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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PACIFICORP PACIFICORP CAPITAL II
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(Exact name of registrant as specified in its charter)
OREGON DELAWARE
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(State of incorporation (State of incorporation
or organization) or organization)
93-0246090 93-6305293
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
700 NE Multnomah, Portland, OR 700 NE Multnomah, Portland, OR
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(Address of principal (Address of principal
executive offices) executive offices)
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
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7.70% Trust Preferred Securities, New York Stock Exchange
Series B and the Series B Guarantee
with respect thereto
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(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a full description of the PacifiCorp Capital II's 7.70% Trust Preferred
Securities, Series B (the "Series B 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 preliminary Prospectus dated July 24, 1997, and the information contained
under the captions "Certain Terms of Series B Preferred Securities" and "Certain
Terms of Series D Debentures" in the preliminary Prospectus Supplement dated
July 24, 1997. The Prospectus and Prospectus Settlement form part of the
Company's Registration Statement (Registration No. 333-23027) filed with the
Securities and Exchange Commission ("SEC") on March 10, 1997, under the
Securities Act of 1933, as amended, which registration statement was declared
effective on April 15, 1997. The information contained in the foregoing
Registration Statement, as amended (the "Registration Statement"), including the
Prospectus and the Prospectus Supplement incorporated therein, is incorporated
herein by reference.
ITEM 2. EXHIBITS
2.1 Form of Certificate of Trust of PacifiCorp Capital II.
Incorporated by reference to Exhibit 4(e) of the
Registration Statement.
2.2(a) Form of Trust Agreement for PacifiCorp Capital II.
Incorporated by reference to Exhibit (4)(f) to the
Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement for PacifiCorp
Capital II. Incorporated by reference to Exhibit (4)(g) to
the Registration Statement.
2.3 Form of Actions by the Trustees of PacifiCorp Capital II
creating the Preferred Securities.
2.4 Form of Preferred Security Certificate for PacifiCorp
Capital II. Incorporated by reference to Exhibit 4(h) of
the Registration Statement.
2.5 Form of Guarantee Agreement for PacifiCorp Capital II.
Incorporated by reference to Exhibit 4(i) of the
Registration Statement.
2.6 Indenture dated as of May 1, 1995 between PacifiCorp and The
Bank of New York, as Trustee, as supplemented by three
Supplemental Indentures. Incorporated by reference to
Exhibit 4(a) of the Registration Statement and Exhibit 4(a)
of PacifiCorp's Registration Statement No. 333-03357.
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2.7 Form of Supplemental Indenture to be used in connection with
the issuance of Junior Subordinated Debentures only.
Incorporated by reference to Exhibit 4(b) of the
Registration Statement.
2.8 Form of Fourth 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) of the
Registration Statement.
2.9 Form of Junior Subordinated Debenture. Incorporated by
reference to Exhibit 4(d) of the Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has fully caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 30, 1997
PACIFICORP PACIFICORP CAPITAL TRUST II
By:WILLIAM E. PERESSINI By:WILLIAM E. PERESSINI
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William E. Peressini William E. Peressini
Vice President and Administrative Trustee
Treasurer
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EXHIBIT INDEX
Exhibits
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1 Form of Certificate of Trust of PacifiCorp Capital II.
Incorporated by reference to Exhibit 4(e) of the Registration
Statement.
2(a) Form of Trust Agreement for PacifiCorp Capital II. Incorporated
by reference to Exhibit (4)(f) to the Registration Statement.
2(b) Form of Amended and Restated Trust Agreement for PacifiCorp
Capital II. Incorporated by reference to Exhibit (4)(G) to the
Registration Statement.
3 Form of Actions by the Trustees of PacifiCorp Capital II creating
the Preferred Securities.
4 Form of Preferred Security Certificate for PacifiCorp Capital II.
Incorporated by reference to Exhibit 4(h) of the Registration
Statement.
5 Form of Guarantee Agreement for PacifiCorp Capital II.
Incorporated by reference to Exhibit 4(i) of the Registration
Statement.
