As filed with the Securities and Exchange Commission on March 18, 1998
Registration No. 33-62095
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon 93-0246090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 NE Multnomah, Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
Richard T. O'Brien
Senior Vice President and Chief Financial Officer
700 NE Multnomah, Suite 1600
Portland, OR 97232-4116
(503) 731-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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It is respectfully requested that the Commission send
copies of all notices, orders and communications to:
Stoel Rives LLP
Attn: John M. Schweitzer
700 NE Multnomah, Suite 950
Portland, Oregon 97232-4109
(503) 294-9100
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EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-3 (Registration No.
33-62095), PacifiCorp, an Oregon corporation, registered 15,000,000 shares of
its Common Stock to be issued in connection with its Dividend Reinvestment and
Stock Purchase Plan (the "Plan"). Subsequently, the Plan was amended as
described in this Post-Effective Amendment No. 1. The amendments to the Plan,
among other things, expand the scope of eligible participants in the Plan.
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PACIFICORP
Dividend Reinvestment and Stock Purchase Plan
The Dividend Reinvestment and Stock Purchase Plan (the Plan) of PacifiCorp
(the Company) provides holders of the Company's Common Stock, employees of the
Company and other interested investors with a convenient way to reinvest cash
dividends on shares of the Company's Common and Preferred Stock and make
optional cash investments in shares of the Company's Common Stock.
Under the Plan, holders of the Company's Common Stock and Preferred Stock,
employees and other interested investors may automatically reinvest cash
dividends on all or a portion of their shares in Common Stock and invest in
additional shares of Common Stock by making optional cash investments. Optional
cash investments must be in U.S. currency and may be made by check, by monthly
automatic bank debit or by other means approved by the administrator of the
Plan. Participants may also elect to deposit certificated shares of Common Stock
into their Plan accounts for safekeeping, and all cash dividends paid on shares
deposited for safekeeping will automatically be reinvested in Common Stock
unless the Participant elects to reinvest only a portion of the dividends paid
and to receive the remaining dividends in cash.
The shares of Common Stock purchased under the Plan with reinvested
dividends and optional cash investments will, at the election of the Company, be
newly issued shares, shares purchased in the market by an independent agent
designated by the Company (the Agent) or any combination of the foregoing. Fees
charged to the account of participants will vary depending upon the source of
the shares purchased under the Plan. The Company administers the Plan and is
custodian of the Plan shares.
Participants in the Plan will be charged an administrative fee each
quarter. Participants will generally incur no brokerage commissions on purchases
of newly issued shares of Common Stock under the Plan. If shares are purchased
by the Agent in market transactions, all brokerage commissions, service charges
and costs relating to the purchase will be charged to Participants. A
Participant will also incur brokerage commissions and other expenses upon the
sale by the Agent of shares for such Participant's account. If a Participant's
check for an optional cash payment is returned for nonsufficient funds, a
service charge will be assessed to the Participant. All of the foregoing charges
may be offset against future dividend payments payable to the Participant. This
Prospectus includes a fee schedule specifying the current amount of these
charges, which may be changed by the Company at any time following notice to
Participants.
The Plan does not change the Company's dividend policy, which will continue
to depend upon future earnings, financial requirements and other factors.
Shareholders who do not wish to participate in the Plan receive cash dividends,
as declared and paid, by check or other means approved by the Company.
Shareholders who wish to participate in the Plan only with respect to a portion
of their shares continue to receive cash dividends with respect to their
remaining shares, as declared and paid.
Outstanding shares of the Company's Common Stock are, and newly issued
shares offered pursuant to the Plan will be, listed on the New York and Pacific
Stock Exchanges.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is March 6, 1998
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No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer in such
jurisdiction.
To the extent required by applicable law in certain jurisdictions, shares
of Common Stock offered under the Plan to persons who are not presently
employees or record holders of Common Stock of the Company are offered only
through a registered broker/dealer in such jurisdictions.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the Commission). Such reports and other information (including proxy and
information statements) filed by the Company can be inspected and copied at
public reference facilities maintained by the Commission at 450 Fifth Street,
NW, Room 1024, Washington, DC 20549, and at the following Regional Offices of
the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048, and Chicago Regional Office, 500 W Madison Street, 14th
Floor, Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, NW, Washington,
DC 20549, upon payment of the prescribed rates. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding reporting companies under the Exchange Act, including the
Company, at http://www.sec.gov. The Common Stock of the Company is listed on the
New York Stock Exchange and the Pacific Stock Exchange. Reports, proxy
statements and other information concerning the Company can be inspected at
their respective offices: New York Stock Exchange, 20 Broad Street, New York,
New York 10005, and Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.
This Prospectus constitutes a part of a registration statement on Form S-3
(together with all amendments and exhibits thereto, the Registration Statement)
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the Securities Act). This Prospectus does not contain all of the
information included in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements contained herein concerning the provisions of any document do not
purport to be complete and, in each instance, are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is subject
to and qualified in its entirety by such reference. Reference is made to the
Registration Statement, including the exhibits thereto, for further information
with respect to the Company and the securities offered hereby.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, as amended by Form 10-K/A dated June 26, 1997;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997;
(3) The Company's Current Reports on Form 8-K dated February 12, March 12,
June 13, July 23, August 1, October 14, December 1 and December 19, 1997 and
January 12, 1998; and
(4) The description of the Common Stock contained in the Company's
registration under Section 12 of the Exchange Act, including any amendment or
report updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents"; provided,
however, that the documents enumerated above or subsequently filed by the
Company pursuant to Section 13 or 14 of the Exchange Act prior to the filing of
the Company's Annual Report on Form 10-K for the current fiscal year with the
Commission shall not be Incorporated Documents or be incorporated by reference
in this Prospectus or be a part hereof from and after such filing of such Annual
Report on Form 10-K).
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Incorporated Documents are not presented in this Prospectus or
delivered herewith. The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of this Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the Incorporated Documents, other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference therein.
Requests should be directed to PacifiCorp, Shareholder Services, P.O. Box 14740,
Portland, Oregon, 97232-0740; telephone number (800) 233-5453. The information
relating to the Company contained in this Prospectus does not purport to be
comprehensive and should be read together with the information contained in the
Incorporated Documents.
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THE COMPANY
The Company is an electric utility headquartered in Portland, Oregon that
conducts a retail electric utility business through Pacific Power & Light
Company and Utah Power & Light Company and engages in power production and sales
on a wholesale basis under the name PacifiCorp. The Company furnishes electric
service to approximately 1.4 million customers in portions of seven western
states: California, Idaho, Montana, Oregon, Utah, Washington and Wyoming.
PacifiCorp Holdings, Inc. ("Holdings"), a wholly owned subsidiary of the
Company, holds the stock of subsidiaries conducting businesses not regulated as
US electric utilities. Historically, Holdings principal subsidiaries were
engaged in telecommunications, mining and resource development and financial
services. In recent years, Holdings reduced the size and scope of its financial
services operations and sold its mining and resource development subsidiary. In
connection with the financing of the tender offer for The Energy Group plc
described below, Holdings sold Pacific Telecom, Inc., its telecommunications
subsidiary, to Century Telephone Enterprises, Inc. for $1.5 billion in cash plus
the assumption of debt and Pacific Generation Company, its independent power
production and cogeneration subsidiary, to NRG Energy, Inc. for $150 million.
Portions of the loan, leasing and real estate investment portfolio of another
wholly owned subsidiary of Holdings, PacifiCorp Financial Services, Inc.
("PFS"), are being liquidated. PFS expects to retain only its tax advantaged
investments in leveraged lease assets (primarily aircraft). At the present time,
Holdings' principal subsidiaries are engaged primarily in international power
production, distribution and marketing, domestic power marketing and natural gas
storage and marketing.
