UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
March 4, 1998
-------------------------------
(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
1,000,000
OWNED BY --------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON
10) SHARED DISPOSITIVE POWER
WITH
1,000,000
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.85%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------
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
1,000,000
OWNED BY --------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------
PERSON
10) SHARED DISPOSITIVE POWER
WITH
1,000,000
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.85%
--------------------------------------------------------------------------
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 1,000,000
--------------------------------------------------
SHARES
8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY --------------------------------------------------
EACH 9) SOLE DISPOSITIVE POWER
REPORTING 1,000,000
--------------------------------------------------
PERSON
10) SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
--------------------------------------------------------------------------
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
--------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.85%
--------------------------------------------------------------------------
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 and amended February 3, 1998. This
Amendment No. 2 ("Amendment") amends the Statement to report the conversion into
1,000,000 shares of common stock of Covol by PacifiCorp Financial Services,
Inc., an Oregon corporation and a wholly owned subsidiary of PGHC ("PFS"), of
the principal balance, $6,578,531.43 (including $107,941.96 extended on March 4,
1998), and accrued and unpaid interest, $313,526.61, owed to PFS by Covol
pursuant to the Convertible Loan and Security Agreement, dated March 20, 1997,
as amended December 12, 1997 (the "Loan Agreement"). The amounts outstanding
under the Loan Agreement were converted into common stock of Covol at the rate
of $7.00 per share, subject to adjustments set forth therein. PFS has taken the
position that it is entitled to an additional 29,412 shares of common stock
pursuant to adjustments provided in the Loan Agreement. Covol has taken the
position that such adjustments are not provided for in the Loan Agreement. PFS
and Covol are working to resolve the dispute. The loans under the Loan Agreement
have been funded out of the working capital of PFS. 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 converted the principal balance,
$6,578,531.43 (including $107,941.96 extended on March 4, 1998), and accrued and
unpaid interest, $313,526.61, owed to PFS by Covol pursuant to the Loan
Agreement into 1,000,000 shares of common stock of Covol. The amounts
outstanding under the Loan Agreement were converted into common stock of Covol
at the rate of $7.00 per share, subject to adjustments set forth therein. PFS
has taken the position that it is entitled to an additional 29,412 shares of
common stock pursuant to adjustments provided in the Loan Agreement. Covol has
taken the position that such adjustments are not provided for in the Loan
Agreement. PFS and Covol are working to resolve the dispute. The loans under the
Loan Agreement have been funded out of the working capital of PFS.
5 of 8
<PAGE>
Item 4. Purpose of Transaction
The information set forth below amends and supplements the information
included under Item 4(a) of the Statement:
Pursuant to the Loan Agreement, PFS converted the principal balance,
$6,578,531.43 (including $107,941.96 extended on March 4, 1998), and accrued and
unpaid interest, $313,526.61, owed to PFS by Covol pursuant to the Loan
Agreement into 1,000,000 shares of common stock of Covol.
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 converted the principal
balance, $6,578,531.43 (including $107,941.96 extended on March 4, 1998), and
accrued and unpaid interest, $313,526.61, owed to PFS by Covol pursuant to the
Loan Agreement into 1,000,000 shares of common stock of Covol. 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 of Covol
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.
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 WILLIAM E. PERESSINI
-------------------------------------
William E. Peressini
Treasurer
PACIFICORP FINANCIAL SERVICES, INC.
By WILLIAM E. PERESSINI
-------------------------------------
William E. Peressini
Treasurer
PACIFICORP
By WILLIAM E. PERESSINI
-------------------------------------
William E. Peressini
Vice President and Treasurer
<PAGE>
Exhibit 1
<TABLE>
<CAPTION>
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
- ---- ----- --------------------
<S> <C> <C>
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, The Karras
Company, Inc., an investment
advisory firm with offices at 4695
South 1900 West #3, Roy, Utah 84067
Richard T. O'Brien Director, President, Senior Vice President and Chief
Chief Executive Officer Financial Officer of PacifiCorp*;
and Chief Financial Director, President, Chief
Officer Executive Officer and Chief
Financial Officer of PacifiCorp
Group Holdings Company*; Director
and Senior Vice President of
PacifiCorp Financial Services,
Inc.*, 825 NE Multnomah, Suite 775,
Portland, Oregon 97232
<PAGE>
Verl R. Topham Senior Vice President Director, Senior Vice President
and General Counsel and General Counsel of PacifiCorp;
Senior Vice President and General
Counsel of PacifiCorp Group
Holdings Company*
Reynold Roeder Vice President, Finance 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.*
James H. Huesgen Controller Vice President and Controller of
PacifiCorp; Controller of
PacifiCorp Group Holdings
Company
Peter J. Craven Controller of Accounting Controller of Accounting
Services Services of PacifiCorp Group
Holdings Company, Controller of
PacifiCorp Financial Services, Inc.
