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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
March 12, 1997
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 1-5152 93-0246090
(State of Incorporation) (Commission (I.R.S. Employer
File No.) Identification No.)
700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 731-2000
No Change
(Former Name or Former Address, if changed since last report)
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Item 5. OTHER EVENTS
Information contained in PacifiCorp's news release issued March
12, 1997 related to a proposed acquisition of a natural gas gathering,
processing, storage and marketing company based in Houston, Texas is
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99. PacifiCorp news release issued March 12, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFICORP
(Registrant)
By: WILLIAM E. PERESSINI
________________________________
William E. Peressini
Vice President and Treasurer
Date: March 12, 1997
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION PAGE
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99 PacifiCorp news release issued March 12, 1997.
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EXHIBIT 99
_____________________________________________________________________________
PACIFICORP NEWS RELEASE
_____________________________________________________________________________
FOR FURTHER INFORMATION CONTACT:
Media Contact: Dave Kvamme (503) 464-6272
Investor Contact: Scott Hibbs (503) 731-2123
March 12, 1997
PACIFICORP ANNOUNCES AGREEMENT TO ACQUIRE TPC CORPORATION
PacifiCorp (NYSE: PPW) announced today that its wholly-owned subsidiary,
PacifiCorp Holdings, Inc. (PHI), has entered into an agreement to acquire TPC
Corporation, a natural gas gathering, processing, storage and marketing
company based in Houston, Texas. PHI, through a subsidiary, will commence a
cash tender offer on Tuesday, March 18, 1997 to purchase all outstanding
shares of TPC common stock for $13.41 per share. Following completion of the
tender offer, TPC will become a wholly-owned subsidiary of PHI, through a cash
merger at the same price. The total purchase price is expected to be
approximately $288 million.
TPC Corporation has built a business around gas gathering systems in and near
the Gulf of Mexico with related processing facilities, and in salt dome
storage projects at the Moss Bluff market hub in Texas and the Egan market hub
in Louisiana. Its other core business is natural gas marketing to utilities
in the Midwest and Northeast.
"This transaction is key in establishing PacifiCorp as a full service energy
company," said Fred Buckman, PacifiCorp president and chief executive officer.
"To successfully compete, energy companies need to have the skills and assets
that enable them to meet all aspects of customers' energy needs, be they
electricity, gas or coal.
"The TPC assets and skills complement our extensive electric and coal assets
and skills which we believe give us a competitive advantage in energy
markets," he said.
PacifiCorp is already by far the highest volume investor-owned wholesaler of
electric energy west of the Mississippi River. The company's vast western
electric transmission system interconnects with over 60 other utilities and
the company has built a dominant position in western wholesale electricity
markets.
With the formation of PacifiCorp Power Marketing in 1995, the company
dedicated itself to replicating its western wholesale business in the eastern
United States. PacifiCorp is pursing an agreement with Big Rivers Electric
Corporation to lease and operate its four western Kentucky coal-fired plants.
Already PacifiCorp is one of a handful of electricity market makers in eastern
energy markets.
(more)
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"Customers tell us they want to deal with an energy provider who can take care
of their total energy needs. Now we can," said Dennis Steinberg, PacifiCorp
senior vice president of global sales, marketing and energy trading. "So we
have taken this significant step toward building gas capabilities into our
energy marketing portfolio."
PacifiCorp selected TPC because it has the value-enhancing aspects of the
natural gas industry that it desires most. Gathering, processing and storage
assets and marketing skills best fit the company's strategies for competing in
eastern energy markets.
Larry W. Bickle, chairman and chief executive officer of TPC said, "TPC is
excited to be able to combine its business with PacifiCorp. The acquisition
recognizes the great progress TPC has made in expanding our gathering and
processing business, our gas marketing operations, and our gas storage
business. The combination of TPC and PacifiCorp makes us a formidable
competitor in eastern energy markets."
The tender offer will be conditioned upon the tender of TPC shares which
represent at least a majority of the outstanding shares. The tender offer and
merger are also subject to the conditions of the Hart-Scott-Rodino Antitrust
Act.
PacifiCorp, based in Portland, Oregon serves 1.4 million retail customers in
the west and 550,000 retail customers in Australia. It conducts wholesale
power transactions with more than 100 utilities in North America. For the
year ended December 31, 1996, PacifiCorp had revenues of $4.3 billion and net
income of $475 million. PacifiCorp expects that the acquisition of TPC will
be slightly dilutive to its earnings in 1997 and accretive thereafter.
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