Holdings indirectly owns 100 percent of Powercor Australia Limited
("Powercor"), an Australian electric distribution company. Powercor serves
approximately 550,000 customers in suburban Melbourne and the western and
central regions of the State of Victoria in southeast Australia. In addition,
Holdings indirectly owns a 19.9 percent interest in the 1,600 megawatt Hazelwood
brown coal-fired generating station and adjacent brown coal mine located in
Victoria, Australia.
On April 15, 1997, Holdings acquired 100 percent of TPC Corporation, a
natural gas gathering, processing, storage and marketing company based in
Houston, Texas, for approximately $265 million in cash and assumed debt of
approximately $140 million. On December 2, 1997, TPC Corporation sold its
natural gas gathering and processing systems to a subsidiary of El Paso Energy
Company for $196.5 million.
On June 13, 1997, the Company and The Energy Group plc announced a
transaction under which PacifiCorp Acquisitions, an indirect wholly owned
subsidiary of Holdings, offered to purchase all the shares of The Energy Group
plc, in a transaction valued at approximately $9.6 billion in debt and equity.
On August 1, 1997, the offer lapsed, in accordance with its terms, upon referral
of the proposed acquisition to the Monopolies and Mergers Commission by the
President of the Board of Trade in the United Kingdom. On December 19, 1997, the
Board of Trade in the United Kingdom granted unconditional approval that would
allow the Company to make a new bid for The Energy Group. However, approvals of
the proposed transaction from the United States Federal Trade Commission (the
"FTC") and the United States Federal Energy Regulatory Commission (the "FERC")
have not yet been received. The Company and The Energy Group plc are cooperating
with the FTC and the FERC and, if allowed, the Company expects to proceed with
the transaction.
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The principal executive offices of the Company are located at 700 NE
Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is (503)
731-2000.
DESCRIPTION OF THE PLAN
The following, in a question and answer format, is a summary description of
the provisions of the Plan. For your reference, the definitions of certain terms
are included below.
Definitions
Administrator--The Company or, at its option, its duly appointed agent. The
Administrator's responsibilities include record maintenance, sending statements
of account to Participants and other Planrelated duties.
Agent--Independent agent designated by the Company who acts for
Participants in purchasing and selling shares under the Plan.
Authorization To Participate--Form provided by the Administrator to
Registered Holders or Employees that authorizes their participation in the Plan
and includes instructions regarding investment options.
Beneficial Holder--Holder of shares of the Company's Common Stock,
Preferred Stock or both whose shares are not registered in the Beneficial
Holder's name on the stock records of the Company.
Business Day--Any day on which the NYSE is open for the business of trading
securities.
Cash Investment Form--Form provided as a part of the statement of account
sent to each Participant to be submitted by the Participant with an optional
cash investment.
Custodian--The Company or, at its option, its duly appointed agent.
Dividend Payment Date--Date on which declared dividends are payable to
shareholders. Currently, the Dividend Payment Dates for the Company normally are
February 15, May 15, August 15 and November 15. If a Dividend Payment Date falls
on a day that is not a bank business day, the Dividend Payment Date will be the
next succeeding bank business day.
Dividend Record Date--Date on which a person or entity must be a Registered
Holder of Common or Preferred Stock to receive dividends. The Dividend Record
Date normally precedes the Dividend Payment Date by 15 to 30 days.
Employee--An employee of the Company or any of its subsidiaries (including
retired employees).
Employee Payroll Deduction Request--A form provided by the Company's
Payroll Department that authorizes monthly or semimonthly deductions from an
Employee's pay for optional cash investment under the Plan.
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Freeze Period--The period between a Dividend Record Date and completion of
the share purchases following the related Dividend Payment Date during which
share transfers within the Plan and terminations from the Plan may not occur.
Investment Dates--The first and fifteenth day of each month except in any
month in which there is a Dividend Payment Date, in which case the Investment
Dates are the first day of the month and the Dividend Payment Date. If an
Investment Date falls on a day that is not a Business Day, the Investment Date
will be the next succeeding Business Day.
New Account Enrollment Form--Form provided by the Administrator to
investors who are not Registered Holders that authorizes participation in the
Plan and includes account registration information and instructions regarding
investment options.
NYSE--New York Stock Exchange.
Nonshareholder--Person or entity who is neither a Shareholder nor an
Employee.
Participant--Investor who has enrolled in the Plan.
Plan Shares--Shares of Common Stock held in Participant accounts by the
Custodian of the Plan.
Preferred Stock--5% Preferred Stock, Serial Preferred Stock and No Par
Serial Preferred Stock of the Company.
Quarter--January 1 to March 31, April 1 to June 30, July 1 to September 30
and October 1 to December 31.
Registered Holder--Holder of shares of the Company's Common Stock,
Preferred Stock or both whose shares are registered in the name of the
Registered Holder in the stock records of the Company.
Shareholder--A Beneficial Holder or a Registered Holder of shares of the
Company's Common Stock, Preferred Stock or both.
Purpose
1) What is the purpose of the Plan?
The purpose of the Plan is to provide holders of Common Stock and Preferred
Stock, Employees and Nonshareholders with a convenient way of purchasing shares
of the Company's Common Stock through reinvestment of dividends and optional
cash investments.
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Features
2) What are some of the Plan's features?
o Participants may acquire shares of Common Stock automatically by
authorizing the Company to reinvest all or a portion of the dividends
payable on their shares.
o Participants may make optional cash investments in Common Stock.
Nonshareholders must make a minimum initial investment of $250. All
subsequent investments must be a minimum of $25 per Investment Date
and Participants may invest a maximum of $25,000 per Quarter. The
Company, in its discretion, may waive the $25,000 per Quarter limit.
o Participants may make optional cash investments by check, by monthly
automatic debit from their bank accounts or other means approved by
the Administrator. All optional cash investments must be denominated
in U.S. currency.
o Employees may purchase shares of Common Stock through automatic
payroll deduction.
o Participants may deposit certificated shares of Common Stock with the
Custodian for safekeeping. Participants may elect to automatically
reinvest dividends on all or a portion of such shares.
o The Company provides each Participant with a statement of account
reflecting year-to-date account activity following each Dividend
Payment Date. Participants should retain statements of account for tax
purposes.
o An enrollment fee is charged to Participants (other than Employees and
Registered Holders) at the time the Participants enroll in the Plan.
The fee also applies to persons re-enrolling in the Plan.
Administration
3) Who administers the Plan?
The Company or, at its option, the Agent, acts as the Administrator of the
Plan. The Administrator maintains records, sends statements of account to
Participants and performs other duties as required.
4) Who holds the shares credited to a Participant's Plan account?
The Custodian holds shares of Common Stock acquired under the Plan and
shares of Common Stock deposited into a Participant's account under the Plan for
safekeeping. The Custodian delivers the shares to the transfer agent and
registrar for reissuance to Participants upon withdrawal of shares or sale of
shares upon termination of Participation in the Plan (see Questions 28 to 33).
The Company is currently the transfer agent and registrar for its Common Stock
and Preferred Stock.
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Participation
5) Who is eligible to participate?
All Registered Holders of the Company's Common Stock and Preferred Stock,
Employees and Nonshareholders are eligible to participate in the Plan.
6) How can I participate in the Plan?
You may join the Plan at any time and will become a Participant when the
Company receives the properly completed Authorization to Participate Form,
Employee Payroll Deduction Form or New Account Enrollment Form.
o Registered Holders may enroll in the Plan by completing an
Authorization to Participate Form and returning it to the
Administrator. Beneficial Holders of the Company's stock must first
become Registered Holders by having their shares transferred into
their own names in order to participate in the dividend reinvestment
portion of the Plan with respect to those shares.
o An Employee may enroll in the Plan by completing an Authorization to
Participate Form. Employees who are not Registered Holders must also
complete a New Account Enrollment Form. Employees who wish to make
optional cash investments by payroll deduction must also submit an
Employee Payroll Deduction Request to the Company's Payroll
Department.
o A Nonshareholder may participate by submitting a New Account
Enrollment Form and a minimum cash investment of $250, from which the
enrollment fee will be deducted unless the Participant elects to pay
the fee separately (see Question 14).
