<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PacifiCorp
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
March 29, 1996
To Our Shareholders:
Our annual meeting of shareholders will be held this year in Portland, Oregon
and you are cordially invited to attend.
Date: Wednesday, May 8, 1996
Time: 1:30 p.m.
Place: Red Lion Hotel/Lloyd Center
1000 NE Multnomah
Portland, Oregon
The official business portion of the meeting will cover the items described
in the notice of the annual meeting and the proxy statement which are attached.
Management will also report on operations and other matters affecting the
Company, followed by a question and answer session. After the meeting, officers
and directors will be available to visit with shareholders.
Should you have any questions about any of the matters to be considered at
the meeting, we would be happy to hear from you.
Sincerely,
[SIGNATURE]
President and Chief Executive
Officer
[SIGNATURE]
Chairman
P.S. A significant number of our shareholders own less than 100 shares each.
Regardless of the number of shares you own, your vote is important. The
prompt return of your proxy will save follow-up expenses and assure proper
representation at the meeting.
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of PACIFICORP:
The 1996 Annual Meeting of Shareholders of PacifiCorp will be held at the Red
Lion Hotel/Lloyd Center, 1000 NE Multnomah, Portland, Oregon 97232 on
Wednesday, May 8, 1996, at 1:30 p.m. Pacific Daylight Time, for the following
purposes:
1. to elect four Class III directors, each to serve for a term of three
years and until their successors are duly elected and qualified;
2. to act on the proposed ratification of the appointment of Deloitte &
Touche LLP to serve as independent auditor of the Company for the year
1996; and
3. to transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 15, 1996 will
be entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. The meeting is subject to adjournment from time to time as the
shareholders present in person or by proxy may determine.
All shareholders who find it convenient to do so are cordially invited to
attend the meeting in person.
Whether or not you plan to attend, please sign, date and return the
accompanying form of proxy in the enclosed postage paid return envelope. We
shall appreciate your giving this matter your prompt attention.
By Order of the Board of Directors
Sally A. Nofziger
Vice President and Corporate
Secretary
Portland, Oregon
March 29, 1996
<PAGE>
[LOGO OF PACIFICORP APPEARS HERE]
700 N.E. MULTNOMAH
PORTLAND, OREGON 97232
PROXY STATEMENT
A proxy in the accompanying form is solicited by the Board of Directors of
PacifiCorp, an Oregon corporation (Company), for use at the meeting of
shareholders to be held at the Red Lion Hotel/Lloyd Center, 1000 NE Multnomah,
Portland, Oregon, on Wednesday, May 8, 1996, at 1:30 p.m. Pacific Daylight
Time, and at any adjournment or adjournments thereof. The approximate date this
proxy statement and accompanying proxy card are first being sent to
shareholders is March 29, 1996.
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be
revoked by filing with the Corporate Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date. The proxy may also be
revoked by electing to vote in person while in attendance at the meeting in
Portland. However, a shareholder who attends the meeting need not revoke the
proxy and vote in person, unless so desired.
The shares represented by each proxy will be voted in accordance with the
instructions specified in the proxy, if given. If a signed proxy is returned
without instructions, it will be voted for the directors, for approval of
Deloitte & Touche LLP as auditor and in accordance with this proxy statement on
any other business that may properly come before the meeting. Directors are
elected by a plurality of the votes cast by holders of the shares entitled to
vote at the Annual Meeting if a quorum is present. Abstentions and broker non-
votes are counted for purposes of determining whether a quorum exists at the
Annual Meeting, but are not counted for any purpose in determining whether a
proposal is approved and have no effect on the determination of whether a
plurality exists with respect to a given nominee.
The Company's outstanding voting securities at March 15, 1996 consisted of
293,298,280 shares of Common Stock, 126,533 shares of 5% Preferred Stock,
657,943 shares of Serial Preferred Stock, 440,000 shares of $7.12 No Par Serial
Preferred Stock, 1,000,000 shares of $7.70 No Par Serial Preferred Stock and
750,000 shares of $7.48 No Par Serial Preferred Stock, each of which is
entitled to one vote on all matters to be presented at the meeting, and
2,766,963 shares of the $1.98 No Par Serial Preferred Stock, Series 1992, and
666,210 shares of the $2.13 Series of No Par Serial Preferred Stock, each of
which is entitled to one-quarter of one vote on all matters to be presented at
the meeting. Only shareholders of record at the close of business on March 15,
1996 will be entitled to notice of and to vote at the meeting and any
adjournment thereof. See "Security Ownership of Certain Beneficial Owners and
Management" for information concerning beneficial ownership of the Company's
stock.
1. ELECTION OF DIRECTORS
The persons named in the proxy will vote your stock for the election of four
directors to serve in Class III of the Company's Board of Directors for terms
expiring at the 1999 Annual Meeting and until their successors shall be duly
elected and qualified. If any of the nominees becomes unavailable for election
for any reason (none currently being known), the proxy holders will have
discretionary authority to vote pursuant to the proxy for a suitable substitute
or substitutes. Each nominee for director to serve in Class III is now serving
on the Board. There are no family relationships among the directors and
executive officers of the Company.
<PAGE>
The Board of Directors is divided into three classes: Class I, Class II and
Class III, each class as nearly equal in number as possible. The directors in
each class hold office for three-year terms. The four current Class III
directors, whose present terms expire in 1996, are being proposed for election
for new three-year terms (expiring in 1999) at this Annual Meeting. The Bylaws
of the Company provide that the term of any director shall not extend beyond
the regular quarterly meeting of the Board of Directors following the date the
director reaches age 70, regardless of the normal expiration of the director's
term. Pursuant to this requirement, Mr. Wheeler will retire prior to serving
the full term for which he is nominated. When Mr. Wheeler reaches retirement
age, either the size of the Board will be reduced or a new director will be
elected by the Board to fill the vacancy until the next annual meeting of
shareholders. The tables that follow include information with respect to each
director's business experience for the past five years. See "Security Ownership
of Certain Beneficial Owners and Management" for information concerning share
ownership of nominees and directors.
