UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Covol Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
223575 10 1
------------------------------
(CUSIP Number)
Richard T. O'Brien
PacifiCorp Group Holdings Company
700 NE Multnomah, Suite 1600
Portland, Oregon 97232
Telephone: (503) 731-2133
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 24, 1997
-------------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
1 of 8
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 223575 10 1 Page 2 of 8 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PacifiCorp Group Holdings Company
93-0866672
--------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF
--------------------------------------------------
SHARES
8) SHARED VOTING POWER
BENEFICIALLY
938,540
OWNED BY --------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON
10) SHARED DISPOSITIVE POWER
WITH
938,540
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,540
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.09%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
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2 of 8
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 223575 10 1 Page 3 of 8 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PacifiCorp
93-0246090
--------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
--------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF
--------------------------------------------------
SHARES
8) SHARED VOTING POWER
BENEFICIALLY
938,540
OWNED BY --------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON
10) SHARED DISPOSITIVE POWER
WITH
938,540
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,540
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.09%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------
3 of 8
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 223575 10 1 Page 4 of 8 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PacifiCorp Financial Services, Inc.
93-0369681
--------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3) SEC USE ONLY _____________________________________________________________
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
--------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 938,540
--------------------------------------------------
SHARES
8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 938,540
--------------------------------------------------
PERSON
10) SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,540
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.09%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------
4 of 8
<PAGE>
PacifiCorp Group Holdings Company, a Delaware corporation
("PGHC")(formerly, PacifiCorp Holdings, Inc.), amends its statement on Schedule
13D ("Statement") pertaining to the common stock, $0.001 par value, of Covol
Technologies, Inc., a Delaware corporation ("Covol"), which Statement was filed
with the Securities and Exchange Commission on April 24, 1997. This Amendment
No. 1 ("Amendment") amends the Statement to report accrued and unpaid interest
as of December 31, 1997, of $191,920.72 and the extension of additional loans on
December 15, 22 and 24, 1997, and January 5 and 21, 1998, in the amounts of
$545,200.00, $165,300.00, $691,011.73, $57,306.56 and $489,956.05, respectively,
by PacifiCorp Financial Services, Inc., an Oregon corporation and a wholly owned
subsidiary of PGHC ("PFS"), pursuant to the the increased facility available
under the Convertible Loan and Security Agreement, dated March 20, 1997, as
amended December 12, 1997 (the "Loan Agreement"), a copy of which amendment is
filed herewith as Exhibit 3, and incorporated by reference herein. The amounts
are convertible into common stock of Covol at the rate of $7.00 per share,
subject to adjustments set forth therein. The loans under the Loan Agreement
have been funded out of the working capital of PFS. Accordingly, PFS's has the
right to convert the amount outstanding under the Loan Agreement into 938,540
shares of common stock of Covol, subject to adjustments set forth herein.
PacifiCorp, an Oregon corporation ("PacifiCorp"), owning 100 percent of the
outstanding voting securities of PGHC, and PFS join in this filing.
Item 2. Identity and Background
The information set forth below amends and supplements the information
included under Item 2 of the Statement:
During the past five years, neither PacifiCorp, PGHC nor PFS has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has it been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
For a current list of the executive officers and directors of PacifiCorp
and PGHC, and of the directors and officers of PFS, along with the other
information required to be furnished with respect to such executive officers and
directors under this Item 2, see Exhibit 1, which is incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth below amends and supplements the information
included under Item 3 of the Statement:
Pursuant to the Loan Agreement, PFS has lent $6,377,860.00, which
amount, together with accrued and unpaid interest as of December 31, 1997, of
$191,920.72, is convertible into common stock of Covol at the rate of $7.00 per
share, subject to adjustments set forth therein. The loans under the Loan
Agreement were funded out of the working capital of PFS.
Item 4. Purpose of Transaction
The information set forth below amends and supplements the information
included under Item 4(a) of the Statement:
5 of 8
<PAGE>
Pursuant to the Loan Agreement, PFS has lent $6,377,860.00, which
amount, together with accrued and unpaid interest as of December 31, 1997, of
$191,920.72, is convertible into common stock of Covol at the rate of $7.00 per
share, subject to adjustments set forth therein.