Authorizations to Participate or New Account Enrollment Forms should
be sent to:
PacifiCorp
Shareholder Services
Attn: Dividend Reinvestment and Stock Purchase Plan
PO Box 14740
Portland, Oregon 97232-0740
Telephone No.: 1 (800) 233-5453
7) How do I participate if my shares are held by my broker or asset account
manager?
You must first become a Registered Holder by transferring the shares into
your name. Alternatively, you can request that the broker or asset account
manager participate in the Plan on your behalf. In addition, you may participate
by purchasing additional shares directly as a Nonshareholder. If you have any
questions, please contact the Company's Shareholder Services Department.
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8) What investment options are available to Participants?
Each Participant may select any of the following investment options:
o Full Dividend Reinvestment: Cash dividends on all shares of Common and
Preferred Stock held by the Participant are reinvested. Dividends on
shares held in the Plan will be reinvested automatically, unless the
Participant specifies otherwise.
o Partial Dividend Reinvestment: Cash dividends on a portion of the
shares of Common or Preferred Stock held by the Participant are
reinvested. The Participant must specify on the Authorization to
Participate or New Account Enrollment Form the number of shares of
Common Stock and/or Preferred Stock for which the dividends are to be
reinvested. Dividends on shares held outside the Plan for which the
Participant does not authorize dividend reinvestment will be paid in
cash.
o Optional Cash Investments Only/No Dividend Reinvestment: A Participant
may make optional cash investments as described in Questions 17 to 23
and elect to receive cash dividends on all shares of Common and
Preferred Stock.
Purchases and Price of Shares
9) What is the source of the Common Stock purchased under the Plan?
The Common Stock to be purchased on behalf of Participants pursuant to the
Plan will be, at the election of the Company, newly issued shares, shares
purchased in the market by the Agent or any combination thereof.
10) How are shares purchased in the market?
Purchases of Common Stock in the market are made by the Agent. The Company
will provide the Agent with the funds to make the purchases as of the Investment
Date. The Agent will purchase the shares of Common Stock on any securities
exchange where such shares are traded on such price, delivery and other terms as
the Agent may determine. Purchases will be made as promptly as possible on or
after the Investment Date and may occur over such periods of time as are
consistent with federal securities laws. Upon completion of the purchase, the
Agent will advise the Administrator of the number of shares acquired and the
aggregate price paid for the shares. If shares are purchased in the market with
respect to an Investment Date that occurs after the Dividend Record Date in a
Dividend Record Date month, Participants will not receive dividends on the
shares so purchased.
11) How is the price determined for Common Stock purchased under the Plan?
o Shares Purchased from the Company: The price for newly issued shares
will be equal to the average of the high and low sale prices of Common
Stock on the NYSE for each of the five Business Days ending with the
Investment Date as of which such purchase is made
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or ending with the next preceding trading day if the Investment Date
is not a Business Day. The high and low price quotations will be
obtained from the NYSE-Composite Transactions as reported in The Wall
Street Journal.
o Shares Purchased in the Market: The price of shares purchased in the
market by the Agent will be the weighted average total cost of such
shares, including brokerage commissions and any applicable handling
fees for making such purchases.
o Combination of shares purchased from the Company and in the Market:
The price of the shares will be determined on a pro rata basis
consistent with the methods described above.
12) How are purchased shares allocated to Participants' accounts?
With respect to each Investment Date, each Participant's account is
credited with a number of shares (including fractions computed to four decimal
places) equal to the amount of the Participant's reinvested dividends and
optional cash investments, less any applicable brokerage commissions or other
handling fees, divided by the purchase price of the shares.
13) When are shares allocated to Participants' accounts?
o Shares purchased from the Company will be allocated and credited to a
Participant's account as of the appropriate Investment Date.
o Shares purchased in the market will be allocated and credited to a
Participant's account as of the date on which the Agent advises the
Administrator that the aggregate number of shares purchased with
respect to that Investment Date have been purchased.
Fees
14) Are there any administrative charges associated with Plan
participation?
Participants (other than Registered Holders or Employees) are charged an
enrollment fee. All Participants will be charged an account administrative fee
each Quarter. The amount of these fees is specified in the fee schedule included
in this Prospectus and may be changed by the Company at any time following
notice to Participants.
15) Are there any expenses to Participants in connection with purchases,
withdrawals or sales of shares through the Plan?
Generally, Participants will not incur brokerage commissions or other
applicable fees on purchases of newly issued shares from the Company. For
purchases completed in the market, all brokerage commissions and other handling
fees related to the purchase will be charged to the Participant.
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If a Participant instructs the Company to sell the Participant's Plan
shares (see Questions 32 and 33), a service charge, plus any applicable
brokerage commissions and handling fees relating to the sale, will be deducted
from the proceeds of the sale of such shares. The amount of the service charge
is specified in the fee schedule included in this Prospectus and may be changed
by the Company at any time following notice to Participants.
16) Are there any other fees?
If a cash investment is returned for "nonsufficient funds" (NSF), the
Participant will be assessed a service charge. The Participant will be notified
by the Administrator of the returned check and the amount of the NSF charge. If
the check and the NSF charge are not paid within 10 business days of
notification, the Administrator may, at its discretion, rescind the stock
purchase and terminate the Participant's Plan account. The Company may withhold
amounts owed to the Company with respect to NSF checks from any amounts due to
the Participant upon termination of the Participant's account, and shares may be
sold to satisfy any such obligations. The Company may also offset the amount of
any such obligations against future dividends payable to the Participant. In
addition, the Company will charge a fee for account research that relates to a
year or years before the current calendar year. The account research fee must be
paid in advance of any such research. The amounts of such fees are specified in
the fee schedule included in this Prospectus and may be changed by the Company
at any time following notice to Participants.
Optional Cash Investments
17) How are optional cash investments made?
Any Participant, upon enrolling in the Plan, may make optional cash
investments. These optional cash investments may be made by remitting the amount
of the cash investment to the Administrator with a New Account Enrollment Form,
a Cash Investment Form or a letter of instruction from the Participant. The
minimum initial investment amount for new Participants who are Nonshareholders
is $250. The minimum initial investment amount for other Participants and for
ongoing investments after the initial investment is $25 per Investment Date. The
maximum investment amount is $25,000 per Quarter. The Company, in its
discretion, may waive the $25,000 per Quarter limit on optional cash
investments. Employees may make optional cash investments by payroll deduction
(see Question 18). Any Participant may make optional cash investments by check,
by monthly automatic bank debit or other means approved by the Administrator.
All optional cash investments must be denominated in U.S. currency. Please
contact the Shareholder Services Department for information on making optional
cash investments by monthly automatic bank debit or by means other than check.
18) How can an Employee make an optional cash investment?
An Employee may make an optional cash investment as described in Question
17 or complete an Employee Payroll Deduction Request authorizing the Company to
make payroll deductions of not less than $25 per pay period. An Employee may
increase or decrease the payroll deduction amount by submitting
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a new Employee Payroll Deduction Request to the Company's Payroll
Department. Changes will be effective for the first pay period
following receipt of such request.
19) How long will an Employee's Payroll Deduction Request remain in effect?
An Employee's Payroll Deduction Request will remain in effect until the
Company's Payroll Department is notified of termination at the request of the
Participant.
20) May optional cash investments be included with customer bill payments?
No. Optional cash investments may not be included with customer bill
payments. Any optional cash investment received with a bill payment will be
returned.
21) When must optional cash investments be received?
An optional cash investment must be received by the Company on or before
the close of business on an Investment Date to be invested with respect to that
Investment Date. No interest is paid by the Company on any optional cash
investments (including accrued payroll deductions) held by the Company before an
Investment Date. Investment Dates are the first and fifteenth day of each month
except in months in which there is a Dividend Payment Date, in which case the
Investment Dates are the first day of the month and the Dividend Payment Date.
