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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PACIFICORP
(Exact name of registrant as specified in its charter)
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<S> <C>
OREGON 93-0246090
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
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825 NE MULTNOMAH
PORTLAND, OREGON 97232-4116
(503) 813-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
RICHARD T. O'BRIEN
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER
825 NE MULTNOMAH
PORTLAND, OREGON 97232-4116
(503) 813-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
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<S> <C>
Stoel Rives LLP Winthrop, Stimson, Putnam & Roberts
900 SW Fifth Avenue, Suite 2600 One Battery Park Plaza
Portland, Oregon 97204-1268 New York, New York 10004-1490
Attention of John M. Schweitzer Attention of Todd W. Eckland
(503) 294-9225 (212) 858-1440
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after this Registration Statement becomes effective as
determined by market conditions and other factors.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER UNIT(1) OFFERING PRICE(1)(2) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
First Mortgage Bonds; Unsecured Debt Securities;
and No Par Serial Preferred Stock............. -- -- $1,550,000,000 $430,900(4)
</TABLE>
(1) The amount to be registered, the proposed maximum offering price per unit
and the proposed maximum aggregate offering price for each class of
securities being registered have been omitted in accordance with General
Instruction II.D of Form S-3.
(2) In no event will the aggregate initial offering price (excluding accrued
interest) of the securities issued under this Registration Statement exceed
$1,550,000,000.
(3) The amount of the registration fee has been calculated in accordance with
Rule 457(o) under the Securities Act of 1933.
(4) An aggregate of $300,000,000 of securities is being carried forward from
registration statement No. 333-09115, which registered, among other
securities, First Mortgage Bonds, Unsecured Debt Securities and No Par
Serial Preferred Stock and as to which securities a registration fee of
$103,448 was previously paid with such registration statement, at the then-
effective rate of 1/29th of one percentum.
------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed
as part of this Registration Statement will be used as a combined prospectus in
connection with this Registration Statement and registration statement
No. 333-09115.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 22, 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
PACIFICORP MAY NOT SELL, OR ACCEPT OFFERS TO BUY, THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES, AND THERE SHALL BE NO SALES OF
THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS
$1,850,000,000
PACIFICORP
FIRST MORTGAGE BONDS
UNSECURED DEBT SECURITIES
NO PAR SERIAL PREFERRED STOCK
------------------
PacifiCorp, an Oregon corporation (the "Company"), may from time to time
offer
- First Mortgage Bonds ("Additional Bonds"),
- unsecured debt securities, including subordinated debt securities
("Unsecured Debt Securities"), and
- shares of its No Par Serial Preferred Stock ("Additional Preferred
Stock"),
all at prices and on terms to be determined at the time of sale. Additional
Bonds, Unsecured Debt Securities and Additional Preferred Stock (collectively,
the "Securities") may be issued in one or more issuances or series and the
aggregate initial offering price thereof will not exceed $1,850,000,000.
The Company will provide specific terms of the Securities, including, as
applicable, the amount offered, offering prices, interest rates, dividend rates,
maturities and redemption or repurchase provisions, in supplements to this
prospectus. The supplements may also add, update or change information contained
in this prospectus. You should read this prospectus and any supplements
carefully before you invest.
The Securities may be sold directly by the Company, through agents
designated from time to time or through underwriters or dealers. The supplements
to this prospectus will describe the terms of any particular plan of
distribution, including any underwriting arrangements. The "Plan of
Distribution" section on page 22 of this prospectus also provides more
information on this topic.
The Company's principal executive offices are located at 825 NE Multnomah,
Portland, Oregon 97232 and its telephone number is (503) 813-5000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
This prospectus may not be used to consummate sales of Securities unless
accompanied by a prospectus supplement relating to the Securities offered.
THE DATE OF THIS PROSPECTUS IS , .