6 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) of the
Registration Statement and Exhibit 4(a) of PacifiCorp's
Registration Statement No. 333-03357.
7 Form of Supplemental Indenture to be used in connection with the
issuance of Junior Subordinated Debentures only. Incorporated by
reference to Exhibit 4(b) of the Registration Statement.
8 Form of Fourth 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) of the Registration Statement.
9 Form of Junior Subordinated Debenture. Incorporated by reference
to Exhibit 4(d) of the Registration Statement.
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EXHIBIT 2.3
PACIFICORP CAPITAL II
RESOLUTIONS FOR
THE ADMINISTRATIVE TRUSTEES
July 30, 1997
The undersigned, pursuant to the authority referenced below, consent to and
adopt the following resolutions, effective as of July 30, 1997:
WHEREAS, by resolutions adopted on June 5, 1996, the Board of
Directors of PacifiCorp, an Oregon corporation, ratified the
appointment of William E. Peressini and John R. Stageberg to serve as
the Administrative Trustees of PacifiCorp Capital II (the "Trust")
under the Trust Agreement of the Trust, dated as of May 3, 1996; and
WHEREAS, pursuant to Section 207(a)(i)(A) of the Trust's Amended and
Restated Trust Agreement, as defined below, each Administrative
Trustee, acting singly or jointly, has the power and authority to act
on behalf of the Trust with respect to the issuance and sale of the
Trust's securities; now, therefore, be it
RESOLVED, that the Registration Statement on Form S-3, File No.
333-23027, as filed with the Securities and Exchange Commission (the
"SEC") on March 10, 1997 which was declared effective on April 15,
1997, and the forms of Prospectus and Prospectus Supplement relating
to the Preferred Securities of statutory business trusts created under
the laws of the state of Delaware, including the Trust, and Junior
Subordinated Debentures of PacifiCorp, are hereby approved; and
further
RESOLVED, that the acts of the Administrative Trustees of the Trust in
conducting negotiations for the sale of the Series B Preferred
Securities (as defined below) and in selecting Smith Barney Inc., A.G.
Edwards & Sons, Inc., Goldman, Sachs & Co., Morgan Stanley Dean Witter
and PaineWebber Incorporated, as the representatives of the several
underwriters for such sale (the "Underwriters") are hereby approved,
ratified and confirmed; and further
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RESOLVED, that the form of Underwriting Agreement (the "Underwriting
Agreement") presented to this meeting providing for the purchase from
the Trust by the Underwriters of 5,400,000 of the Trust's 7.70% Trust
Preferred Securities, Series B (the "Series B Preferred Securities")
at a purchase price of $25 per Series B Preferred Security is hereby
approved; and further
RESOLVED, that each Administrative Trustee of the Trust is hereby
authorized and directed, in the Trust's name and on its behalf, to
evidence the acceptance by the Trust of the proposal referred to in
the immediately preceding resolution by executing and delivering the
Underwriting Agreement in the form presented to this meeting or in
substantially such form, with such changes as the Administrative
Trustee executing the Underwriting Agreement shall approve, his or
their execution thereof to be conclusive evidence of that approval;
and further
RESOLVED, that the Administrative Trustees of the Trust are hereby
authorized and directed to take or cause to be taken any and all such
action as in the judgment of the Administrative Trustee taking such
action may appear desirable or appropriate for the purpose of enabling
and causing the Trust fully and promptly to perform all of its
obligations under the Underwriting Agreement; and further
RESOLVED, that the form of the Amended and Restated Trust Agreement of
the Trust among PacifiCorp, as Depositor, The Bank of New York, as
Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, and the Administrative Trustees (the "Amended and Restated
Trust Agreement"), including the forms of Common and Preferred
Securities Certificates and Agreement as to Expenses and Liabilities
(the "Expense Agreement") attached as exhibits thereto, is hereby
approved; and further
RESOLVED, that each Administrative Trustee of the Trust is hereby
authorized and directed, in the Trust's name and on its behalf, to
execute and deliver the Amended and Restated Trust Agreement and
Expense Agreement in the forms presented to this meeting or in