If an Investment Day falls on a day that is not a Business Day, the Investment
Date will be the next succeeding Business Day.
22) Can an optional cash investment be refunded?
Yes. An optional cash investment will be refunded if a Participant requests
a refund in writing and the Administrator receives the request before the
applicable Investment Date.
23) May the optional cash investment feature of the Plan be changed?
Yes. The Company reserves the right, without prior notice to Participants,
to suspend, modify or eliminate the optional cash investment feature of the
Plan. If this feature is suspended or eliminated, any optional cash investments
held or received by the Company on or after the effective date of the suspension
or elimination will be returned to the Participants without interest.
Dividend Reinvestment
24) How does dividend reinvestment work?
The Custodian or its nominee receives dividends on the Dividend Payment
Date for all shares of Common Stock or Preferred Stock that have been designated
for reinvestment of dividends as of the
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Dividend Record Date. Such dividends, or the portion thereof
designated for reinvestment by the Participant, are automatically
invested in additional shares of Common Stock. If the dividends on
only a portion of the Company's Common Stock or Preferred Stock or
both are to be reinvested, the Participant will receive by check or
other approved means the cash dividends that are not reinvested.
25) When does dividend reinvestment begin?
If an Authorization to Participate is received by the Administrator on or
before the Dividend Record Date established for the payment of a dividend,
reinvestment will commence with that Dividend Payment Date. If the Authorization
to Participate is received after a Dividend Record Date, the reinvestment of
dividends will not begin until the Dividend Payment Date following the next
Dividend Record Date.
If a New Account Enrollment Form is received and processed as of the
Investment Date immediately preceding a Dividend Record Date, reinvestment of
the dividends payable on the shares acquired will commence on the following
Dividend Payment Date.
26) Will dividends be paid on fractional shares?
Yes. Dividends are paid on all whole and fractional shares credited to a
Participant's account.
Reports to Participants
27) What kind of reports are sent to Participants?
Each Participant in the Plan will receive a quarterly statement of account
prepared as of each Dividend Payment Date. Participants will also receive
statements prepared as of other Investment Dates if they have made optional cash
payments relating to those dates. These statements are a continuing record of
the cost of each Participant's purchases and should be retained for income taxes
purposes.
Withdrawal of Shares
28) May a Participant withdraw all or a portion of the shares held in the
Participant's account?
A Participant may withdraw any number of whole shares held under the Plan
at any time by delivering a written request to the Administrator. If the
Participant withdraws all whole shares and does not continue to reinvest
dividends on the Participant's shares held outside the Plan, the Administrator
will terminate the Participant's Plan account and liquidate any fractional share
held in the Participant's Plan account, and the value of any fractional share
will be paid to the Participant in cash (see Question 31). Certificates for
fractional shares will not be issued under any circumstances.
14
<PAGE>
29) When are certificates issued?
Certificates representing the shares of Common Stock withdrawn from the
Plan will be issued following receipt of the Participant's written withdrawal
request. The Administrator reserves the right to delay processing of any such
request during a Freeze Period.
Termination of Account From Plan
30) How do I discontinue my participation in the Plan?
A Participant may terminate participation in the Plan at any time by
sending a written request to the Administrator. Unless the termination notice
requests that the shares in the Participant's account be sold (see Questions 32
and 33), the Participant will receive certificated shares in accordance with the
procedures applicable to a withdrawal of shares (see Questions 28 and 29).
Termination notices will be effective upon receipt, except for any such notices
received during a Freeze Period. For termination notices received during a
Freeze Period, the termination will be processed promptly following the
completion of the purchase of shares with respect to the Investment Date on
which the Freeze Period ends.
31) If I terminate my participation in the Plan, what price will I receive
for my fractional shares?
The liquidation price for the fractional share balance will be determined
by reference to the purchase price for shares purchased under the Plan for the
Investment Date immediately preceding the day the withdrawal request is
received.
Sale of Plan Shares
32) May I sell my shares through the Plan?
Upon termination of participation in the Plan, a Participant whose account
holds less than 100 whole shares of Common Stock may instruct the Administrator
to sell the Common Stock held in the Participant's Plan account. Upon receipt of
a request from the Participant to sell, the Administrator will instruct the
Agent to sell the shares (see Question 33). The proceeds from the sale, less
brokerage commissions, service charges and any other applicable expenses, shall
be paid to the Participant by the Administrator. (Such sale may, but need not,
be made by purchase for investment under the Plan at the closing market price on
the date of receipt of the termination notice.) Shares to be sold may be
aggregated with those of other terminating Participants, in which case the
proceeds to each terminating Participant will be based on the average sales
price, less brokerage commissions, service charges and other applicable
expenses. No sales of Common Stock will be made under the Plan on behalf of
terminating Participants whose accounts contain 100 or more whole shares of
Common Stock.
15
<PAGE>
33) When are Plan Shares sold?
The sale of shares of Common Stock for Participants terminating their Plan
accounts will generally occur on or about the fifth day of each month in which
the Company does not pay a dividend, currently January, March, April, June,
July, September, October and December.
Safekeeping
34) Does the Plan offer safekeeping services for certificated shares?
Yes. Certificates for Common Stock registered in a Participant's name may
be deposited into the Participant's account for safekeeping. This procedure
enables Participants to avoid the risk of loss, theft or accidental destruction
of stock certificates. Dividends will be paid on shares deposited as instructed
by the Participant (see Question 8). The Company no longer provides safekeeping
services for Preferred Stock.
Transfer of Shares
35) May all or a part of a Participant's Plan Shares be assigned or
transferred to another person?
Yes. A Participant may transfer ownership of all or a part of the
Participant's Plan Shares. Participants wishing to transfer ownership of their
Plan Shares should contact the Administrator to obtain information about the
procedures for transfer.
Voting of Shares
36) How will a Participant's Plan Shares be voted at a shareholders
meeting?
Each Participant has the right and will be given the opportunity to direct
the voting of all Plan Shares entitled to vote on any matter submitted to a vote
of the shareholders.
Miscellaneous
37) What is the potential liability of the Company, the Administrator and
the Custodian under the Plan?
The Company, the Administrator and the Custodian, in administering the
Plan, are not liable for any act done in good faith, or for any good faith
omission to act.
16
<PAGE>
38) What happens if the Company declares a stock dividend or stock split?
Any shares distributed by the Company with respect to Plan Shares resulting
from a stock dividend or a stock split will be credited to the Participant's
account.
39) To what extent may the Plan be interpreted, modified, suspended or
terminated by the Company?
The Company reserves the right to modify, suspend or terminate the Plan at
any time. Participants will be notified of any such modification, suspension or
termination. The Company also reserves the right to interpret and regulate the
Plan as it deems necessary or desirable in connection with its operation.
40) Are foreign shareholders eligible to participate in the Plan?
Yes. Subject to the requirements of foreign securities laws, foreign
corporations, trusts, estates and individuals who are not citizens of the United
States are eligible to participate in the Plan. The amount of any dividends to
be reinvested will be reduced by the amount of any foreign withholding tax
required to be withheld in accordance with the laws of the Participant's country
of residence. The amount of any tax withheld will be indicated on the
Participant's statement of account.
FEDERAL INCOME TAX INFORMATION
The following is only a brief summary of some of the principal federal
income tax considerations applicable to the Plan as of the date of this
Prospectus.
41) What are the tax consequences of reinvesting dividends?
In general, for federal income tax purposes, reinvested dividends are
treated as if they have been received in cash, even though the dividends are
applied directly to the purchase of additional shares of Common Stock.
42) Is the amount of an optional cash investment resulting from an
Employee's automatic payroll deduction considered compensation?
Yes. Employees who purchase Common Stock through automatic payroll
deductions will recognize the same amount of compensation income for federal
income tax purposes that they would have recognized had they not purchased
shares through automatic payroll deductions.
