As filed with the Securities and Exchange Commission on August 27, 1996
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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1996 Stock Retention Plan
(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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================
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 3,000,000 Shares $20.625 $61,875,000 $21,336.21
=========================================================================================
<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 $20.625, which was the
average of the high and low prices of the Common Stock on August 23,
1996, as reported in The Wall Street Journal for New York Stock
Exchange listed securities.
</FN>
</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.
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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
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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 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
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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.
Item 8. Exhibits.
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(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.
(5) Opinion of Stoel Rives LLP.
(15) Letter re Unaudited Financial Information.
(23) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney.
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Item 9. Undertakings.
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(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
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Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act 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.
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<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
August 27, 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 August
27, 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 Accounting
Richard T. O'Brien Officer)
*KATHRYN A. BRAUN Director
- ----------------------------------
Kathryn A. Braun
*C. TODD CONOVER Director
- ----------------------------------
C. Todd Conover
*NOLAN E. KARRAS Director
- ----------------------------------
Nolan E. Karras
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<PAGE>
*KEITH R. McKENNON Director
- ----------------------------------
Keith R. McKennon
(Chairman)
*ROBERT G. MILLER Director
- ----------------------------------
Robert G. Miller
*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)
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<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,
1995. Incorporated by reference to Exhibit
(3)b, Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-5152.
(5) Opinion of Stoel Rives LLP.
(15) Letter re Unaudited Financial Information.
(23) Consent of Deloitte & Touche LLP.
(24) Powers of Attorney.
II-8
August 27, 1996
PacifiCorp
700 NE Multnomah
Suite 1600
Portland, OR 97232
We have acted as counsel to PacifiCorp (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering 3,000,000 shares of Common Stock of PacifiCorp (the "Shares") to
be issued from time to time pursuant to the Company's 1996 Stock Retention
(the "Plan"). We have reviewed the corporate action of the Company in
connection with this matter and have examined those documents, corporate
records and other instruments we deemed necessary for purposes of this
opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Oregon;
2. The Shares have been duly authorized by all necessary corporate
action and, when issued in accordance with the terms and conditions of the
Plan and the resolutions of the Company's Board of Directors, and, with
respect to any newly issued shares, upon obtaining any necessary state
regulatory approvals, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 15
August 23, 1996
PacifiCorp
700 N.E. Multnomah
Portland, Oregon
We have made reviews, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of PacifiCorp and subsidiaries for the
periods ended March 31, 1996 and 1995 and June 30, 1996 and 1995, as
indicated in our reports dated April 29, 1996 and July 19, 1996; because we
did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which are included in your
Quarterly Report on Form 10-Q for the quarters ended Mach 31, 1996 and June
30, 1996, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
DELOITTE & TOUCHE LLP
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 report dated February 13, 1996 (which
expresses an unqualified opinion and includes an explanatory paragraph
relating to the change in the Company's method of accounting for income
taxes and other postretirement benefits) incorporated by reference in the
Annual Report on Form 10-K of PacifiCorp for the year ended December 31,
1995.
DELOITTE & TOUCHE LLP
August 23, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, 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
PacifiCorp 1996 Stock Retention Plan, 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
and Exchange Commission, granting unto said attorney and agent, 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
attorney and agent, or his substitute, may lawfully do or cause to be done
by virtue hereof.
Dated: August 14, 1996.
FREDERICK W. BUCKMAN
----------------------------------
Frederick W. Buckman
RICHARD T. O'BRIEN
----------------------------------
Richard T. O'Brien
KATHRYN A. BRAUN
----------------------------------
Kathryn A. Braun
C. TODD CONOVER
----------------------------------
C. Todd Conover
NOLAN E. KARRAS
----------------------------------
Nolan E. Karras
KEITH R. McKENNON
----------------------------------
Keith R. McKennon
ROBERT G. MILLER
----------------------------------
Robert G. Miller
VERL R. TOPHAM
----------------------------------
Verl R. Topham
DON M. WHEELER
----------------------------------
Don M. Wheeler
NANCY WILGENBUSCH
----------------------------------
Nancy Wilgenbusch
PETER I. WOLD
----------------------------------
Peter I. Wold