The Board of Directors recommends a vote FOR the election of these nominees.
NOMINEES FOR ELECTION AT THE 1996 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME, AGE, CLASS, PRINCIPAL
OCCUPATION AND OTHER DIRECTORSHIPS DIRECTOR SINCE
---------------------------------- --------------
<S> <C>
Frederick W. Buckman, 50 (Class III, 1999)....................... 1994
President and Chief Executive Officer of the Company since
February 1, 1994; formerly President and Chief Executive Officer
of Consumers Power Company, Jackson, Michigan, 1992-1994;
President and Chief Operating Officer of Consumers Power
Company, 1988-1991; Director of Standard Insurance Company and
PacifiCorp Holdings, Inc.
Don M. Wheeler, 67 (Class III, 1999)............................. 1989
Chairman and Chief Executive Officer, formerly President and
General Manager, Wheeler Machinery Company, equipment and
machinery sales, repairs, parts and service, Salt Lake City,
Utah.
Nancy Wilgenbusch, 48 (Class III, 1999).......................... 1986
President, Marylhurst College, Portland, Oregon; previously Vice
President of Marketing and Public Affairs, College of Saint
Mary, Omaha, Nebraska,
1981-1984; Director of Pacific Telecom, Inc.
Peter I. Wold, 48 (Class III, 1999).............................. May 1995
Partner, Wold Oil & Gas Company, an oil and gas exploration and
production company, Casper, Wyoming, since 1981; Director of Key
Bank of Wyoming,
1991-1995; Director of Federal Reserve Bank of Kansas City,
Denver Branch.
</TABLE>
2
<PAGE>
DIRECTORS WHOSE TERMS CONTINUE
<TABLE>
<CAPTION>
NAME, AGE, CLASS, PRINCIPAL
OCCUPATION AND OTHER DIRECTORSHIPS DIRECTOR SINCE
---------------------------------- --------------
<S> <C>
Kathryn A. Braun, 44 (Class II, 1998)............................ 1994
Executive Vice President, Western Digital Corporation, a
computer equipment company, Irvine, California, since 1988;
Director of Artisoft, Inc.
C. Todd Conover, 56 (Class I, 1997).............................. 1991
President and Chief Executive Officer, The Vantage Company, a
business consulting firm, Los Altos, California, since 1992;
formerly General Manager, Finance Industry Group, Tandem
Computers Incorporated, 1994-1995; President and Chief Executive
Officer, Central Banks of Colorado, 1991-1992; Director of
Blount International, Inc. and PacifiCorp Holdings, Inc.
Richard C. Edgley, 60 (Class II, 1998)........................... 1987
Member of the Presiding Bishopric, formerly Managing Director,
Finance and Records Department of The Church of Jesus Christ of
Latter-day Saints; previously Vice President of Administration
and Control for consumer non-food operations, General Mills,
1977-1981.
Nolan E. Karras, 51 (Class I, 1997).............................. 1993
Investment Adviser, Karras & Associates, Inc., Roy, Utah, 1983
to date; former Member of Utah House of Representatives, 1981-
1990; Speaker of the House, 1989-1990; Chairman of Utah State
Building Board; Director of PacifiCorp Holdings, Inc. and
Pacific Telecom, Inc.
Keith R. McKennon, 62 (Class I, 1997)............................ 1990
Chairman of the Board since 1994; formerly Chairman (1992-1994)
and Chief Executive Officer (1992-1993), Dow Corning
Corporation, Midland, Michigan; Executive Vice President and
Director, The Dow Chemical Company, 1990-1992; President, Dow
Chemical USA, 1987-1990; Director of Tektronix, Inc.
Robert G. Miller, 52 (Class II, 1998)............................ 1994
Chairman and Chief Executive Officer, Fred Meyer, Inc., a retail
merchandising company, Portland, Oregon, since 1991; formerly
Executive Vice President of Retail Operations, Albertsons, Inc.,
1989-1991.
Verl R. Topham, 61 (Class II, 1998).............................. 1994
Senior Vice President and General Counsel of the Company since
1994; formerly President, Utah Power & Light Company, 1990-1994;
Director of First Interstate Bank of Utah.
</TABLE>
3
<PAGE>
DIRECTOR COMPENSATION AND CERTAIN TRANSACTIONS
The Company's directors other than officers are compensated for their board
service by a combination of cash and Company Common Stock under a Non-Employee
Directors' Stock Compensation Plan that seeks to increase the community of
interest between the Company's shareholders and its directors. Under this plan,
non-employee directors of the Company are granted approximately $75,000 worth
of the Company's Common Stock every five years. Non-employee directors having
fewer than five years of service remaining before reaching retirement age
receive stock valued at approximately $15,000 for each remaining year. Stock
granted under this plan vests over the five-year period following the grant or
shorter period to retirement, and unvested shares are forfeited if the
recipient ceases to be a director. The shares are purchased in the market with
funds supplied by the Company, and the certificates are then held by the
Company until the shares vest. During 1995, an aggregate of 15,227 shares
previously granted under the plan became vested.
The Company's directors other than officers receive the balance of their
compensation in the form of cash. They are paid $16,000 per year plus $750 for
each Board or committee meeting attended. Mr. McKennon is paid $155,000 per
year in Company Common Stock for his service as Chairman of the Board,
including his $15,000 per year participation in the Non-Employee Directors'
Stock Compensation Plan. Members of the Executive Committee and chairs of the
other committees of the Board are paid an additional $2,500 per year. Non-
employee members of the regional boards are paid $9,000 per year plus $600 for
each board or subcommittee meeting attended. Chairs of the subcommittees of
those boards receive $750 for each subcommittee meeting attended. See "Regional
Boards." In addition, members of the Utah Board who are former directors of
Utah Power & Light Company, including Messrs. Peterson and Wheeler, participate
in a retirement plan under which they are eligible to receive benefits of $560
per month upon retirement at age 65 or older and certain death benefits.
During 1995, Messrs. Conover and Karras received $6,750 and $6,000 in
directors' fees, respectively, from PacifiCorp Holdings, Inc., and Dr.