17
<PAGE>
43) Does the purchase of Common Stock by an optional cash investment
result in income?
No. A participant who makes an optional cash investment to the Plan is not
treated for federal income tax purposes as receiving income as a result of the
purchase.
44) Will tax information be provided to Plan Participants?
Each statement of account will show the purchase date and the price per
share for Common Stock purchased with reinvested dividends or optional cash
investments. Generally, the price, which will include any brokerage commissions
or other costs paid by Participants, will be the Participant's "basis" for
federal income tax purposes in shares acquired. A Participant's holding period
for shares of Common Stock purchased through the Plan will begin on the day
following the day on which the shares are credited to the Participant's account.
45) Are federal income tax information returns sent to Plan Participants?
Yes. Information returns such as Form 1099-DIV (Dividends and
Distributions), Form 1042S (Foreign Person's U.S. Source Income Subject to
Withholding) and Form 1099-B (Proceeds from Broker and Barter Exchange
Transactions) will be forwarded to Participants as required under Internal
Revenue Service regulations.
46) Does backup withholding apply to reinvested dividends?
Yes. Reinvested dividends are subject to the same Internal Revenue Service
backup withholding rules as dividends received in cash. In general, an account
without a certified taxpayer identification number is subject to backup
withholding, as are accounts with invalid taxpayer identification numbers or
mismatched taxpayer names and taxpayer identification numbers.
PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS WITH SPECIFIC
REFERENCE TO THEIR OWN TAX SITUATIONS AND POTENTIAL CHANGES IN APPLICABLE LAW AS
TO ALL FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX MATTERS IN CONNECTION WITH
THE REINVESTMENT OF DIVIDENDS AND PURCHASES OF COMMON STOCK UNDER THE PLAN, THE
PARTICIPANT'S COST BASIS AND HOLDING PERIOD FOR COMMON STOCK ACQUIRED UNDER THE
PLAN AND THE CHARACTER, AMOUNT AND TAX TREATMENT OF ANY GAIN OR LOSS REALIZED ON
DISPOSITION OF COMMON STOCK.
USE OF PROCEEDS AND FINANCING PLANS
The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be sold by the Company to the Custodian under
the Plan or the prices at which such shares will be sold. Any proceeds will be
added to the working capital of the Company and will be available for general
corporate purposes, including the purchase or construction of utility assets or
the retirement of debt and senior equity securities.
18
<PAGE>
EXPERTS
The audited consolidated financial statements of the Company and
supplemental schedules incorporated by reference in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports included in or incorporated by reference in the Company's Annual Report
on Form 10-K incorporated by reference herein and have been so incorporated
herein in reliance upon such reports given upon the authority of that firm as
experts in accounting and auditing.
With respect to any unaudited interim financial information that is
incorporated herein by reference, Deloitte & Touche LLP have applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in any Quarterly
Reports on Form 10-Q incorporated by reference herein, they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports of such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part" of the
Registration Statement to which this Prospectus is a part prepared or certified
by an accountant within the meaning of Sections 7 and 11 of the Securities Act.
19
<PAGE>
Appendix A
PacifiCorp
Dividend Reinvestment and Stock Purchase Plan
FEE SCHEDULE *
(effective 03/06/98)
<TABLE>
<S> <C>
New Account Enrollment Fee: ......................................... $10.00 per account
Fee charged to Nonshareholders to participate in PacifiCorp's
---------------
Dividend Reinvestment and Stock Purchase Plan. This fee is
charged when a Nonshareholder's initial investment ($250
minimum) is received by PacifiCorp Shareholder Services.
Unless a separate check for this fee accompanies their New
Account Enrollment Form, the $10.00 fee will be deducted from
the Nonshareholder's initial investment.
Account Liquidation Fee: ............................................ $2.50 per transaction
Fee charged to Participants who request PacifiCorp to sell their
Dividend Reinvestment Plan shares (PacifiCorp will sell only for
those Participants having less than 100 Plan shares).
Administrative Fee: ................................................. $0.25 per quarter ($1.00 per year)
Fee charged to each Plan account to cover administrative costs.
This $0.25 per account fee is assessed quarterly, on Dividend
Payment Dates.
NSF Check Fee: ...................................................... $20.00 per returned check
This fee is charged to those Participants whose check(s), payable
to PacifiCorp, are returned for nonsufficient funds, account
closed, or payment stopped.
Account Research Fee: .............................................. $28.00 per account/per request
This fee is charged to Participants whose request for an account
history report requires research into a prior year or years. There
is no charge for reports from the current year. Please contact
PacifiCorp Shareholder Services to request an account history
report.
</TABLE>
* Subject to Revision--See Questions 14, 15, and 16.
A-1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
Available Information................................................................. 2
Incorporation of Certain Documents by Reference....................................... 3
The Company........................................................................... 4
Description of the Plan.............................................................. 6
Definitions................................................................ 6
Purpose.................................................................... 7
Features................................................................... 8
Administration............................................................. 8
Participation.............................................................. 9
Purchases and Price of Shares.............................................. 10
Fees....................................................................... 11
Optional Cash Investments.................................................. 12
Dividend Reinvestment...................................................... 13
Reports to Participants.................................................... 14
Withdrawal of Shares....................................................... 14
Termination of Account from Plan........................................... 15
Sale of Plan Shares........................................................ 15
Safekeeping................................................................ 16
Transfer of Shares......................................................... 16
Voting of Shares........................................................... 16
Miscellaneous.............................................................. 16
Federal Income Tax Information............................................. 17
Use of Proceeds and Financing Plans................................................... 18
Experts ........................................................................... 19
Appendix A
Fee Schedule............................................................... A-1
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
4 PacifiCorp Dividend Reinvestment and Stock Purchase Plan, as
amended effective March 6, 1998.
5 Opinion of Stoel Rives LLP.
23 Consent of Stoel Rives LLP is contained in Exhibit 5.
24 Powers of Attorney covering post-effective amendments.
Incorporated by reference to Exhibit 24, Form S-3, File No.
33-62095.
II-1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement
No. 33-62095 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of London, Country of England, on March 17, 1998.
PACIFICORP
By: RICHARD T. O'BRIEN
-------------------------------------
Richard T. O'Brien
(Senior Vice President and Chief Financial
Officer) (also Chief Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 33-62095 has been
signed by the following persons on March 17, 1998 in the capacities indicated.
*FREDERICK W. BUCKMAN President, Chief Executive
- -------------------------------- Officer and Director
Frederick W. Buckman
RICHARD T. O'BRIEN Senior Vice President and
- -------------------------------- Chief Financial Officer
Richard T. O'Brien (also Chief Accounting Officer)
*KATHRYN A. BRAUN Director
- --------------------------------
Kathryn A. Braun
*C. TODD CONOVER Director
- --------------------------------
C. Todd Conover
*NOLAN E. KARRAS Director
- --------------------------------
Nolan E. Karras
*KEITH R. MCKENNON Director
- --------------------------------
Keith R. McKennon (Chairman)
II-2
<PAGE>
*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: RICHARD T. O'BRIEN
----------------------------
Richard T. O'Brien
(Attorney-in-Fact)
II-3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
4(c) PacifiCorp Dividend Reinvestment and Stock Purchase Plan, as
amended effective March 6, 1998.
5 Opinion of Stoel Rives LLP.
23 Consent of Stoel Rives LLP is contained in Exhibit 5.
24 Powers of Attorney covering post-effective amendments.
Incorporated by reference to Exhibit 24, Form S-3, File No.
33-62095.
