorporated by reference to Exhibit 4(e) to the
Registration Statement.
2.2(a) Trust Agreement of PacifiCorp Capital I. Incorporated by
reference to Exhibit 4(f) to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement for
PacifiCorp Capital I. Incorporated by reference to
Exhibit 4(i) to the Registration Statement.
2.3 Form of Preferred Security Certificate for PacifiCorp
Capital I. Incorporated by reference to Exhibit 4(j) to
the Registration Statement.
2.4 Form of Guarantee Agreement for PacifiCorp Capital I.
Incorporated by reference to Exhibit 4(k) to the
Registration Statement.
2.5 Indenture dated as of May 1, 1995 between PacifiCorp and
The Bank of New York, as Trustee, as supplemented by two
Supplemental Indentures. Incorporated by reference to
Exhibit 4(a) to the Registration Statement.
2.6 Form of Supplemental Indenture to be used in connection
with the issuance of Junior Subordinated Debentures
only. Incorporated by reference to Exhibit 4(b) to the
Registration Statement.
2.7 Form of Third Supplemental Indenture to Indenture to be
used in connection with the issuance of Corresponding
Junior Subordinated Debentures and Preferred Securities.
Incorporated by reference to Exhibit 4(c) to the
Registration Statement.
2.8 Form of Junior Subordinated Debenture. Incorporated by
reference to Exhibit 4(d) to the Registration Statement.
5