Wilgenbusch and Mr. Karras received $15,150 and $6,750 in directors' fees,
respectively, from Pacific Telecom, Inc. (Pacific Telecom). During 1995, Dr.
Wilgenbusch was also a participant in Pacific Telecom's non-employee director
stock compensation plan, pursuant to which non-employee directors of Pacific
Telecom were granted approximately $37,500 worth of Pacific Telecom common
stock every five years, which stock and dividends accrued thereon vested upon
retirement subject to forfeiture under certain circumstances. In the September
1995 merger (the "Pacific Telecom Merger") in which Pacific Telecom became a
wholly owned subsidiary of PacifiCorp Holdings, Inc., shares held pursuant to
the Pacific Telecom non-employee director plan were converted into cash and the
plan was terminated.
Mr. Wheeler is Chairman and Chief Executive Officer of Wheeler Machinery
Company, a company engaged in sales and service of large earth-moving and
grading equipment, engines and related machinery. During 1995, the Company and
its subsidiaries purchased equipment and services from this company in the
ordinary course of business for a total of approximately $901,978. Richard E.
Wheeler, Mr. Wheeler's brother, is the owner of Wyoming Machinery Company, a
business located in Casper, Wyoming, similar to, but separate from, Wheeler
Machinery Co. During 1995, the Company and its subsidiaries purchased equipment
and services from this company in the ordinary course of business for a total
of approximately $6,140,182. The Company believes that the terms of these
transactions were no less favorable to the Company than those available from
other parties. Similar purchases have been made by the Company or its
predecessors from these two companies since 1951.
4
<PAGE>
BOARD COMMITTEES
The Board of Directors is responsible for the overall affairs of the Company.
To assist in carrying out its responsibilities, the Board has delegated certain
authority to several standing committees. The Board generally appoints members
of committees at its Annual Meeting in May of each year. The membership of
these committees as of March 29, 1996 is as follows:
<TABLE>
<CAPTION>
EXECUTIVE COMMITTEE COMMITTEE ON DIRECTORS AUDIT COMMITTEE
- ------------------- ---------------------- ---------------
<S> <C> <C>
Keith R. McKennon* C. Todd Conover* Nancy Wilgenbusch*
Frederick W. Buckman Don M. Wheeler Kathryn A. Braun
C. Todd Conover Peter I. Wold Richard C. Edgley
Richard C. Edgley Nolan E. Karras
Nolan E. Karras Don M. Wheeler
Robert G. Miller
<CAPTION>
PERSONNEL COMMITTEE FINANCE COMMITTEE PRICING COMMITTEE
- ------------------- ----------------- -----------------
<S> <C> <C>
Nolan E. Karras* Richard C. Edgley* Frederick W. Buckman
Kathryn A. Braun Frederick W. Buckman Verl R. Topham
Robert G. Miller C. Todd Conover
Nancy Wilgenbusch Robert G. Miller
Peter I. Wold
</TABLE>
- ---------------------
*Chair
The Executive Committee held five meetings in 1995. The committee has and may
exercise all of the powers of the Board during the intervals between its
meetings that may be lawfully delegated, subject to such limitations as may be
provided by resolution of the Board.
The Committee on Directors seeks and recommends specific candidates for
directors. In addition, the Committee on Directors reviews and recommends to
the Board policies on the qualifications, tenure, compensation and retirement
of directors and monitors compliance by individual directors with the policies
adopted by the Board. Shareholders who wish to submit names to the Committee on
Directors for consideration should do so in writing addressed to the Committee
on Directors, c/o Corporate Secretary, PacifiCorp, 700 NE Multnomah, Portland,
Oregon 97232. The Committee on Directors held four meetings in 1995.
The Audit Committee held five meetings in 1995. It nominates the independent
auditor of the Company for approval by the Board of Directors and the
shareholders, reviews the planned scope and results of the annual audit,
confers with the independent auditor and reviews its recommendations with
respect to accounting, internal controls and other matters, and confers
periodically with accounting officers of the Company. The Audit Committee also
reviews assessments of risk within each organizational unit and important
regulatory and accounting pronouncements, meets with management and the
internal auditors to review the scope and results of internal audit activity,
as appropriate, and periodically reviews the adequacy of the Company's
accounting and financial personnel resources. The Audit Committee reports the
results of its reviews and meetings to the Board.
The Personnel Committee makes recommendations to the Board on executive
compensation plans, approves salaries for officers of the Company and
significant compensation and benefit changes, and administers the Long-Term
Incentive Plan, the Supplemental Executive Retirement Plan, and the
Compensation Reduction Plan. The Committee consists of four directors who are
not current or former officers or employees of the Company or any of its
subsidiaries. The Personnel Committee held four meetings in 1995. See
"Personnel Committee Report on Executive Compensation" below.
5
<PAGE>
The Finance Committee, to the extent authority is delegated to it by the
Board with respect to each issuance of securities, approves the final terms of
issuance. The committee also consults with appropriate officers of the Company
concerning requirements for capital, the condition of the capital markets and
the most appropriate means of obtaining capital as needed from time to time.
The committee also reviews the general terms of proposed financings when
requested by the Chairman of the Board, the President or any Vice President,
and reports thereon to the Board. The Board has delegated to the Finance
Committee responsibility for review and approval of the Company's interest,
currency rate and other hedging arrangements, as well as oversight
responsibility with respect to derivative products involving electricity and
other commodities. It held four meetings in 1995.
The Pricing Committee, to the extent authority is delegated to it by the
Board of Directors with respect to each issuance of securities, approves the
final terms of issuance within parameters set by the Board. The Pricing
Committee also authorizes redemptions of the Company's debt and equity
securities in accordance with their terms. The Pricing Committee held one
meeting during 1995, and it took action by consent of the members on five
occasions.
The Board of Directors held eight meetings in 1995. All Board members
attended at least 75% of the aggregate of the meetings of the Board and the
committees of which they were members.