Exhibit 4(c)
PACIFICORP
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
As amended effective March 6, 1998
Purpose
- -------
The purpose of the Dividend Reinvestment and Stock Purchase Plan ("Plan")
of PacifiCorp ("Company") is to provide holders of the Company's Common Stock
("Common Stock"), and its 5% Preferred Stock, Serial Preferred Stock or No Par
Serial Preferred Stock (collectively, "Preferred Stock"), employees of the
Company and its subsidiaries (including retired employees) (collectively,
"Employees") and other interested investors with a convenient way of purchasing
shares of the Company's Common Stock through reinvestment of dividends and
optional cash investments. Under the Plan, holders of Common Stock may reinvest
cash dividends on all or a portion of their shares of Common Stock in shares of
Common Stock. Holders of Preferred Stock may reinvest cash dividends on all or a
portion of their preferred shares in shares of Common Stock, but not in
additional shares of Preferred Stock. Employees may make optional cash
investments through payroll deduction. Other interested investors may
participate in the Plan by making optional cash payments. All Participants (as
defined below) in the Plan may make optional cash payments through monthly
automatic debit of their bank accounts or by other means approved by the
administrator of the Plan. Participants in the Plan may elect to deposit shares
of Common Stock into their Plan accounts for safekeeping and cash dividends paid
on all or a portion of such securities will be automatically reinvested in
shares of Common Stock, as directed by the Participant. The shares of Common
Stock purchased under the Plan with reinvested cash dividends and optional cash
investments will, at the election of the Company, be newly issued shares, shares
purchased in the market by an independent agent designated by the Company, or
any combination of the foregoing. Net proceeds from the sale by the Company of
shares of Common Stock pursuant to the Plan will be used for general corporate
purposes.
Administration
- --------------
The Company, or at its sole option its duly appointed agent, shall act as
the "Administrator" of the Plan. The Administrator shall administer the Plan for
Participants, maintain records, send statements of account to Participants and
perform other duties relating to the Plan. The Company, or at its sole option
its duly appointed agent, shall act as custodian (the "Custodian") to hold
shares acquired under the Plan and shares deposited into the accounts of
Participants for safekeeping and to act for Participants in delivering shares
held under the Plan to the stock transfer agent and registrar for reissuance to
Participants upon withdrawal of shares or sale of shares upon termination of
participation in the Plan.
<PAGE>
The Company shall appoint an independent agent (the "Agent") to act for
Participants in mak ing purchases of shares of Common Stock for their Plan
account in the market, if shares are to be purchased in the market, and to act
for Participants in making sales of shares of Common Stock in the market for
their account, if so requested by Participants with accounts holding less than
100 whole shares in connection with their termination of participation in the
Plan.
Participation - Dividend Reinvestment
- -------------------------------------
Holders of record of the Company's Common Stock, or Preferred Stock, or
both, are eligible to participate in the dividend reinvestment portion of the
Plan with respect to the shares so held and become Plan "Participants."
Employees who are not shareholders and other interested investors may enroll in
the Plan through the optional cash investment portion of the Plan and will
thereby become "Participants." Owners of the Company's stock whose shares are
registered in the name of an Individual Retirement Account custodian may also
become Participants through appropriate arrangements with the Administrator. Any
other owners of the Company's stock must first become holders of record by
having those shares transferred into their own names in order to participate in
the dividend reinvestment portion of the Plan with respect to the shares so
held.
An eligible shareholder may join the Plan at any time by signing and
returning an Authorization to Participate Form. The fact that dividends are
reinvested does not relieve Participants of any liability for taxes that may be
otherwise payable on such dividends.
Those shareholders who do not wish to participate in the Plan will receive
all cash dividends as declared and paid, by check or such other means as are
approved from time to time by the Company.
If an Authorization to Participate specifying reinvestment of dividends is
received by the Administrator on or before the record date established for the
payment of a particular dividend, reinvestment will commence with that dividend
payment. "Dividend Payment Dates" normally are February 15, May 15, August 15
and November 15 of each year. The record date normally precedes the Dividend
Payment Date by 15 to 30 days. If the Authorization to Participate is received
by the Administrator after the record date established for the payment of a
particular dividend, then the reinvestment of dividends will not begin until the
Dividend Payment Date following the next record date. For example, in order to
invest all or a portion of a quarterly dividend payable May 15, an Authorization
to Participate would have to be received by the Administrator no later than the
record date set for that dividend, normally between April 15 and April 30. If
the Authorization to Participate were received after the record date, the
dividend payable May 15 would be paid by check or other approved means, and the
reinvestment of dividends under the Plan would begin with the next Dividend
Payment Date, i.e., August 15.
By indicating as appropriate on the Authorization to Participate, a
Participant may elect to reinvest the dividends paid on all or any portion of
the shares of the Company's Common Stock or Preferred Stock or both, whether
held under the Plan or directly by the Participant (i.e., outside of the Plan).
2
<PAGE>
If dividends on only a portion of the Company's Common Stock or Preferred
Stock or both are to be reinvested, the Participant will receive the cash
dividends that are not to be reinvested by check or other approved means. A
Participant may also elect to make optional cash investments from time to time,
whether or not the Participant elects to reinvest cash dividends on shares of
the Company's Common Stock or Preferred Stock held by the Participant.
Participation - Optional Cash Payments
- --------------------------------------
Any Participant, upon enrolling in the Plan, may make optional cash
investments from time to time. Other interested investors who are not yet
shareholders of the Company may also make optional cash investments under the
Plan and become "Participants" if they send an initial cash investment of at
least $250 to the Administrator with a letter of instruction to invest such
amount and complete a New Account Enrollment Form. Employees of the Company who
are not shareholders at the time they enroll in the Plan may become Participants
in the Plan by executing an Authorization to Participate and may make optional
cash investments by submitting an Employee Payroll Deduction Request to the
Company's Payroll Department or by sending a cash investment to the
Administrator with a letter of instruction to invest such amount. Participants
in the Plan may make optional cash investments by monthly automatic debit of
their bank accounts by submitting a Bank Account Debit Request to the
Administrator. Participants in the Plan may also make optional cash investments
by any other means approved by the Administrator. All optional cash investments
must be denominated in U.S. currency. Such optional cash investments will be
invested in shares of the Company's Common Stock in accordance with the Plan.
Optional cash investments may be made at any time and from time to time in
varying amounts, provided that the minimum initial investment amount for new
participants who are not yet shareholders is $250 and the minimum initial
investment amount for other Participants and for ongoing investments after the
initial investment is $25 per Investment Date. Optional cash investments may not
exceed a total of $25,000 per Quarter. A "Quarter" is the period from January 1
to March 31, April 1 to June 30, July 1 to September 30 and October 1 to
December 31. The Company may, in its discretion, waive the $25,000 per Quarter
limit on optional cash investments. Optional cash investments may be made by
remitting the amount of such investment to the Administrator with a New Account
Enrollment Form, a Cash Investment Form or a letter of instruction from the
Participant. After receipt of the first statement of account, cash payments
should be accompanied by the Optional Cash Investment Form attached to such
statement.
An Employee may make an optional cash investment as described in the
immediately preceding paragraph or may complete an Employee Payroll Deduction
Request authorizing the Company to make payroll deductions of not less than $25
per semi-monthly pay period and to use such deductions for the purchase of
shares of the Company's Common Stock pursuant to the Plan. Amounts deducted from
an employee's pay on a payroll deduction date that coincides with an Investment
Date will be invested on that date. Amounts deducted from an employee's pay on a
payroll deduction date other than an Investment Date will be accumulated and
invested on the next Investment Date. Employees may, at any time, increase or
decrease, within the above limits, the amount of such deductions by
3
<PAGE>
submitting a new Payroll Deduction Request to the Company's Payroll Department
and any such increase or decrease will be effective with the pay period
following receipt by the Company's Payroll Department of such notice. Payroll
deduction authorizations previously executed by employees will remain in effect
unless the Company's Payroll Department is otherwise notified by the Participant
and any cancellation of a payroll deduction authorization will be effective with
the pay period following receipt by the Company's Payroll Department of such
notice.