<PAGE>
TABLE OF CONTENTS
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PAGE
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The Company................................................. 2
Consolidated Ratios of Earnings to Fixed Charges............ 3
Consolidated Ratios of Earnings to Combined Fixed Charges
and Preferred Stock Dividends............................. 3
Where You Can Find More Information......................... 4
Use of Proceeds............................................. 5
Description of Capital Stock................................ 5
Description of Additional Bonds............................. 7
Description of Unsecured Debt Securities.................... 13
Book-Entry Issuance......................................... 20
Plan of Distribution........................................ 22
Legal Opinions.............................................. 23
Experts..................................................... 23
</TABLE>
<PAGE>
THE COMPANY
GENERAL
The Company is an electricity company in the United States and Australia. In
the United States, the Company conducts its retail electric utility business as
Pacific Power and Utah Power, and engages in power production and sales on a
wholesale basis under the name PacifiCorp. PacifiCorp Group Holdings Company
("Holdings"), a wholly owned subsidiary, holds the stock of subsidiaries
conducting businesses not regulated as domestic electric utilities. Holdings
indirectly owns 100% of Powercor Australia Limited, the largest of the five
electric distribution companies in Victoria, Australia.
The Company's strategic business plan is to focus on its electricity
businesses in the western United States and Australia. As part of its strategic
business plan, the Company is selling its other domestic and international
businesses, and is terminating all of its business development activities
outside of the United States and Australia. Holdings continues to liquidate
portions of the loan, leasing, real estate and affordable housing investment
portfolio of PacifiCorp Financial Services, Inc. ("PFS"). PFS presently expects
to retain only its tax-advantaged investments in leveraged lease assets and
limit its pursuit of tax-advantaged investment opportunities.
For additional information concerning the Company's business and affairs,
including its capital requirements and external financing plans, pending legal
and regulatory proceedings, including the status of industry restructuring in
the Company's service areas and its effect on the Company, and descriptions of
certain laws and regulations to which it is subject, prospective purchasers
should refer to the documents incorporated by reference that are listed under
the caption "Where You Can Find More Information."
PROPOSED MERGER WITH SCOTTISHPOWER
On December 6, 1998, the Company signed an agreement and plan of merger with
Scottish Power plc ("ScottishPower"). ScottishPower subsequently announced its
intention to establish a new holding company for the ScottishPower group
pursuant to a court-approved reorganization in the United Kingdom. Accordingly,
on February 23, 1999, the parties executed an amended and restated merger
agreement under which the Company will become an indirect, wholly owned
subsidiary of the new holding company, which has been renamed Scottish
Power plc ("New ScottishPower"), and ScottishPower will become a sister company
to the Company. The combined company will have seven million customers and
23,500 employees worldwide and will be headquartered in Glasgow, Scotland. The
Company will continue to operate under its current name, and its headquarters
will remain in Portland, Oregon.
In the merger, each share of the Company's common stock will be converted
into the right to receive 0.58 New ScottishPower American Depositary Shares
(each New ScottishPower American Depositary Share represents four ordinary
shares), which will be listed on the New York Stock Exchange, or, upon the
proper election of the holders of the Company's common stock, 2.32 ordinary
shares of New ScottishPower, which will be listed on the London Stock Exchange.
The proposed merger was approved by the shareholders of both companies in
June 1999. In addition, the proposed merger has received clearance from the
U.S. Federal Energy Regulatory Commission, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and from United Kingdom and Australian regulatory
authorities. The California Public Utilities Commission approved the merger
application in June 1999. Formal regulatory hearings were completed in all other
states that have jurisdiction over the Company by the end of August. In October
1999, the companies received approval for the merger from the Oregon Public
Utility Commission and the Washington Utilities and Transportation Commission,
and in November 1999, the Idaho Public Utilities Commission and the Public
Service Commission of Wyoming approved the merger. Both companies have an
application
2
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pending for approval with the Utah Public Service Commission. Staff members in
these states recommended approval of the merger, subject to certain conditions.
All Federal approvals, including, without limitation, approvals from the Federal
Communications Commission and the Nuclear Regulatory Commission, have been
obtained.
Both companies expect that all regulatory approvals will be obtained before
the end of the year.
The outstanding shares of the Company's three classes of preferred stock
will not be converted in the merger and will continue to have the same rights
and preferences they had before the merger. However, the merger agreement
requires the Company to redeem the $1.16, $1.18 and $1.28 series of its
preferred stock before the merger. The Company's outstanding debt securities,
including its first mortgage bonds and subordinated debt securities, will
continue to be outstanding after the merger.
For additional information concerning the Company's proposed merger with
ScottishPower, prospective purchasers should refer to the documents incorporated
by reference that are listed under the caption "Where You Can Find More
Information."