REGIONAL BOARDS
In February 1995, the Board of Directors established the Pacific Board, the
Utah Board and the Wyoming Board, each of which has been delegated certain
responsibilities relating to the business and operations of the Company in a
designated service territory, including review of policies and practices with
respect to customer service and strategic planning. The Wyoming Board was
formally organized in November 1995. Membership of these boards includes
persons who are not directors of the Company. In 1995, the Pacific Board held
four meetings; the Utah Board held five meetings; and the Wyoming Board held
one meeting.
<TABLE>
<CAPTION>
PACIFIC BOARD UTAH BOARD WYOMING BOARD
- ------------- ---------- -------------
<S> <C> <C>
William B. Douglas* Richard C. Edgley Deborah Healy Hammons*
M. K. Felt* Nolan E. Karras John W. Hay III*
Paul G. Lorenzini* Paul G. Lorenzini* Brent R. Kunz*
John E. Mooney*, Chair John E. Mooney*, Chair Thomas A. Lockhart*, Chair
Michael D. Naumes* Chase N. Peterson* Margaret Maier Murdock*
Linda Shelk* Peggy A. Stock* Verl R. Topham
Ethel Simon-McWilliams* Verl R. Topham Peter I. Wold
Verl R. Topham Don M. Wheeler
</TABLE>
- ---------------------
*Not a director of the Company
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 1996
regarding the beneficial ownership of the Company's Common Stock by (i) each
director or nominee for director of the Company; (ii) each of the executive
officers named in the Summary Compensation Table below; and (iii) all executive
officers and directors of the Company as a group. As of March 1, 1996, each of
the directors and executive officers identified below and all executive
officers and directors of the Company as a group owned less than 0.1% of the
Company's Common Stock. No person is known by the Company to be the beneficial
owner of more than five percent of any class of the Company's stock.
6
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNER NUMBER OF SHARES (1)
- ---------------- --------------------
<S> <C>
Directors and Nominees
Kathryn A. Braun......................................... 4,260
Frederick W. Buckman..................................... 125,627
C. Todd Conover ......................................... 4,907
Richard C. Edgley ....................................... 9,577
Nolan E. Karras ......................................... 3,809
Keith R. McKennon ....................................... 22,865
Robert G. Miller......................................... 4,286
Verl R. Topham........................................... 37,926
Don M. Wheeler........................................... 15,938
Nancy Wilgenbusch ....................................... 9,943
Peter I. Wold ........................................... 4,893
Nondirector Executive Officers
John A. Bohling ......................................... 34,281
Paul G. Lorenzini ....................................... 22,107
Charles E. Robinson ..................................... 40,593
All executive officers and directors as a group (25
persons) ................................................ 503,710
</TABLE>
- ---------------------
(1) Includes ownership of (a) shares held by family members even though
beneficial ownership of such shares may be disclaimed, (b) shares granted
and subject to vesting as to which the individual has voting but not
investment power under individual compensation arrangements or one or more
of the stock based compensation plans of the Company and (c) shares held
for the account of such persons pursuant to the Compensation Reduction
Plan.
2. APPOINTMENT OF INDEPENDENT AUDITOR
The Board of Directors, on recommendation of the Audit Committee and subject
to ratification by shareholders, has appointed Deloitte & Touche LLP to perform
an examination of the consolidated financial statements of the Company and its
subsidiaries for the year 1996 and to render its opinion thereon.
Deloitte & Touche LLP is an international accounting firm with substantial
experience in public utility accounting matters, an accounting area subject to
detailed regulation at both the national and state levels. The firm has acted
as independent auditor for PacifiCorp since 1933 and, as a consequence, has
competent, professionally qualified personnel who are familiar with the history
and operations of the Company. The Board of Directors believes that the firm is
well qualified to serve as the Company's independent auditor for 1996.
Representatives of the firm are expected to be present at the Annual Meeting
with an opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
The Board of Directors recommends a vote FOR this proposal.
7
<PAGE>
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel Committee of the Board of Directors is responsible for
approving compensation levels for officers of the Company, administering
executive compensation plans as authorized by the Board and recommending
executive compensation plans and compensation of the Chief Executive Officer to
the Board for approval. The Committee is also responsible for approving
incentive plans for all employees, salary structure and merit programs for
senior management and changes in policy relating to employee benefits.
Following is the report of the Personnel Committee describing the components of
the Company's executive compensation program and the basis upon which 1995
compensation determinations were made.
COMPENSATION PHILOSOPHY
It is the philosophy of the Company that executive compensation be linked
closely to corporate performance and increases in shareholder value. The
Company's compensation program has the following objectives:
. Provide competitive total compensation that enables the Company to
attract and retain key executives.
. Provide variable compensation opportunities that are linked to
performance.
. Establish an appropriate balance between incentives focused on short-term
objectives and those encouraging sustained superior earnings performance
and increases in shareholder value.
Qualifying compensation for deductibility under IRC Section 162(m), which
limits to $1 million the annual deduction by a publicly held corporation of
compensation paid to any executive except with respect to certain forms of
incentive compensation that qualify for exclusion, is one of many factors that
the Company considers in designing its incentive compensation arrangements. The
Company views the objectives outlined above as more important than compliance
with the technical requirements necessary to exclude compensation from the
deductibility limit of IRC Section 162(m). Nevertheless, the Company
anticipates that the amount of compensation in excess of the deductibility
limit of IRC Section 162(m) for all executive officers as a group will not be
material.
COMPENSATION PROGRAM COMPONENTS
The Personnel Committee, assisted by its outside consultant, evaluates the
total compensation package of executives annually in relation to competitive
pay levels. For positions with corporate-wide responsibility, the Committee
uses a blend of competitive data from comparably sized companies in the
electric utility industry and general industry, reflecting the diversification
of the Company's business operations. The companies used for the competitive
compensation analysis are not exactly the same as those electric utility
companies included in the preparation of the performance graph set forth below
because the Committee believes that all of those companies are not necessarily
the Company's most direct competitors for executive talent. The weighting of
the data for each officer depends upon the responsibilities of the officer. For
officers whose exclusive focus is electric operations, the weighting is 100%
electric utility industry data. For officers who have corporate-wide focus, the
weighting depends upon the relative size of the electric operations at the time
the analysis is made; for 1995, the weighting was 80% electric utility industry
and 20% general industry data, except for general accounting positions for
which 100% general industry data were used. For officers with responsibilities
outside the electric operations, relevant industry data were utilized. The
Committee seeks to maintain compensation opportunities for the Company's senior
executives such that they have a higher percentage of compensation at risk than
is typical for similar positions in the
8
<PAGE>
utility industry. For Mr. Robinson, the Committee establishes awards under the
Company's Long-Term Incentive Plan, but the board of directors of Pacific
Telecom has responsibility for fixing his annual compensation.