Participants may also make optional cash investments by monthly automatic
bank debit from their bank accounts or by other means approved by the
Administrator. Amounts will be deducted from a Participant's bank account on one
Investment Date per month and will be invested on that date. Participants who
wish to make optional cash investments by monthly automatic bank debit must
submit a Bank Account Debit Request to the Administrator. Participants may, at
any time, increase or decrease, within the above limits, the amount of such
deductions by submitting a new Bank Account Debit Request to the Administrator
and any such increase or decrease will be effective with the Investment Date
following receipt by the Administrator of such notice. Bank Account Debit
Requests previously executed by participants will remain in effect unless the
Administrator is otherwise notified by the Participant and any change or
cancellation of a Bank Account Debit Request will be effective with the
Investment Date following receipt by the Administrator of such notice.
Participants who are making optional cash payments pursuant to a Bank Account
Debit Request may also make additional optional cash payments; provided,
however, that the total amount of optional cash payments may not exceed $25,000
in any Quarter, unless the Company, in its discretion, waives the $25,000 per
Quarter limit.
Optional cash investments must be received by the Administrator on or
before the close of business on an Investment Date to be invested with respect
to that Investment Date. Optional cash investments so received will be invested
on that Investment Date, if shares are purchased directly from the Company, or
as promptly as possible thereafter, if shares are acquired in the market. The
"Investment Dates" shall be the first day and the 15th day (or the first
business day thereafter, if the first or the 15th day is not a business day) of
each month except that in any month in which there is a payment of dividends on
the Company's Common Stock or Preferred Stock, the Investment Dates shall be the
first business day of the month and the Dividend Payment Date. No interest will
be paid by the Company on optional cash payments, including accrued payroll
deductions.
In order to invest an optional cash payment on an Investment Date, a
completed Authorization to Participate or New Account Enrollment Form must be
either on file with the Administrator or received by the Administrator on or
before the close of business on that Investment Date.
If shares are purchased in the market with respect to an Investment Date
that occurs after the dividend record date in a dividend record date month,
Participants will not receive dividends on the shares so purchased.
The Administrator will refund an optional cash payment that has not been
invested if a Participant's written request for refund is received by the
Administrator prior to an Investment Date.
4
<PAGE>
The Company reserves the right, without prior notice to Participants, to
suspend, modify or eliminate the optional cash investment feature of the Plan.
If the optional cash investment is suspended or eliminated, any optional cash
investments held or received by the Company on or after the effective date of
such suspension or elimination will be returned to Participants without
interest.
Automatic Reinvestment of Dividends and
Subsequent Purchases or Dispositions of Stock
- ---------------------------------------------
The Custodian or its nominee receives dividends on the Dividend Payment
Date for all shares of Common Stock or Preferred Stock that have been designated
for reinvestment of dividends as of the dividend record date. Such dividends, or
the portion thereof designated for reinvestment by Participants, are
automatically reinvested in additional shares of Common Stock, either through
the acquisition by the Plan of newly issued shares or through purchases by the
Agent in the market, and the Administrator credits such dividends to each
Participant's account on the basis of the full shares and fractions of shares
held thereunder. If dividends on only a portion of the Company's Common Stock or
Preferred Stock or both held under the Plan are to be reinvested, the
Participant will receive the cash dividends that are not to be reinvested by
check or other approved means.
Cash dividends on shares of Common Stock or Preferred Stock, or both,
purchased by a Participant outside of the Plan subsequent to the filing of an
Authorization to Participate or New Account Enrollment Form will be reinvested
under the Plan only if the Participant has elected to have the dividends on all
previously owned shares of Common Stock, or Preferred Stock, or both reinvested
under the Plan. A Participant may also elect, by written notification to the
Administrator, to have the dividends on all or any portion of the newly
purchased shares reinvested under the Plan.
If a Participant has elected to reinvest the dividends on all or a portion
of the shares of Common Stock or Preferred Stock held outside the Plan and
subsequently disposes of a portion of the shares held, unless the Administrator
is otherwise notified, dividends will continue to be reinvested on the number of
shares indicated on the Authorization to Participate or New Account Enrollment
Form, or on the balance of the shares held by the Participant, whichever is
less.
Fees
- ----
Participants (other than Employees) are charged an enrollment fee, which
also applies to persons who are re-enrolling in the Plan. Participants will also
be charged an administrative fee each Quarter in connection with the
reinvestment of dividends under the Plan. Participants will generally incur no
brokerage commissions on purchases of newly issued shares of Common Stock under
the Plan. If shares are purchased by the Agent in market transactions, all
brokerage commissions, service charges and costs relating to the purchase will
be charged to Participants. As described under "Termination" and "Withdrawal of
Plan Shares" below, if a Participant instructs the Company to sell the
Participant's Plan shares, a service charge plus any applicable brokerage
commissions and other expenses relating to the sale, will be deducted from the
proceeds of the sale of such shares. If a Participant's check for an optional
cash payment is returned for "non-sufficient funds," a service
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charge will be assessed to the Participant. The Participant will be notified by
the Administrator of the return of the check and the applicable charge. The
charge is payable on notification. If the "nonsufficient funds" charge is not
paid within 30 days of notification, the Administrator may, at its discretion,
rescind the stock purchase and terminate the Participant's Plan account. The
Company may withhold amounts owed to the Company with respect to NSF charges
from any amounts due to the Participant upon termination of the Participant's
account, and shares may be sold to satisfy any such obligations. The Company may
also offset the amount of any such obligations against future dividends payable
to the Participant. The Company will also charge Participants a fee for account
research that relates to a year or years before the current calendar year, which
fee must be paid in advance of any such research. The amounts of all of the
foregoing fees are specified in a fee schedule attached hereto as Exhibit A,
which fees may be changed by the Administrator at any time following notice to
Participants.
Purchases and Price of Shares
- -----------------------------
Unless the Company makes the election specified in the next succeeding
sentence, the Plan will acquire shares for Participants by purchasing from the
Company shares of Common Stock (for which the Company may have made, at its
election, corresponding purchases of Common Stock in the market or otherwise) at
a price equal to the average of the daily high and low sale prices of the Common
Stock as reported in The Wall Street Journal report of NYSE-Composite
Transactions, for each of the five New York Stock Exchange ("NYSE") trading days
ending with the Investment Date as of which such purchase is made (or the next
preceding day on which the Common Stock was traded on the NYSE, if it is not
traded on the NYSE on the Investment Date). If prior to any Investment Date the
Company shall determine that it will not sell shares of Common Stock to the Plan
on such Investment Date, the funds to be invested will be delivered to the Agent
for the purchase of Common Stock in the market. Purchases with respect to such
Investment Date will be made on any securities exchange where such shares are
traded, in the over-the-counter market, or by negotiated transactions, and may
be on such terms as to price, delivery, and otherwise, as the Agent may
determine. Upon completion of any purchases pursuant to the preceding sentence,
the Agent will advise the Administrator of the number of shares of Common Stock
acquired and the aggregate price paid therefor.
Purchases of Common Stock from other than the Company will be made as
promptly as possible on or after the Investment Date and may occur over such
periods of time as are consistent with the provisions of the federal securities
laws. If the Agent is unable to purchase shares in the market in respect of any
Investment Date, or if such purchase is, in the opinion of the Company,
otherwise inadvisable, the Company will pay or return to Participants the
dividends and optional cash payments that otherwise would have been invested,
without interest.
Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the amount of the
Participant's dividends to be reinvested plus any optional cash payments, less
any applicable brokerage commission or other fees, divided by the applicable
purchase price. Shares will be allocated and credited to Participants' accounts
as
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follows: (1) shares purchased from the Company will be allocated and credited as
of the appropriate Investment Date; and (2) shares purchased in market
transactions will be allocated and credited as of the date on which the Agent
advises the Administrator of the aggregate number of shares purchased with
respect to that Investment Date. Depending on the Company's election,
Participants may be credited with authorized but unissued shares (for which
corresponding purchases may or may not have been made) or shares purchased in
market transactions or a combination thereof. In the event of any such
combination of credited shares, the price of the shares and any related charges
will be determined on a pro rata basis.