substantially such forms, with such changes as the Administrative
Trustee executing the Amended and Restated Trust Agreement and Expense
Agreement shall approve, his or their execution thereof to be
conclusive evidence of that approval; and further
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RESOLVED, that the Administrative Trustees of the Trust are hereby
authorized and directed to take or cause to be taken any and all such
action as in the judgment of the Administrative Trustee taking such
action may appear desirable or appropriate for the purpose of enabling
and causing the Trust fully and promptly to perform all of its
obligations under the Amended and Restated Trust Agreement and the
Expense Agreement; and further
RESOLVED, that, pursuant to the Amended and Restated Trust Agreement,
there is hereby created a series of the Trust's preferred securities,
which shall be designated as 7.70% Trust Preferred Securities,
Series B, (the "Series B Preferred Securities") such Series B
Preferred Securities to be limited in aggregate number to 5,400,000
and in aggregate liquidation amount to $135,000,000 and each of which
shall represent an undivided beneficial interest in the assets of the
Trust; and further
RESOLVED, that the terms of the Series B Preferred
Securities shall be as follows:
Distributions on the Series B Preferred Securities shall be
payable at the rate of 7.70% per annum of the liquidation amount,
payable quarterly in arrears on March 31, June 30, September 30
and December 31 of each year, commencing on September 30, 1997.
The liquidation amount for each Series B Preferred Security
shall be $25.00.
The Series B Preferred Securities shall be issued in
denominations of $25.00 and integral multiples thereof.
On each Debenture Redemption Date (as that term is defined
in the Amended and Restated Trust Agreement), the Issuer Trust
shall redeem a Like Amount (as that term is defined in the
Amended and Restated Trust Agreement) of the Series B Preferred
Securities and Series B Common Securities at the Redemption Price
(as that term is defined in the Amended and Restated Trust
Agreement).
; and further
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RESOLVED, that, subject to the receipt of all required approvals, the
Trust issue up to an aggregate of 5,400,000 of the Trust's Series B
Preferred Securities pursuant to the Underwriting Agreement and the
Amended and Restated Trust Agreement and upon the purchase and payment
for the Series B Preferred Securities in accordance with the terms of
and for the consideration contemplated by and set forth in the
Underwriting Agreement and the Trust Agreement, the Series B Preferred
Securities shall be fully paid and nonassessable undivided beneficial
interests in the assets of the Trust; and further
RESOLVED, that the Administrative Trustees of the Trust are hereby
authorized and directed, in the Trust's name and on its behalf, to
issue or cause to be issued and delivered, in accordance with the
terms of the Amended and Restated Trust Agreement and the Underwriting
Agreement, global certificate(s) evidencing 5,400,000 of the Trust's
Series B Preferred Securities; and further
RESOLVED, that, pursuant to the Amended and Restated Trust Agreement,
there is hereby created a series of the Trust's common securities,
which shall be designated as 7.70% Common Securities, Series B (the
"Series B Common Securities") and shall represent an undivided
beneficial interest in the assets of the Trust; and further
RESOLVED, that the terms of the Trust's Series B Common Securities
shall be as follows:
Distributions on the Series B Common Securities shall be
payable at the rate of 7.70% per annum of the liquidation amount,
payable quarterly in arrears on March 31, June 30, September 30,
and December 31 of each year, commencing on September 30, 1997.
The liquidation amount for each Series B Common Security
shall be $25.00.
The Series B Common Securities shall be issued in
denominations of $25.00 and integral multiples thereof.
On each Debenture Redemption Date (as that term is defined
in the Amended and Restated Trust Agreement), the Issuer Trust
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shall redeem a Like Amount (as that term is defined in the
Amended and Restated Trust Agreement) of the Series B Preferred
Securities and Series B Common Securities at the Redemption Price
(as that term is defined in the Amended and Restated Trust
Agreement).