The Company's executive compensation program consists of two principal
elements: (a) annual compensation and (b) long-term incentive pay. Actual
compensation depends upon performance as described below.
Annual compensation is comprised of base salary and annual incentive
compensation. Base salaries and target incentive amounts are reviewed for
adjustment at least annually based upon competitive pay levels, individual
performance and potential, and changes in duties and responsibilities. Base
salary and the incentive target are set at a level such that total annual
compensation for satisfactory performance would approximate the midpoint of pay
levels in the comparison group used to develop competitive data. The Committee
recommended that, for 1996, the incentive portion of employees' annual
compensation be increased rather than increasing base salaries.
All employees participated in an annual incentive plan during 1995. Awards
under the plan were to be earned based upon Company, business unit and
individual performance in relation to established performance objectives, which
included achievement of targeted earnings available for Common Stock and the
success of the participant's organizational unit in achieving specific
operational, financial and management goals. The relative weights of the
performance criteria varied among organizational units in accordance with the
nature of their operations.
Because the Company did not achieve its 1995 earnings target, there was no
payout under the annual incentive plan except to selected officers with overall
corporate responsibility, as described below. However, after reviewing and
considering the substantial progress made in 1995 toward the attainment of the
Company's strategic objectives and the exceptional work done by the Company's
employees in overcoming the special challenges faced in 1995, the non-employee
directors approved a limited pool of funds to be distributed as special one-
time cash awards to nearly all employees, except for certain senior executives
for whom the non-employee directors approved awards of restricted stock that
will vest at 25% per year in each of the next four years. Restricted stock
awards received by the executive officers named in the Summary Compensation
Table are described in a footnote to that table.
For selected PacifiCorp officers with overall corporate responsibility,
including Mr. Buckman, 20% or less of their annual incentive award was
calculated based on a weighted average of performance factors for the Company's
businesses. The business goals for Pacific Telecom and PacifiCorp Financial
Services were based upon return on equity and net income, respectively. Based
on the performance of Pacific Telecom and PacifiCorp Financial Services, Mr.
Buckman received the maximum amount for which he was eligible with respect to
that portion of his annual incentive compensation, which amount is shown in the
Summary Compensation Table below.
The long-term incentive compensation program is intended to encourage
executives to strive to achieve sustained superior earnings performance and
increased shareholder value. The Company's Long-Term Incentive Plan ("Long-Term
Plan") is designed to provide stock-based incentives in the form of annual
grants of restricted stock coupled with a requirement that participants invest
their own personal resources in the stock of the Company. The Committee
believes that the Long-Term Plan aligns the interests of executive employees
more closely with those of shareholders, provides an opportunity to link grant
size to achievement of performance, and provides a stronger compensation
element for retention of key employees.
The Long-Term Plan provides for grants of restricted stock based on past
performance rather than target awards for future performance cycles. The Long-
Term Plan provides that the Committee
9
<PAGE>
may vary the grants each year based on a subjective assessment of the Company's
overall performance in relation to long-term goals and plans. In determining
the individuals to whom awards will be made and the amounts of the grants, the
Committee considers criteria such as the following: (a) total shareholder
return relative to peer companies; (b) earnings per share growth over time
relative to peer companies; (c) achievement of long-term goals, strategies and
plans; and (d) maintenance of competitive position. Shares awarded under the
Long-Term Plan are subject to such terms, conditions and restrictions as may be
determined by the Committee to be consistent with the purpose of the Long-Term
Plan and the best interests of the shareholders. The restrictions may include
stock transfer restrictions and forfeiture provisions designed to facilitate
the achievement by participants of specified stock ownership goals. Grants of
restricted stock made under the Long-Term Plan in 1993 and 1995 to the named
executive officers are shown in the Summary Compensation Table below.
In 1995, the Board of Directors amended the Company's Supplemental Executive
Retirement Plan to provide benefit flexibility, improve executive retention,
clarify the criteria for participation, and introduce a performance component
so that the benefit would be increased if the performance targets established
for the annual incentive plan were achieved. See "Executive Compensation--
Retirement Plans" below.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
When he joined the Company in 1994 as President and Chief Executive Officer,
Frederick W. Buckman was offered a total compensation package that included a
grant of 25,000 shares of restricted stock to vest over a four-year period, of
which 12,500 shares have vested, and a grant of up to an additional 25,000
shares of restricted stock to be awarded contingent upon share-for-share
purchases by Mr. Buckman. Mr. Buckman purchased 23,410 shares during 1994 and
received matching grants of that number of shares. By March 3, 1995, Mr.
Buckman had purchased the remaining 1,590 shares of Common Stock and was
awarded an additional 1,590 shares. In February 1995, the Committee, assisted
by its outside consultant, reviewed compensation levels of chief executive
officers of companies similar in scope and activities to the Company, evaluated
Mr. Buckman's performance, and recommended an increase in his base salary and a
50% target guideline for his annual incentive award for 1995. The
recommendation was approved by the Board of Directors effective July 1, 1995.
In 1995, the Committee also approved a grant of 13,750 shares of restricted
stock to Mr. Buckman under the Long-Term Plan based on improvements in the
Company's competitive focus that had occurred during 1994 and the prospects for
future increases in shareholder growth. In 1996, the Board of Directors
approved a grant of 5,553 shares of restricted stock to Mr. Buckman as special
recognition for 1995 performance, as described above.
PERSONNEL COMMITTEE
Nolan E. Karras*
Kathryn A. Braun
Robert G. Miller
Nancy Wilgenbusch
- ---------------------
* Nolan E. Karras was appointed Chair of the Personnel Committee on February
14, 1996 to replace John C. Hampton, who retired.