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company for the years ended
December 31, 1994 through 1998 and for the nine months ended September 30, 1999,
calculated as required by the Commission, are 2.9x, 2.7x, 2.5x, 1.7x, 1.6x and
2.7x, respectively. For the purpose of computing such ratios, "earnings"
represents the aggregate of
(i) income from continuing operations,
(ii) taxes based on income from continuing operations,
(iii) minority interest in the income of majority-owned subsidiaries that
have fixed charges,
(iv) fixed charges, and
(v) undistributed losses (income) of less than 50% owned affiliates without
loan guarantees.
"Fixed charges" represents consolidated interest charges, an estimated
amount representing the interest factor in rents and preferred stock dividend
requirements of majority-owned subsidiaries, and excludes discontinued
operations.
CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The ratios of earnings to combined fixed charges and preferred stock
dividends of the Company for the years ended December 31, 1994 through 1998 and
for the nine months ended September 30, 1999, calculated as required by the
Commission, are 2.4x, 2.3x, 2.3x, 1.6x, 1.5x and 2.5x, respectively. For the
purpose of computing such ratios, "earnings" represents the aggregate of:
(i) income from continuing operations,
(ii) taxes based on income from continuing operations,
(iii) minority interest in the income of majority-owned subsidiaries that
have fixed charges,
(iv) fixed charges, and
(v) undistributed losses (income) of less than 50% owned affiliates without
loan guarantees.
"Fixed charges" represents consolidated interest charges, an estimated
amount representing the interest factor in rents and preferred stock dividend
requirements of majority-owned subsidiaries, and excludes discontinued
operations. "Preferred stock dividends" represents preferred dividend
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requirements multiplied by the ratio which pre-tax income from continuing
operations bears to income from continuing operations.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement filed with the SEC. The
registration statement contains additional information and exhibits not included
in this prospectus and refers to documents that are filed as exhibits to other
SEC filings. The Company also files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy the
registration statement and any document that the Company files at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
call the SEC's toll-free telephone number at 1-800-SEC-0330 for further
information on the public reference room. The SEC maintains a web site at
WWW.SEC.GOV that contains reports, proxy and information statements and other
information regarding companies (such as the Company) that file documents with
the SEC electronically. The documents can be found by searching the EDGAR
Archives at the SEC's web site. The Company's SEC filings, and other information
on the Company, may also be obtained on the Internet at its web site at
WWW.PACIFICORP.COM although information contained on the Company's web site does
not constitute part of this prospectus.
The SEC allows the Company to "incorporate by reference" the information
that it files with the SEC, which means that the Company can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and should
be read with the same care. Later information that the Company files with the
SEC will automatically update and supersede information in this prospectus or an
earlier filed document. The Company has filed with the SEC and incorporates by
reference the documents below:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended by the Company's Form 10-K/A dated
April 30, 1999 and the Company's Form 10-K/A dated June 29, 1999;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999 and September 30, 1999;
(iii) The Company's Current Reports on Form 8-K dated December 7, 1998
(including Form 8-K/A Amendment No. 1), February 16, 1999 and May 9,
1999; and
(iv) The Company's definitive Proxy Statement/Prospectus dated May 6, 1999,
which is part of the Registration Statement on Form F-4 filed on
May 6, 1999 by Scottish Power plc and New Scottish Power plc,
Registration No. 333-77877.
You may request a free copy of any of these filings by writing or
telephoning the Company at the following address or telephone number:
PACIFICORP
825 NE MULTNOMAH
PORTLAND, OREGON 97232
ATTENTION: WILLIAM E. PERESSINI, VICE PRESIDENT AND TREASURER
TELEPHONE NUMBER: (503) 813-5000
You should rely only on the information contained in, or incorporated by
reference in, this prospectus and the prospectus supplement. The Company has
not, and any underwriters, agents or dealers have not, authorized anyone else to
provide you with different information. The Company is not, and any
underwriters, agents or dealers are not, making an offer of these Securities in
any state where the offer is not permitted. You should not assume that the
information contained in this prospectus and the prospectus supplement is
accurate as of any date other than the date on the front
4
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of the prospectus supplement or that the information incorporated by reference
in this prospectus is accurate as of any date other than the date on the front
of those documents.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to
be received by the Company from the issuance and sale of the Securities will
initially become part of the general funds of the Company and will be used to
repay all or a portion of the Company's short-term borrowings outstanding at the
time of issuance of the Securities or may be applied to utility asset purchases,
new construction or other corporate purposes, including the refunding of
long-term debt.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of three classes of
preferred stock ("Preferred Stock"): 126,533 shares of 5% Preferred Stock of the
stated value of $100 per share ("5% Preferred Stock"), 3,500,000 shares of
Serial Preferred Stock of the stated value of $100 per share ("Serial Preferred
Stock") and 16,000,000 shares of No Par Serial Preferred Stock ("No Par Serial
Preferred Stock"); and 750,000,000 shares of Common Stock ("Common Stock").