If on any Distribution Date or Redemption Date any Event of
Default resulting from a Debenture Event of Default shall have
occurred and be continuing (as those terms are defined in the
Amended and Restated Trust Agreement), no payment of any
Distribution on or Redemption Price of (as those terms are
defined in the Amended and Restated Trust Agreement) any Series
B Common Security shall be made unless payment in full in cash of
all accumulated and unpaid Distributions on all Series B
Preferred Securities shall have been made or provided for, and
all funds immediately available to the Property Trustee shall
first be applied to payment in full in cash of all Distributions
on or the Redemption Price of the Series B Preferred Securities
then due and payable.
; and further
RESOLVED, that, subject to the receipt of all required approvals, the
Trust issue up to an aggregate of 167,040 of the Trust's Series B
Common Securities pursuant to the Trust Agreement and upon the
purchase and payment for the Series B Common Securities in accordance
with the terms of and for the consideration contemplated by and set
forth in the Trust Agreement, the Series B Common Securities shall be
fully paid and nonassessable undivided beneficial interests in the
assets of the Trust; and further
RESOLVED, that the Administrative Trustees of the Trust are hereby
authorized and directed, in the Trust's name and on its behalf, to
cause to be issued and delivered to PacifiCorp, in accordance with the
terms of the Amended and Restated Trust Agreement, a global
certificate evidencing 167,040 of the Trust's Series B Common
Securities, having an aggregate liquidation amount of $4,176,000,
against payment by PacifiCorp of $25 per Common Security; and further
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RESOLVED, that the Trust use the proceeds received from the issuance
and sale of the Trust's Series B Preferred Securities and Series B
Common Securities to purchase from PacifiCorp $139,176,000 in
aggregate principal amount of PacifiCorp's 7.70% Junior Subordinated
Deferrable Interest Debentures, Series D (the "Series D Debentures"),
such Series D Debentures to be held by the Property Trustee in
accordance with the terms and provisions of the Amended and Restated
Trust Agreement; and further
RESOLVED, that the Administrative Trustees of the Trust are hereby
authorized and directed, in the Trust's name and on its behalf, to
take any all action and to execute, deliver and file any and all
documents, agreements, and instruments that such Administrative
Trustee deems necessary and appropriate to consummate the transaction
described in the preceding resolution, including payment of the
purchase price for the Series D Debentures being acquired by the
Trust; and further
RESOLVED, that the Series B Preferred Securities sold pursuant to
these resolutions be listed on the New York Stock Exchange (the
"NYSE") and registered with the SEC under Section 12(b) of the
Securities Exchange Act of 1934; and further
RESOLVED, that the Administrative Trustees of the Trust are hereby
authorized, in the Trust's name and on its behalf, to take or cause to
be taken any and all actions necessary or advisable to effect the
listing and trading of the Series B Preferred Securities on the NYSE,
including the preparation, execution and filing of all necessary
applications, documents, forms and agreements with the NYSE and the
SEC, the preparation of temporary and permanent certificates for the
Series B Preferred Securities and the appearance of the Administrative
Trustees before NYSE officials, and all such actions heretofore taken
by the Administrative Trustees are hereby approved, ratified and
confirmed; and further
RESOLVED, that each of John M. Schweitzer and Dexter E. Martin,
counsel to the Trust, is hereby authorized to appear before officials
of the NYSE in connection with such listing application and to furnish
such opinions of counsel as may be required in connection with such
application; and further
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RESOLVED, that each Administrative Trustee of the Trust is hereby
authorized, in the Trust's name and on its behalf, to execute,
deliver, and file any and all such agreements, instruments and other
documents, and to do and perform all such other acts and things, as in
the judgment of the Administrative Trustee may be necessary or
desirable to carry out the purposes of the foregoing resolutions.
Administrative Trustees:
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William E. Peressini
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John R. Stageberg