10
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P 500 INDEX AND TOP 50 UTILITIES*
The following graph provides a comparison of the annual percentage change in
the cumulative total shareholder return on the Company's Common Stock, with the
cumulative total return of the S&P 500 Index and the top 50 electric utilities,
ranked by 1994 revenues, as listed by Salomon Brothers. The comparison assumes
$100 was invested on December 31, 1990 in the Company's Common Stock and in
each of the foregoing indexes and assumes the reinvestment of dividends. The
only change in the companies included in the list of the top 50 electric
utilities between 1994 and 1995, other than the name changes indicated below,
was the addition of Puget Sound Power & Light Company.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period PacifiCorp S&P 500 Top 50 Utilities
(Fiscal Year Covered)
- --------------------- ---------- ------- ----------------
<S> <C> <C> <C>
Measurement Pt -
12/31/90 $100 $100 $100
FYE 12/31/91 $120.00 $130.34 $131.13
FYE 12/31/92 $100.93 $140.25 $142.11
FYE 12/31/93 $104.69 $154.32 $158.82
FYE 12/31/94 $104.64 $156.42 $140.29
FYE 12/31/95 $129.06 $214.99 $189.46
</TABLE>
<TABLE>
<S> <C> <C>
*Allegheny Power System FPL Group Inc Pinnacle West Capital
American Electric Power General Public Utilities Potomac Electric Power
Baltimore Gas & Electric Houston Industries Inc PP&L Resources, Inc.,
Boston Edison Co Illinova Corp formerly Pennsylvania
Carolina Power & Light Long Island Lighting Power & Light
Centerior Energy Corp MidAmerican Energy Co., Public Service Co of Colo
Central & South West formerly Midwest Resources Puget Sound Power & Light
Corp New England Electric System Public Service Entrp
Cinergy New York State Elec & Gas San Diego Gas & Electric
CMS Energy Corp Niagara Mohawk Power SCANA Corp
Consolidated Edison of NIPSCO Industries Inc SCEcorp
NY Northeast Utilities Southern Co
Dominion Resources Inc Northern States Power-MN TECO Energy Inc
DPL Inc Ohio Edison Co Texas Utilities Co
DOE Inc Oklahoma Gas & Electric Unicom Corp
DTE Energy Co., formerly Pacific Gas and Electric Co Union Electric Co
Detroit Edison Co PacifiCorp UtiliCorp United Inc
Duke Power Co PECO Western Resources Inc
Entergy Corp Wisconsin Energy Corp
Florida Progress Corp
</TABLE>
11
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities to the Company and its subsidiaries for fiscal years
ended December 31, 1995, 1994 and 1993 of those persons who were the Chief
Executive Officer of the Company for any portion of 1995 and the other four
most highly compensated executive officers of the Company during 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1) LONG-TERM COMPENSATION
------------------------------- --------------------------------------------
RESTRICTED LONG-TERM
NAME AND PRINCIPAL ANNUAL OTHER ANNUAL STOCK INCENTIVE ALL OTHER
POSITION SALARY BONUS (2) COMPENSATION AWARD (3) PAYOUTS COMPENSATION (4)
- ------------------ -------- --------- ------------ ---------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frederick W. Buckman.... 1995 $570,002 $ 88,500 $ -- $288,946(5) $ -- $8,218
President and Chief 1994 504,116 302,083 -- 878,894(6) -- 7,180
Executive Officer
Charles E. Robinson..... 1995 428,006 278,100 -- 282,938(5)(7) -- 8,832
Chairman, President 1994 403,500 322,800 -- 87,294(7) -- 10,691
and Chief Executive 1993 387,500 232,500 -- 85,500(5) 185,865(7) 12,611
Officer of Pacific
Telecom
Verl R. Topham.......... 1995 280,000 -- -- 103,813(5) -- 7,853
Senior Vice President
and 1994 270,000 103,400 -- -- -- 7,856
General Counsel 1993 275,000 130,074 -- 104,500(5) -- 9,564
Paul G. Lorenzini....... 1995 249,000 -- -- 75,688(5) -- 7,814
Senior Vice President 1994 240,000 92,156 -- -- -- 7,817
1993 230,000 113,861 -- 104,500(5) -- 9,401
John A. Bohling......... 1995 241,000 -- -- 103,813(5) -- 7,804
Senior Vice President 1994 230,000 88,086 -- -- -- 7,803
1993 210,367 94,338 -- 104,500(5) -- 8,992
</TABLE>
- ---------------------
(1) May include amounts deferred pursuant to the Compensation Reduction Plan,
under which key executives and directors may defer, until retirement or a
preset future date, receipt of cash compensation to a stock account to be
invested in Company Common Stock, or to a cash account on which interest
is paid at a rate equal to the Moody's Intermediate Corporate Bond Yield
for Aa rated Public Utility Bonds.
(2) Please refer to the Personnel Committee Report for a description of the
Company's annual executive incentive plans. Incentive amounts are reported
for the year in which the related services were performed.
(3) Participants may also defer receipt of restricted stock awards to their
stock accounts under the Compensation Reduction Plan. As described above
in "Personnel Committee Report on Executive Compensation," certain senior
executives received restricted stock awards in March 1996 as special
recognition for 1995 performance, which restricted stock awards vest 25%
per year in each of the next four years. The number of shares granted to
Messrs. Buckman, Topham, Lorenzini and Bohling were 5,553, 2,569, 2,108
and 2,511, respectively.
(4) Amounts shown for 1995 include (a) contributions of $7,500 to the
PacifiCorp K Plus Employee Savings and Stock Ownership Plan for each of
Messrs. Buckman, Robinson, Topham, Lorenzini and Bohling, and (b) $718,
$1,332, $353, $314 and $304 for the portion of premiums on term life
insurance policies for Messrs. Buckman, Robinson, Topham, Lorenzini and
Bohling, respectively, paid by the Company. These benefits are available
to all employees.
(Footnotes continued on following page.)