Following is a brief summary of the relative rights and preferences of the
various classes of the Company's capital stock, which does not purport to be
complete. For a complete description of the relative rights and preferences of
the various classes of the Company's capital stock, reference is made to
Article III of the Company's Third Restated Articles of Incorporation (the
"Articles"), a copy of which is an exhibit to the registration statement.
GENERAL
The Company's Articles provide that Serial Preferred Stock and No Par Serial
Preferred Stock each may be issued in one or more series and that all such
series of each such class, respectively, shall constitute one and the same class
of stock, shall be of equal rank and shall be identical in all respects except
as to the designation thereof and except that each series may vary, as fixed and
determined by the Company's Board of Directors at the time of its creation and
expressed in a resolution, as to:
- the dividend rate or rates, which may be subject to adjustment,
- the date or dates from which dividends shall be cumulative,
- the dividend payment dates,
- the amount to be paid upon redemption, if redeemable, or in the event of
voluntary liquidation, dissolution or winding up of the Company,
- the rights of conversion, if any, into shares of Common Stock and the
terms and conditions of any such conversion,
- provisions, if any, for the redemption or purchase of shares, which may be
at the option of the Company or upon the happening of a specified event or
events, including the times, prices or rates, which may be subject to
adjustment, and
- with respect to the No Par Serial Preferred Stock, voting rights.
The specific terms of the series of Additional Preferred Stock to which this
prospectus relates, including the dividend rate (or, if the rate is not fixed,
the method of determining the dividend rate) and restrictions, the liquidation
preference per share, the voting rights for shares of such series, redemption or
conversion provisions, if any, and other specific terms of such series, will be
set forth in a prospectus supplement.
5
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DIVIDENDS
Each class of Preferred Stock is entitled, pari passu with each other class
and in preference to the Common Stock, to accumulate dividends at the rate or
rates, which may be subject to adjustment, determined in accordance with the
Articles at the time of creation of each series. Subject to the prior rights of
each class of Preferred Stock (and to the rights of any other classes of
preferred stock hereafter authorized), the Common Stock alone is entitled to all
dividends other than those payable in respect of each class of Preferred Stock.
For certain restrictions on the payment of dividends, reference is made to
the notes to the audited consolidated financial statements included in the
Company's Annual Report on Form 10-K incorporated by reference herein and to
"Description of Additional Bonds--Dividend Restrictions" herein.
LIQUIDATION RIGHTS
Upon involuntary liquidation of the Company, each class of Preferred Stock
is entitled, pari passu with each other class and in preference to the Common
Stock, to the stated value thereof or, in the case of the No Par Serial
Preferred Stock, the amount fixed as the consideration therefor in the
resolution creating the series of No Par Serial Preferred Stock, in each case
plus accrued dividends to the date of distribution.
Upon voluntary liquidation of the Company, each outstanding series of No Par
Serial Preferred Stock (other than the $7.70 Series and the $7.48 Series, which
are entitled to $100 per share) and Serial Preferred Stock (other than the
7.00%, 6.00%, 5.00% and 5.40% Series, which are entitled to $100 per share) is
entitled to an amount equal to the then current redemption price for such series
and the 5% Preferred Stock is entitled to $110 per share, in each case plus
accrued dividends to the date of distribution, pari passu with each other class
and in preference to the Common Stock.
Subject to the rights of each class of Preferred Stock (and to the rights of
any other class of preferred stock hereafter authorized), the Common Stock alone
is entitled to all amounts available for distribution upon liquidation of the
Company other than those to be paid on each class of Preferred Stock.