</TABLE>
All of the directors and executive officers of PacifiCorp 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>
<TABLE>
<CAPTION>
PacifiCorp
----------
Name Title Principal Occupation
- ---- ----- --------------------
<S> <C> <C>
W. Charles Armstrong Director Consultant, RR, Box 1074, East
Sound, Washington 98245-9409
Kathryn A. Braun Director President and Chief
Operating Officer,
Personal Storage Division
Western Digital Corporation,
8105 Irvine Center Drive,
Irvine, CA 92718
Frederick W. Buckman Director, President President and Chief Executive
and Chief Executive Officer of PacifiCorp*
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, The Karras
Company, Inc., an investment
advisory firm with offices at 4695
South 1900 West #3, Roy, Utah 84067
Keith R. McKennon Director and Chairman Chairman of the Board of
of the Board of Directors Directors of PacifiCorp*
Robert G. Miller Director President 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
82414
Verl R. Topham Director, Senior Vice Director, Senior Vice President
President and General and General Counsel of PacifiCorp*;
Counsel Senior Vice President and
General Counsel of PacifiCorp
Group Holdings Company*
<PAGE>
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
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 President Senior Vice President of
PacifiCorp*
Shelley R. Faigle Senior Vice President Senior Vice President of
PacifiCorp*
James H. Huesgen Vice President and Vice President and Controller of
Controller PacifiCorp; Controller of
PacifiCorp Group Holdings
Company*
Paul G. Lorenzini Senior Vice President Senior Vice President of
PacifiCorp*
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
and Chief Financial Financial Officer of PacifiCorp*;
Officer Director, President, Chief
Executive Officer and Chief
Financial Officer of PacifiCorp
Group Holdings Company*
Daniel L. Spalding Senior Vice President Chairman and Chief Executive
Officer of Powercor Australia
Limited; Senior Vice President of
PacifiCorp*
Dennis P. Steinberg Senior Vice President Senior Vice President of
PacifiCorp*
William C. Brauer Senior Vice President Senior Vice President of
PacifiCorp*
<PAGE>
Thomas J. Imeson Vice President Vice President of PacifiCorp*
Sally A. Nofziger Vice President and Vice President and Corporate
Corporate Secretary Secretary of PacifiCorp*; 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 and Vice President and Treasurer of
Treasuser PacifiCorp*; Treasurer of
PacifiCorp Group Holdings
Company*; Treasurer of
PacifiCorp Financial Services, Inc.
</TABLE>
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>
<TABLE>
<CAPTION>
PacifiCorp Financial Services, Inc.
-----------------------------------
Name Title Principal Occupation
- ---- ----- --------------------
<S> <C> <C>
Craig N. Longfield Director and President Director, Senior Vice President
and Chief Operating Officer of
PacifiCorp Financial Services,
Inc.*
Richard T. O'Brien Director and Senior Senior Vice President and Chief
Vice President Financial Officer of PacifiCorp*;
Director, 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
- ---- ----- --------------------
<S> <C> <C>
Peter J. Craven Controller Controller of Accounting Services
of PacifiCorp Group Holdings
Company*; Controller of
PacifiCorp Financial Services,
Inc.*
</TABLE>
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 1,000,000 10.85%*
or Direct the Vote
Sole Power to Dispose 0 0%
or to Direct the
Disposition
Shared Power to Dispose 1,000,000 10.85%*
or to Direct the
Disposal
========= =======
Total 1,000,000 10.85%*
Beneficially
Owned
- --------------
* Calculated using a denominator equal to 9,210,575 (based on the number of
shares of Common Stock outstanding at February 12, 1998).
<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 1,000,000 10.85%*
or Direct the Vote
Sole Power to Dispose 0 0%
or to Direct the
Disposition
Shared Power to Dispose 1,000,000 10.85%*
or to Direct the
Disposal
========= =======
Total 1,000,000 10.85%*
Beneficially
Owned
- --------------
* Calculated using a denominator equal to 9,210,575 (based on the number of
shares of Common Stock outstanding at February 12, 1998).
<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 1,000,000 10.85%*
or Direct the Vote
Sole Power to Dispose 0 0%
or to Direct the
Disposition
Shared Power to Dispose 1,000,000 10.85%*
or to Direct the
Disposal
========= =======
Total 1,000,000 10.85%*
Beneficially
Owned
- --------------
* Calculated using a denominator equal to 9,210,575 (based on the number of
shares of Common Stock outstanding at February 12, 1998).