12
<PAGE>
(5) Restricted stock grants made in February 1995 and November 1993 pursuant
to the Long-Term Plan. (See "Personnel Committee Report on Executive
Compensation" for a description of the Long-Term Plan.) At December 31,
1995, the aggregate value of all restricted stock holdings, based on the
market value of the shares at December 31, 1995, without giving effect to
the diminution of value attributed to the restrictions on such stock, of
Messrs. Buckman, Robinson, Topham, Lorenzini and Bohling, respectively,
were $554,532, $489,775, $203,329, $139,954, and $203,329, respectively.
Regular quarterly dividends are paid on the restricted stock.
(6) Restricted stock granted as part of compensation package. See "Personnel
Committee Report on Executive Compensation" for a description of the
compensation of the Chief Executive Officer. Regular quarterly dividends
are paid on the restricted stock.
(7) The 1994 and 1995 amounts represent restricted stock grants made in
February 1994 and February 1995 pursuant to the Pacific Telecom Long-Term
Incentive Plan 1994 Restatement. Prior to the restatement, participants in
the plan received from zero to 260% of the targeted shares of Pacific
Telecom common stock, plus dividend equivalents in cash, upon completion
of a performance cycle based on their degree of success in meeting the
established long-term objectives. In connection with the restatement of
the plan and 1994 restricted stock grants made thereunder, the four-year
performance cycle scheduled to end December 31, 1994 was terminated and
prorated awards for that performance cycle were made to participants in
December 1993. The four-year performance cycle beginning January 1, 1993
and ending December 31, 1996 was terminated without any awards having been
made thereunder. For the performance cycle ended December 31, 1994, the
performance criteria were earnings per share growth and return on equity
compared to a five-year Treasury Bond rate. The plan was terminated in
1995 in connection with the Pacific Telecom Merger and the unvested
portion of prior awards was forfeited in exchange for equivalent awards
under the Long-Term Plan.
SEVERANCE ARRANGEMENTS
The Executive Severance Plan adopted by the Company in 1988 terminated by its
terms on December 31, 1995. It is anticipated that a new plan will be
considered for adoption during 1996.
Under an Executive Severance Plan adopted by Pacific Telecom in 1994, Mr.
Robinson would receive a severance payment equal to twice his total cash
compensation during the last full calendar year upon the termination of his
employment with Pacific Telecom. The severance payment would be made to Mr.
Robinson in 24 equal monthly payments following the date of the termination of
his employment, and the payments would be terminated by Pacific Telecom if Mr.
Robinson accepts employment with a competitor of Pacific Telecom or its
affiliates. The Pacific Telecom Executive Severance Plan does not apply to the
termination of an executive for reasons of normal retirement, death or total
disability, or to a termination for cause or a voluntary termination.
"Voluntary termination" does not include a change in reporting relationship, a
material change in authority or a change in control of the ownership of Pacific
Telecom that results in a change in position that is detrimental to the
executive, unless such change in reporting relationship, authority or control
is agreed to by the executive. Under the plan, "cause" for termination includes
any act by an executive that is materially contrary to the interests of Pacific
Telecom or its affiliates and the willful and continued failure by an executive
to devote his full business time and efforts to the business affairs of Pacific
Telecom. The plan will terminate on December 31, 1997, unless extended by the
Board of Pacific Telecom.
RETIREMENT PLANS
The Company and most of its subsidiaries have adopted noncontributory defined
benefit retirement plans (Retirement Plans) for their employees (other than
employees subject to collective bargaining agreements that do not provide for
coverage). Certain executive officers, including the
13
<PAGE>
executive officers named in the Summary Compensation Table, are also eligible
to participate in the Company's non-qualified Supplemental Executive Retirement
Plan ("SERP"). The following description assumes participation in both the
Retirement Plans and the SERP. Participants receive benefits at retirement
payable for life based on length of service with the Company or its
subsidiaries and average pay in the 60 consecutive months of highest pay out of
the last 120 months, and pay for this purpose would include salary and bonuses
as reflected in the Summary Compensation Table above. Benefits are based on 50%
of final average pay plus up to an additional 15% of final average pay
depending upon whether the Company meets certain performance goals set for each
calendar year by the Personnel Committee. Actuarially equivalent alternative
forms of benefits are also available at the participant's election. Retirement
benefits are reduced to reflect Social Security benefits as well as certain
prior employer retirement benefits. Participants are entitled to receive full
benefits upon retirement after age 60 with at least 15 years of service.
Participants are also entitled to receive reduced benefits upon early
retirement after age 55 and at least five years of participation or after age
50 and at least 15 years of service.
The following table shows the estimated annual retirement benefit payable
upon retirement at age 60 as of January 1, 1996. Amounts in the table reflect
payments from the Retirement Plans and the SERP combined.
ESTIMATED ANNUAL PENSION AT RETIREMENT (1)
<TABLE>
<CAPTION>
FINAL AVERAGE YEARS OF SERVICE (2)
ANNUAL PAY AT --------------------------------------------------------
RETIREMENT DATE 5 15 25 30
--------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 200,000 $ 43,333 $130,000 $130,000 $130,000
400,000 86,667 260,000 260,000 260,000
600,000 130,000 390,000 390,000 390,000
800,000 173,333 520,000 520,000 520,000
1,000,000 216,667 650,000 650,000 650,000
</TABLE>
- ---------------------
(1) The benefits shown in the table above assume that the individual will
remain in the employ of the Company until retirement at age 60, that the
plans will continue in their present form and that the Company achieves its
performance goals under the SERP in all years. Amounts shown above do not
reflect the Social Security offset.
(2) The number of credited years of service used to compute benefits under the
plans for Messrs. Buckman, Robinson, Topham, Lorenzini and Bohling are 2,
30, 23, 8 and 28, respectively.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. Based solely on reports and other information submitted by executive
officers and directors, the Company believes that during the year ended
December 31, 1995, and prior fiscal years, each of its executive officers,
directors and persons who own more than ten percent of the Company's Common
Stock filed all reports required by Section 16(a), except that one report,
covering seven small acquisitions through the Company's Compensation Reduction
Plan, was filed late by Mr. Wold.