Reports to Participants
- -----------------------
Each Participant in the Plan will receive a quarterly statement of account
prepared as of each Dividend Payment Date. These statements are a Participant's
continuing record of the cost of such Participant's purchases and should be
retained for income tax purposes.
Certificates for Shares of Common Stock and Preferred Stock
- -----------------------------------------------------------
Shares of Common Stock purchased under the Plan will be registered in the
name of the Custodian or its nominee, as custodian for Participants in the Plan.
A Participant may elect to deposit shares of the Company's Common Stock
registered in the Participant's name into the Participant's Plan account for
safekeeping. Any lost certificates must be replaced before a Participant may
deposit the shares represented by such certificates. Dividends on all shares
deposited for safekeeping (see "Participation - Dividends" above), will
automatically be reinvested or paid as instructed by the Participant.
Certificates representing shares to be deposited for safekeeping should be sent,
together with a completed Safekeeping Authorization Letter, by registered mail
to the Custodian.
Accounts under the Plan will be maintained in the names in which shares of
stock of Participants are registered on the Company's records. In the case of
Participants who are not shareholders of the Company at the time they enroll in
the Plan, accounts under the Plan will be maintained in the Participant's name
or in a joint tenancy registration which includes the Participant's name.
Certificates for whole shares will be similarly registered when issued to
Participants.
Shares credited to the account of a Participant under the Plan may not be
pledged.
Discontinuation or Change of Election
- -------------------------------------
A Participant may discontinue the reinvestment of dividends or change an
election under the Plan by notice to the Administrator in writing to such
effect. Notices received on or prior to any dividend record date will be
effective to discontinue or modify dividend reinvestment as of the related
Dividend Payment Date.
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A Participant may cancel the automatic debit of the Participant's bank
account at any time and remain in the Plan by sending a written cancellation
request to the Administrator. If the Participant wishes to terminate
participation in the Plan, the Participant must deliver a written request to the
Plan Administrator. (See "Termination.")
An employee may cancel the employee's payroll deduction at any time and
remain in the Plan by sending a written request to the Company's Payroll
Department. If an employee terminates the employee's employment with the
Company, the employee will continue to participate in the Plan as a shareholder
unless termination of participation in the Plan is requested by the employee in
writing, which request must be delivered to the Plan Administrator. (See
"Termination.")
Withdrawal of Plan Shares
- -------------------------
A Participant may withdraw all or any number of whole shares held under the
Plan by delivering a written request to the Plan Administrator. Certificates for
all or any number of the whole shares held under the Plan will be issued to a
Participant upon the written request of such Participant.
If a Participant withdraws all whole shares held under the Plan and
authorizes the Administrator to discontinue reinvestment of dividends paid on
all shares held directly by the Participant, any fractional share interest will
automatically be liquidated. (See "Termination" below).
Termination
- -----------
Participation in the Plan may be terminated by a Participant at any time by
written notice to the Administrator. Such notice will be effective upon receipt,
except for those termination notices received after a dividend record date and
before completion of the share purchases following the related dividend payment
date (the "Freeze Period"), which will be processed as soon as practical
following the completion of the share purchase with respect to the Investment
Date on which the Freeze period ends.
Upon termination, a Participant whose account holds 100 or more shares will
receive a certificate or certificates for the whole shares credited to or
deposited in such Participant's account at the close of business on the date of
receipt of the termination notice by the Administrator.
Any Participant whose account holds less than 100 whole shares of Common
Stock, may receive a certificate or certificates for such whole shares in the
manner described in the preceding paragraph or may instruct the Administrator to
sell all of such whole shares in the notice of termination. No sales of Common
Stock will be made under the Plan on behalf of terminating Participants whose
accounts contain 100 or more whole shares of Common Stock and no sales will be
made of Preferred Stock pursuant to the Plan. If sale of all whole shares for
any account containing less than 100 whole shares of Common Stock is specified
in the notice of termination, such sale shall be made by the Agent as set forth
below following receipt by the Agent from the Administrator of instructions to
do so, and the proceeds of sale, less brokerage commissions, service charges and
other
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expenses, if any, shall be paid to such Participant by the Administrator. (Such
sale may, but need not, be made by purchase for investment under the Plan at the
closing market price on the date of receipt of the termination notice.) Shares
that are to be sold may be aggregated with those of other terminating
Participants, in which case the proceeds to each terminating Participant will be
based on the average sales price, less commissions, service charges, and other
expenses. Shares shall be sold on or about the fifth day of each month in which
the Company does not pay a dividend. A Participant who instructs the
Administrator to sell the participant's whole shares upon termination will incur
a service charge in the amount specified in Exhibit A, as amended from time to
time, which service charge shall be deducted from the proceeds of the shares
liquidated upon termination.
Upon termination, any fractional share interest will be liquidated, and the
Participant will be paid cash in an amount determined by reference to the
purchase price for shares purchased under the Plan for the Investment Date first
preceding the day such notice of termination is received by the Administrator.
Voting
- ------
Each Participant shall have the right and will be given the opportunity to
direct the voting of all shares held under the Plan in the Participant's account
on any matter submitted to a vote of the shareholders.
Addresses of Administrator and Custodian
- ----------------------------------------
All Authorizations to Participate, New Account Enrollment Forms, optional
cash payments, notices of withdrawal and other communications with the
Administrator should be sent to the following address if the Company is acting
as Administrator:
PacifiCorp
Shareholder Services
Attention: Dividend Reinvestment and Stock Purchase Plan
PO Box 14740
Portland, Oregon 97232-0740
Certificates representing shares of Common Stock to be deposited into the
account of a Participant for safekeeping and other communications with the
Custodian relating to certificate safekeeping should also be sent to the above
address if the Company is acting as Custodian. If the Company has duly appointed
an agent as Administrator or Custodian, such correspondence should be sent to
the agent's applicable address.
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Responsibility of the Administrator
and Custodian Under the Plan
- -----------------------------------
The Company, the Administrator, if not the Company, and the Custodian, if
not the Company, in administering the Plan, are not liable for any act done in
good faith, or for any good faith omission to act, including, without
limitation, any claims of liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death.
Foreign Shareholders Subject to
Income Tax Withholding
- -------------------------------
Subject to the requirements of foreign securities laws, foreign persons,
such as foreign corporations, trusts and estates and individuals who are not
citizens or residents of the United States, whose dividends are subject to
United States federal income tax withholding may elect to participate in the
Plan. Dividends paid in respect of shares of foreign Participants will be
reinvested in Common Stock in an amount equal to the dividends paid on the
shares with respect to which reinvestment is to be made less the amount of tax
required to be withheld, to the extent permitted by law. The statements of
account confirming purchases made for such Participants will indicate the amount
of tax withheld.
Interpretation and Regulation of the Plan
- -----------------------------------------
The Company reserves the right to interpret and regulate the Plan as it
deems necessary or desirable in connection with its operation.
Modification or Termination of Plan
- -----------------------------------
The Company reserves the right to modify, suspend or terminate the Plan at
any time. Participants will be notified of any such modification, suspension or
termination.
Effective Date
- --------------
This amended PacifiCorp Dividend Reinvestment and Stock Purchase Plan shall
be effective for all Investment Dates/Dividend Payment Dates after March 6,
1998.
10
Exhibit 5
March 18, 1998
PacifiCorp
700 NE Multnomah
Suite 1600
Portland, OR 97232
We have acted as counsel to PacifiCorp (the "Company") in connection with
the filing of Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, covering 15,000,000 shares of Common Stock of PacifiCorp (the "Shares")
to be issued from time to time pursuant to the Company's Dividend Reinvestment
and Stock Purchase Plan (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; and
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, the Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 1 to the Registration Statement.
Very truly yours,
STOEL RIVES LLP
