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January 18, 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. 2 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 fil-
ing under Rule 424(b)(3) is the Company's Pricing Supplement No. 2 to be used
in connection with the offer and sale of the Company's first mortgage and col-
lateral 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 con-
tains in the upper right corner the paragraph of Rule 424 under which the fil-
ing 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
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PRICING SUPPLEMENT NO. 2 DATED JANUARY 17, 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: 6.12%
Principal Amount: $100,000,000 Interest Payment
Issue Date: January 22, 1996 Dates: January 15 and July 15
Maturity Date: January 15, 2006 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 17, 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"), sever-
ally 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 99.35% 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 .40% of
the principal amount of such Notes. The Purchasers may allow, and such
dealers may reallow, a concession not to exceed .20% 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.
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ATTACHMENT TO PRICING
SUPPLEMENT NO. 2 DATED
JANUARY 17, 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 dis-
counted 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 Compar-
able 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 remain-
ing term of the Notes. "Independent Investment Banker" means Morgan Stanley
& Co.Incorporated or, if such firm is unwilling or unable to select the Com-
parable 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 Quota-
tions, 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 there-
for 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.