14
<PAGE>
ANNUAL REPORT
The Company's Annual Report for the year 1995 is being mailed to shareholders
with this proxy statement.
METHOD AND COST OF SOLICITING PROXIES
The cost of the solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, employees of the Company may request the
return of proxies personally, by telephone or telegraph. The Company will, on
request, reimburse brokers and other persons holding shares for the benefit of
others for their expenses in forwarding proxies and accompanying material and
in obtaining authorization from beneficial owners of the Company's stock to
execute proxies. In addition, the Company has retained Georgeson & Company,
Inc. to aid in the solicitation at a fee not to exceed $18,000 plus expenses.
OTHER MATTERS
SHAREHOLDER PROPOSALS TO BE INCLUDED IN THE COMPANY'S PROXY STATEMENT. A
shareholder proposal to be considered for inclusion in proxy material for the
Company's 1997 Annual Meeting must be received by the Company not later than
December 1, 1996.
SHAREHOLDER PROPOSALS NOT IN THE COMPANY'S PROXY STATEMENT. Shareholders
wishing to present proposals for action at this annual meeting or at another
shareholders' meeting must do so in accordance with the Company's Bylaws. A
shareholder must give timely notice of the proposed business to the Secretary.
To be timely, a shareholder's notice must be in writing, delivered to or mailed
and received at the principal executive offices of the Company not less than 60
days nor more than 90 days prior to the meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made, notice by the shareholder, to be timely, must be received no
later than the close of business on the tenth day following the earlier of the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. For each matter the shareholder proposes to bring before
the meeting, the notice to the Secretary must include (a) a brief description
of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (b) the name and address of the
shareholder proposing such business, (c) the class and number of shares of the
Company which are beneficially owned by the shareholder and (d) any material
interest of the shareholder in such business. The officer presiding at the
meeting may, if in the officer's opinion the facts warrant, determine that
business was not properly brought before the meeting in accordance with the
Company's Bylaws. If such officer does so, such officer shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted.
SHAREHOLDER NOMINATIONS FOR DIRECTORS. Shareholders wishing to directly
nominate candidates for election to the Board of Directors must do so in
accordance with the Company's Bylaws by giving timely notice in writing to the
Secretary as defined above. The notice shall set forth (a) as to each person
whom the shareholder proposes to nominate (i) all information relating to such
person that is required to be disclosed in proxy solicitations pursuant to
Regulation 14A under the Securities Exchange Act of 1934, and (ii) the written
consent of such person to be named in the proxy statement as a nominee and to
serve as a director if elected; and (b) as to the shareholder giving the notice
(i) the name and address of such shareholder and (ii) the class and number of
shares of the Company which are beneficially owned by such shareholder. If the
shareholder is not a shareholder of record at the time of giving the notice,
the notice must be accompanied by appropriate documentation of the
shareholder's claim of beneficial ownership. No person shall be eligible to
serve as a director of the Company unless nominated in accordance with the
procedures set forth in the Bylaws. The officer
15
<PAGE>
presiding at the meeting may, if in the officer's opinion the facts warrant,
determine that a nomination was not made in accordance with the procedures
prescribed by the Bylaws. If such officer does so, such officer shall so
declare to the meeting and the defective nomination shall be disregarded.
OTHER BUSINESS. The Board of Directors does not intend to present any
business for action of the shareholders at the meeting except the matters
referred to in this proxy statement. If any other matters should properly come
before the meeting, it is the intention of the persons named in the
accompanying form of proxy to vote thereon in accordance with their judgment on
such matters.
Whether or not you expect to be present at the meeting, please sign the
accompanying form of proxy and return it promptly in the enclosed stamped
return envelope.
By Order of the Board of Directors
Sally A. Nofziger
Vice President and Corporate
Secretary
16
<PAGE>
PROXY PACIFICORP PROXY
The undersigned hereby appoints Frederick W. Buckman, C. Todd Conover and
Keith R. McKennon, and each of them, proxies with power of substitution, to vote
in behalf of the undersigned at the Annual Meeting of Shareholders of PacifiCorp
on May 8, 1996, and at any adjournment thereof, all shares of the undersigned in
PacifiCorp. The proxies are instructed to vote as follows:*
Item 1. Election of Directors.
Nominees: Class III
Frederick W. Buckman, Don M. Wheeler,
Nancy Wilgenbusch, Peter I. Wold
___ FOR all nominees listed (except as marked to the contrary above)
(to withhold your vote for any nominee
strike a line thruogh the nominee's name in the list above)
___ WITHHOLD AUTHORITY to vote for all nominees listed.
Item 2. Approval of Deloitte & Touche LLP FOR ___ AGAINST ___ ABSTAIN ___
as auditor
(The Board of Directors recommends a vote FOR Items 1 and 2.)
*PACORP, as custodian under the Company's Dividend Reinvestment and Stock
Purchase Plan, Bankers Trust Company of California, N.A., as trustee under the
Company's K Plus Employee Savings and Stock Ownership Plan and Trust, and First
Interstate Bank of Utah as trustee for the Utah Power & Light Employee Savings
and Stock Purchase Plan of PacifiCorp, are instructed to execute a proxy, with
identical instructions, for any shares held for my benefit.
PLEASE SIGN ON OTHER SIDE AND RETURN PROMPTLY
<PAGE>
(Continued from other side)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
INSTRUCTIONS, IF GIVEN. IF NO INSTRUCTIONS ARE GIVEN, THEY WILL BE VOTED FOR
THE DIRECTORS AND FOR THE AUDITOR. THE PROXIES MAY VOTE IN THEIR DISCRETION AS
TO OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
Receipt is acknowledged of the notice and proxy statement relating to this
meeting.
______________________________________________________________________________
Signature Date Signature if held jointly Date
______________________________________________________________________________
IMPORTANT: Please sign exactly as name(s) To facilitate meeting
appear above. arrangements,
please indicate the ___
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS number of persons in
your party planning to
attend.
Please mark, date, sign and
return proxy card promptly.
