Rule 424(b)(5)
Prospectus
Registration No. 033-62095
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 October 8, 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.
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, 1997;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, and June 30, 1998;
(3) The Company's Current Reports on Form 8-K dated January 12, 1998,
January 27, 1998, February 3, 1998, March 3, 1998, April 21, 1998, July 1, 1998,
July 31, 1998, August 26, 1998 and September 16, 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.
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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, 97293-0740; 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 a diversified energy company in the United States and
Australia. In the United States, the Company 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 formed PacifiCorp Group Holdings Company ("Holdings"), a
wholly owned subsidiary, in 1984 to hold the stock of the Company's principal
subsidiaries and to facilitate the conduct of businesses not regulated as
domestic electric utilities. Holdings indirectly owns 100% of Powercor Australia
Limited ("Powercor"), the largest of the five electric distribution companies in
Victoria, Australia, and a 19.9% interest in the 1,600 megawatt ("MW"), brown
coal-fired thermal Hazelwood power station and adjacent brown coal mine in
Victoria. The Company's strategic business plan is to strengthen the domestic
and international scope and competitive position of its electric utility
operations and to develop and expand its nonregulated, energy-related
activities.
The principal executive offices of the Company are located at 825 NE
Multnomah, Suite 1000, Portland, Oregon 97232; the telephone number is (503)
813-5000.
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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 Plan-related 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.
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-Generally, the first and fifteenth day of each month. In
any month in which there is a Dividend Payment Date, 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 Authorization to Participate 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.
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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.
Features
2) What are some of the Plan's features?
- 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.
- 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.
- 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.
- Employees may purchase shares of Common Stock through automatic
payroll deduction.
- 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.
- 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.
- 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.
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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.
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 Authorization to Participate
Form.
- 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.
- 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 Authorization to Participate 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.
- A Nonshareholder may participate by submitting a New Account
Authorization to Participate 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).
Interested investors who reside in the states of Missouri and
Hawaii must contact PacifiCorp Shareholder Services (address below)
for further information prior to their initial investment.
Authorizations to Participate or New Account Authorization to Participate Forms
should be sent to:
PacifiCorp
Shareholder Services
Attn: Dividend Reinvestment and
Stock Purchase Plan
PO Box 14740
Portland, Oregon 97293-0740
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:
- 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.
- 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 Authorization to Participate 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.
- 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?
- 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
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.
- 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.
- 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.
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13) When are shares allocated to Participants' accounts?
- Shares purchased from the Company will be allocated and credited to
a Participant's account as of the appropriate Investment Date.
- 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.
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 Authorization to
Participate 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
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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 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 Date 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 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.
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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 Authorization to Participate 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.
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. The Administrator reserves the right to delay
processing of any such request during a Freeze Period.
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.
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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.
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.
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.
12
<PAGE>
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?
For federal income tax purposes, a Participant who participates in the
dividend reinvestment aspect of the Plan generally will be treated as having
received a dividend distribution equal to the fair market value of the Common
Stock purchased on behalf of the Participant. In effect, 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. Thus, the
Participant may incur income tax liability on the distribution even though the
Participant does not receive any cash payment.
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, and amounts invested will be
after-tax deductions from Employees' paychecks.
43) Does the purchase of Common Stock by an optional cash investment result
in income?
No. A participant who makes an optional cash investment pursuant 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, that price, which will include any brokerage commissions
or other transaction costs paid by Participants, will be the Participant's
"basis" for federal income tax purposes in the shares acquired. The holding
period for shares credited to a Participant's account pursuant to the dividend
reinvestment aspect of the Plan will begin on the day following the date of the
dividend distribution. The holding period for shares purchased by optional cash
payments will begin on the day following the date of purchase.
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.
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<PAGE>
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.
EXPERTS
The consolidated financial statements incorporated by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which are incorporated herein
by reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority 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.
14
<PAGE>
Appendix A
PacifiCorp
Dividend Reinvestment and Stock Purchase Plan
<TABLE>
<CAPTION>
FEE SCHEDULE *
(effective 03/06/98)
<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
Authorization to Participate 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 for account history
reports which require 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.
* Subject to Revision-See Questions 14, 15, and 16.
</TABLE>
A-1
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information ....................................................... 2
Incorporation of Certain Documents by Reference ............................. 2
The Company ................................................................. 4
Description of the Plan ..................................................... 5
Definitions ............................................................ 5
Purpose ................................................................ 6
Features ............................................................... 6
Administration ......................................................... 7
Participation .......................................................... 7
Purchases and Price of Shares .......................................... 8
Fees ................................................................... 9
Optional Cash Investments .............................................. 9
Dividend Reinvestment .................................................. 10
Reports to Participants ................................................ 11
Withdrawal of Shares ................................................... 11
Termination of Account From Plan ....................................... 11
Sale of Plan Shares .................................................... 12
Safekeeping ............................................................ 12
Transfer of Shares ..................................................... 12
Voting of Shares ....................................................... 12
Miscellaneous .......................................................... 12
Federal Income Tax Information .............................................. 13
Use of Proceeds and Financing Plans ......................................... 14
Experts ..................................................................... 14
Appendix A
Fee Schedule ...........................................................A-1