Item 5. Interest in Securities of the Issuer
The information set forth below amends and supplements the information
included under Item 5 of the Statement:
(a) - (c) Pursuant to the Loan Agreement, PFS has lent $6,377,860.00 to
Covol, which amount, together with accrued and unpaid interest as of December
31, 1997, of $191,920.72, is convertible into common stock of Covol at the rate
of $7.00 per share, subject to adjustments set forth therein. If PFS converted
the entire principal amount outstanding under the Loan Agreement it would
receive 938,540 shares of common stock of Covol, subject to adjustments as
provided in the Loan Agreement. The aggregate number of shares of common stock
of Covol beneficially owned by the persons named in response to Item 2, and the
number of shares of Common Stock with respect to which there is sole power to
vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to dispose or to
direct the disposition, are set forth on Exhibit 2, which is incorporated herein
by reference. Except as described in this Schedule 13D, to the best knowledge of
PacifiCorp, PGHC and PFS, none of the persons named in response to Item 2 above
beneficially owns any shares of Covol common stock. Except as described in this
Schedule 13D, neither PacifiCorp, PGHC, PFS, nor, to the best of their
knowledge, any of the persons listed in Item 2 above has effected any
transactions in Covol common stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Filed as exhibits hereto are the following:
1 Directors and Officers of PacifiCorp, PacifiCorp Group Holdings
Company and PacifiCorp Financial Services, Inc.
2 Interest in Securities of Covol Technologies, Inc.
3 Amendment to Convertible Loan and Security Agreement, dated
December 12, 1997, incorporated by reference to Exhibit 10.38.1 to
the Annual Report on Form 10-K, filed on January 13, 1998, of Covol
Technologies, Inc.
6 of 8
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PACIFICORP GROUP HOLDINGS COMPANY
By RICHARD T. O'BRIEN
--------------------------------------
Richard T. O'Brien, President, Chief
Executive Officer and Chief Finacial
Officer
PACIFICORP FINANCIAL SERVICES, INC.
By RICHARD T. O'BRIEN
--------------------------------------
Richard T. O'Brien, Senior Vice
President
PACIFICORP
By RICHARD T. O'BRIEN
--------------------------------------
Richard T. O'Brien, Senior Vice
President and Chief Finacial Officer
7 of 8
<PAGE>
Exhibit 1
DIRECTORS AND EXECUTIVE OFFICERS
OF PACIFICORP GROUP HOLDINGS COMPANY, PACIFICORP AND
PACIFICORP FINANCIAL SERVICES, INC.
(Note: footnote (*) appears at end of this Exhibit 1)
The directors and executive officers of PacifiCorp Group Holdings
Company, PacifiCorp and PacifiCorp Financial Services, Inc. are as follows:
PacifiCorp Group Holdings Company
---------------------------------
Name Title Principal Occupation
- ---- ----- --------------------
Frederick W. Buckman Director President and Chief Executive
Officer of PacifiCorp, an electric
utility, 700 NE Multnomah, Suite
1600, Portland, Oregon 97232;
Chairman of Board of PacifiCorp
Group Holdings Company, 700
NE Multnomah, Suite 1600,
Portland, Oregon 97232
C. Todd Conover Director President and Chief Executive
Officer, The Vantage Company,
101 First Street, Suite 670, Los
Altos, California 94022
Nolan E. Karras Director Investment Advisor, Karras &
Associates, an investment advisory
firm with offices at 4695 South
1900 West #3, Roy, Utah 84067
Richard T. O'Brien President and Senior Vice President and Chief
Chief Financial Financial Officer of PacifiCorp*;
Officer President, Chief Executive Officer
and Chief Financial Officer of
PacifiCorp Group Holdings
Company*; Director and Senior Vice
President of PacifiCorp Financial
Services, Inc.*
<PAGE>
Name Title Principal Occupation
- ---- ----- --------------------
Verl R. Topham Senior Vice Director, Senior Vice President
President and and General Counsel of PacifiCorp;
General Counsel Senior Vice President and General
Counsel of PacifiCorp Group
Holdings Company*
Reynold Roeder Vice President, Vice President, Finance of
Finance PacifiCorp Group Holdings
Company*, Vice President of
PacifiCorp Financial Services,
Inc.*
William E. Peressini Treasurer Vice President and Treasurer of
PacifiCorp*; Treasurer of
PacifiCorp Group Holdings
Company*; Treasurer of
PacifiCorp Financial Services,
Inc.
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*;
Secretary of PacifiCorp Group
Holdings Company*, Secretary of
PacifiCorp Financial Services,
Inc.*
James H. Huesgen Controller Vice President and Controller of
PacifiCorp; Controller of
PacifiCorp Group Holdings Company
All of the directors and executive officers of Pacific Group Holdings
Company are U.S. citizens. The business address of each individual listed above
is the address shown for the individual's principal occupation. None of the
individuals listed has been, during the last five years, (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
<PAGE>
PacifiCorp
----------
Name Title Principal Occupation
- ---- ----- --------------------
W. Charles Armstrong Director Consultant, RR, Box 1074, East
Sound, Washington 98245-9409
Kathryn A. Braun Director Executive Vice President, Western
Digital Corporation, 8105 Irvine
Center Drive, Irvine, CA 92718
Frederick W. Buckman Director, President and Chief Executive
President and Officer of PacifiCorp*
and Chief
Executive Officer
C. Todd Conover Director President and Chief Executive
Officer of The Vantage Company,
101 First Street, Suite 670, Los
Altos, California 94022
Nolan E. Karras Director Investment Advisor, Karras &
Associates, Inc., an investment
advisory firm with offices at 4695
South 1900 West #3, Roy, Utah
84067
Keith R. McKennon Director and Chairman of the Board of
Chairman of Directors of PacifiCorp*
the Board of
Directors
Robert G. Miller Director Chairman of the Board and Chief
Executive Officer of Fred Meyer,
Inc., a retail merchandising
chain, with offices at 3800 SE
22nd, Portland, Oregon 97202
Alan K. Simpson Director Director of PacifiCorp, 1201
Sunshine Avenue, Cody, Wyoming
Verl R. Topham Director, Senior Director, Senior Vice President
Vice President and General Counsel of
and General PacifiCorp*; Senior Vice President
Counsel and General Counsel of PacifiCorp
Holdings, Inc.*
Don M. Wheeler Director Chairman and Chief Executive
Officer, ICM Equipment Company, a
materials handling and rental
services firm with offices at 4899
West 2100 South, Salt Lake City,
Utah 84120
Nancy Wilgenbusch Director President, Marylhurst College,
Marylhurst, Oregon, 97036
<PAGE>
Name Title Principal Occupation
- ---- ----- --------------------
Peter I. Wold Director President, Wold Oil & Gas
Company, an oil and gas
exploration and production
company, with offices at 139 West
Second Street, Suite 200, Casper,
Wyoming 82602
Donald A. Bloodworth Vice President Vice President of PacifiCorp*
John A. Bohling Senior Vice Senior Vice President of
President PacifiCorp*
Shelley R. Faigle Senior Vice Senior Vice President of
President PacifiCorp*
James A. Huesgen Vice President Vice President and Controller of
and Controller PacifiCorp*; Controller of
PacifiCorp Group Holdings Company
Paul G. Lorenzini Senior Vice Senior Vice President of
President of PacifiCorp*
PacifiCorp
Richard T. O'Brien Senior Vice Senior Vice President and Chief
President and Financial Officer of PacifiCorp*;
Chief Financial President, Chief Executive Officer
Officer and Chief Financial Officer of
PacifiCorp Group Holdings
Company*
Daniel L. Spalding Senior Vice Chairman and Chief Executive
President Officer of Powercor Australia
Limited; Senior Vice President of
PacifiCorp*
Dennis P. Steinberg Senior Vice Senior Vice President of
President PacifiCorp*
William C. Brauer Senior Vice Senior Vice President of
President PacifiCorp*
Thomas J. Imeson Vice President Vice President of PacifiCorp*
Sally A. Nofziger Vice President Vice President and Corporate
and Corporate Secretary of PacifiCorp*;
Secretary Secretary of PacifiCorp Group
Holdings Company*; Secretary of
PacifiCorp Financial Services,
Inc.
Michael J. Pittman Vice President Vice President of PacifiCorp
William E. Peressini Vice President Vice President and Treasurer of
and Treasurer PacifiCorp*; Treasurer of
PacifiCorp Group Holdings
Company*; Treasurer of PacifiCorp
Financial Services, Inc.
<PAGE>
All of the directors and executive officers of PacifiCorp are U.S.
citizens. The business address of each individual listed above is the address
shown for the individual's principal occupation. None of the individuals listed
has been, during the last five years, (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
<PAGE>
PacifiCorp Financial Services, Inc.
-----------------------------------
Name Title Principal Occupation
- ---- ----- --------------------
Craig N. Longfield Director, Director, President and Chief
President and Operating Officer of PacifiCorp
Chief Operating Financial Services, Inc.
Officer
Richard T. O'Brien Director and Senior Vice President and Chief
Senior Vice Financial Officer of PacifiCorp*;
President President, Chief Executive Officer
and Chief Financial Officer of
PacifiCorp Group Holdings
Company*; Director and Senior Vice
President of PacifiCorp Financial
Services, Inc.*
Reynold Roeder Vice President Vice President, Finance, of
PacifiCorp Group Holdings
Company*; Vice President of
PacifiCorp Financial Services,
Inc.
William E. Peressini Treasurer Vice President and Treasurer of
PacifiCorp*; Treasurer of
PacifiCorp Group Holdings
Company*; Treasurer of
PacifiCorp Financial Services,
Inc.;
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*;
Secretary of PacifiCorp Group
Holdings Company*; Secretary of
PacifiCorp Financial Services,
Inc.
<PAGE>
Name Title Principal Occupation
- ---- ----- --------------------
Peter J. Craven Controller Controller of Accounting Services
of PacifiCorp Group Holdings
Company*; Controller of
PacifiCorp Financial Services,
Inc.*
All of the directors and executive officers of PacifiCorp Financial
Services, Inc. are U.S. citizens. The business address of each individual listed
above is the address shown for the individual's principal occupation. None of
the individuals listed has been, during the last five years, (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
- --------------
* The principal business and address of the corporation or other
organization for which the listed individual's principal occupation is conducted
is set forth at the first place at which the name of such corporation or other
organization appears in this Exhibit 1.
<PAGE>
Exhibit 2
INTERESTS IN SECURITIES OF
COVOL TECHNOLOGIES, INC.
The beneficial ownership interests of PGHC, PFS and PacifiCorp and the
directors and officers of each of them are described below:
PacifiCorp Group Holdings Company
---------------------------------
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
Sole Power to Vote or 0 0%
Direct the Vote
Shared Power to Vote 938,540 10.09%*
or Direct the Vote
Sole Power to Dispose 0 0%
or to Direct the
Disposition
Shared Power to Dispose 938,540 10.09%*
or to Direct the
Disposal
======= ======
Total 938,540 10.09%*
Beneficially
Owned
- --------------
* Calculated using a denominator equal to 9,298,175 (based on the number of
shares of Common Stock outstanding at December 17, 1997).
<PAGE>
PacifiCorp
----------
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
Sole Power to Vote or 0 0%
Direct the Vote
Shared Power to Vote 938,540 10.09%*
or Direct the Vote
Sole Power to Dispose 0 0%
or to Direct the
Disposition
Shared Power to Dispose 938,540 10.09%*
or to Direct the
Disposal
======= ======
Total 938,540 10.09%*
Beneficially
Owned
- --------------
* Calculated using a denominator equal to 9,298,175 (based on the number of
shares of Common Stock outstanding at December 17, 1997).
<PAGE>
PacifiCorp Financial Services, Inc.
-----------------------------------
Nature of Number of Percent of Total Number
Ownership Shares of Outstanding Shares
--------- --------- -----------------------
Sole Power to Vote or 0 0%
Direct the Vote
Shared Power to Vote 938,540 10.09%*
or Direct the Vote
Sole Power to Dispose 0 0%
or to Direct the
Disposition
Shared Power to Dispose 938,540 10.09%*
or to Direct the
Disposal
======= ======
Total 938,540 10.09%*
Beneficially
Owned
- --------------
* Calculated using a denominator equal to 9,298,175 (based on the number of
shares of Common Stock outstanding at December 17, 1997).