VOTING RIGHTS
The holders of the 5% Preferred Stock, Serial Preferred Stock and Common
Stock are entitled to one vote for each share held on matters presented to
shareholders generally. The holders of the No Par Serial Preferred Stock are
entitled to such voting rights as are set forth in the Articles upon creation of
each series. Certain series of No Par Serial Preferred Stock may not be entitled
to vote on matters presented to shareholders generally, including the election
of directors. During any periods when dividends on any class of Preferred Stock
are in default in an amount equal to four full quarterly payments or more per
share, the holders of all classes of Preferred Stock, voting as one class
separately from the holders of the Common Stock, have the right to elect a
majority of the full Board of Directors. No Preferred Stock dividends are in
arrears at the date of this prospectus.
Holders of the outstanding shares of any class of Preferred Stock are
entitled to vote as a class on certain matters, such as changes in the aggregate
number of authorized shares of the class and certain changes in the
designations, preferences, limitations or relative rights of the class. The vote
of holders of at least two-thirds of each class of Preferred Stock is required
prior to creating any new stock ranking prior thereto or altering its express
terms to its prejudice. The vote of holders of a majority of all classes of
Preferred Stock, voting as one class separately from the holders of the Common
Stock, is required prior to merger or consolidation and prior to making certain
unsecured borrowings and certain issuances of Preferred Stock.
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None of the Company's outstanding shares of capital stock has cumulative
voting rights, which means that the holders of more than 50% of all outstanding
shares entitled to vote for the election of directors can elect 100% of the
directors if they choose to do so, and, in such event, the holders of the
remaining less than 50% of the shares will not be able to elect any person or
persons to the Board of Directors.
None of the Company's outstanding shares of capital stock has any preemptive
rights.
VOTING ON CERTAIN TRANSACTIONS
Under the Articles, certain business transactions with a Related Person (as
defined below), including a merger, consolidation or plan of exchange of the
Company or its subsidiaries, or certain recapitalizations, or the sale or
exchange of a substantial part of the assets of the Company or its subsidiaries,
or any issuance of voting securities of the Company, will require in addition to
existing voting requirements, approval by at least 80% of the outstanding Voting
Stock (for purposes of this provision, Voting Stock is defined as all of the
outstanding shares of capital stock of the Company entitled to vote generally in
the election of directors, considered as one class). A Related Person includes
any shareholder that is, directly or indirectly, the beneficial owner of 20% or
more of the Voting Stock. The 80% voting requirement will not apply in the
following instances:
- The Related Person has no direct or indirect interest in the proposed
transaction except as a shareholder;
- The shareholders, other than the Related Person, will receive
consideration for their Voting Stock having a fair market value per share
at least equal to, or in the opinion of a majority of the Continuing
Directors (as defined in the Articles) at least equivalent to, the highest
per-share price paid by the Related Person for any Voting Stock acquired
by it;
- At least two-thirds of the Continuing Directors expressly approved in
advance the acquisition of the Voting Stock that caused such Related
Person to become a Related Person; or
- The transaction is approved by at least two-thirds of the Continuing
Directors.
This provision of the Articles may be amended or replaced only upon the
approval of the holders of at least 80% of the Voting Stock.
CLASSIFICATION OF BOARD; REMOVAL
The Board of Directors of the Company is divided into three classes,
designated Class I, Class II, and Class III, each class as nearly equal in
number as possible. The directors in each class serve staggered three-year terms
such that one-third (or as close thereto as possible) of the Board of Directors
is elected each year. A vote of at least 80% of the votes entitled to be cast at
an election of directors is required to remove a director without cause, and at
least two-thirds of the votes entitled to be cast at an election of directors
are required to remove a director for cause. Any amendment or revision of this
provision requires the approval of at least 80% of the votes entitled to be cast
at an election of directors.
DESCRIPTION OF ADDITIONAL BONDS
GENERAL
Additional Bonds may be issued from time to time under the Company's
Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented (the "Mortgage"), with The Chase Manhattan Bank (formerly known as
Chemical Bank), as successor trustee (the "Mortgage Trustee"). The following
summary is subject to the provisions of and is qualified by reference to the
Mortgage, a copy of which is an exhibit to the Registration Statement. Whenever
particular provisions or defined
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terms in the Mortgage are referred to herein, such provisions or defined terms
are incorporated by reference herein. Section and Article references used herein
are references to provisions of the Mortgage unless otherwise noted.
The Mortgage provides that in the event of the merger or consolidation of
another electric utility company with or into the Company or the conveyance or
transfer to the Company by another such company of all or substantially all of
such company's property that is of the same character as Property Additions
under the Mortgage, an existing mortgage constituting a first lien on operating
properties of such other company may be designated by the Company as a
Class "A" Mortgage. (Section 11.06) Bonds thereafter issued pursuant to such
additional mortgage would be Class "A" Bonds and could provide the basis for the
issuance of Bonds under the Mortgage.
The Company expects to issue Additional Bonds in the form of fully
registered bonds and, except as may be set forth in any prospectus supplement
relating to such Additional Bonds, in denominations of $1,000 and any multiple
thereof. They may be transferred without charge, other than for applicable taxes
or other governmental charges, at the offices of the Mortgage Trustee, New York,
New York. Any Additional Bonds issued will be equally and ratably secured with
all other bonds issued under the Mortgage. See "Book-Entry Issuance."
MATURITY AND INTEREST PAYMENTS
Reference is made to the prospectus Supplement relating to any Additional
Bonds for the date or dates on which such Bonds will mature; the rate or rates
per annum at which such Bonds will bear interest; and the times at which such
interest will be payable. These terms and conditions, as well as the terms and
conditions relating to redemption and purchase referred to under "--Redemption
or Purchase of Additional Bonds" below, will be as established in or pursuant to
resolutions of the Board of Directors of the Company at the time of issuance of
the Additional Bonds.
REDEMPTION OR PURCHASE OF ADDITIONAL BONDS
The Additional Bonds may be redeemable, in whole or in part, on not less
than 30 days' notice either at the option of the Company or as required by the
Mortgage or may be subject to repurchase at the option of the holder.
Reference is made to the prospectus Supplement relating to any Additional
Bonds for the redemption or repurchase terms and other specific terms of such
Bonds.
If, at the time notice of redemption is given, the redemption moneys are not
held by the Mortgage Trustee, the redemption may be made subject to their
receipt on or before the date fixed for redemption and such notice shall be of
no effect unless such moneys are so received.
While the Mortgage, as described below, contains provisions for the
maintenance of the Mortgaged and Pledged Property, the Mortgage does not permit
redemption of Bonds pursuant to these provisions. There is no sinking or
analogous fund in the Mortgage.
Cash deposited under any provisions of the Mortgage may be applied (with
certain exceptions) to the redemption or repurchase of Bonds of any series.
(Articles XII and XIII)
SECURITY AND PRIORITY
The Bonds issued under the Mortgage will be secured by a first mortgage lien
on certain utility property owned from time to time by the Company and/or
Class "A" Bonds held by the Mortgage Trustee. The Lien of the Mortgage is
subject to Excepted Encumbrances, including tax and construction liens, purchase
money liens and certain other exceptions.
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There are excepted from the Lien of the Mortgage all cash and securities
(except those specifically deposited); equipment, materials or supplies held for
sale or other disposition; any fuel and similar consumable materials and
supplies; automobiles, other vehicles, aircraft and vessels; timber, minerals,
mineral rights and royalties; receivables, contracts, leases and operating
agreements; electric energy, gas, water, steam, ice and other products for sale,
distribution or other use; natural gas wells; gas transportation lines or other
property used in the sale of natural gas to customers or to a natural gas
distribution or pipeline company, up to the point of connection with any
distribution system; the Company's interest in the Wyodak Facility; and all
properties that have been released from the discharged Mortgages and Deeds of
Trust, as supplemented, of Pacific Power & Light Company and Utah Power & Light
Company and that PacifiCorp, a Maine corporation, or Utah Power & Light Company,
a Utah corporation, contracted to dispose of, but title to which had not passed
at the date of the Mortgage. The Company has reserved the right, without any
consent or other action by holders of Bonds of the Eighth Series or any
subsequently created series of Bonds (including the Additional Bonds), to amend
the Mortgage in order to except from the Lien of the Mortgage allowances
allocated to steam-electric generating plants owned by the Company, or in which
the Company has interests, pursuant to Title IV of the Clean Air Act Amendments
of 1990, as now in effect or as hereafter supplemented or amended.
The Mortgage contains provisions subjecting after-acquired property to the
Lien thereof. These provisions may be limited, at the option of the Company, in
the case of consolidation or merger (whether or not the Company is the surviving
corporation), conveyance or transfer of all or substantially all of the utility
property of another electric utility company to the Company or sale of
substantially all of the Company's assets. In addition, after-acquired property
may be subject to a Class "A" Mortgage, purchase money mortgages and other liens
or defects in title. (Section 18.03)
The Mortgage provides that the Mortgage Trustee shall have a lien upon the
mortgaged property, prior to the holders of Bonds, for the payment of its
reasonable compensation and expenses and for indemnity against certain
liabilities. (Section 19.09)
ISSUANCE OF ADDITIONAL BONDS
The maximum principal amount of Bonds which may be issued under the Mortgage
is not limited. Bonds of any series may be issued from time to time on the basis
of:
(1) 70% of qualified Property Additions after adjustments to offset
retirements;
(2) Class "A" Bonds (which need not bear interest) delivered to the Mortgage
Trustee;
(3) retirement of Bonds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clause (2) and (3) above, the issuance of
Bonds is subject to Adjusted Net Earnings of the Company for 12 consecutive
months out of the preceding 15 months, before income taxes, being at least twice
the Annual Interest Requirements on all Bonds at the time outstanding, including
the issue of Additional Bonds, all outstanding Class "A" Bonds held other than
by the Mortgage Trustee or by the Company, and all other indebtedness secured by
a lien prior to the Lien of the Mortgage. In general, interest on variable
interest bonds, if any, is calculated using the rate then in effect.
(Articles IV through VII)
Property Additions generally include electric, gas, steam and/or hot water
utility property but not fuel, securities, automobiles, other vehicles or
aircraft, or property used principally for the production or gathering of
natural gas. (Section 1.04)
The issuance of Bonds on the basis of Property Additions subject to prior
liens is restricted. Bonds may, however, be issued against the deposit of Class
"A" Bonds. (Sections 1.04 to 1.07 and 4.01 to 7.01)
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RELEASE AND SUBSTITUTION OF PROPERTY
Property subject to the Lien of the Mortgage may be released upon the basis
of:
(1) the release of such property from the Lien of a Class "A" Mortgage;
(2) the deposit of cash or, to a limited extent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien
bonds outstanding against Property Additions; and/or
(4) waiver of the right to issue Bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property
that does not constitute Funded Property may be released without funding other
property. Similar provisions are in effect as to cash proceeds of such property.
The Mortgage contains special provisions with respect to certain prior lien
bonds deposited and disposition of moneys received on deposited prior lien
bonds. (Sections 1.05, 7.02, 7.03, 9.05, 10.01 to 10.04 and 13.03 to 13.09)
CERTAIN COVENANTS
The Mortgage contains a number of covenants by the Company for the benefit
of bondholders, including provisions requiring the Company to maintain the
Mortgaged and Pledged Property as an operating system or systems capable of
engaging in all or any of the generating, transmission, distribution or other
utility businesses described in the Mortgage. (Article IX; Section 9.06)
DIVIDEND RESTRICTIONS
The Mortgage provides that the Company may not declare or pay dividends
(other than dividends payable solely in shares of Common Stock) on any shares of
Common Stock if, after giving effect to such declaration or payment, the Company
would not be able to pay its debts as they become due in the usual course of
business. (Section 9.07) Reference is made to the notes to the audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K incorporated by reference herein for information relating to other
restrictions.
FOREIGN CURRENCY DENOMINATED BONDS
The Mortgage authorizes the issuance of Bonds denominated in foreign
currencies, PROVIDED that the Company deposits with the Mortgage Trustee a
currency exchange agreement with an entity having, at the time of such deposit,
a financial rating at least as high as that of the Company that, in the opinion
of an independent expert, gives the Company at least as much protection against
currency exchange fluctuation as is usually obtained by similarly situated
borrowers. The Company believes that such a currency exchange agreement will
provide effective protection against currency exchange fluctuations. However, if
the other party to the exchange agreement defaults and the foreign currency is
valued higher at the date of maturity than at the date of issuance of the
relevant Bonds, holders of such Bonds would have a claim on the assets of the
Company which is greater than that to which holders of dollar-denominated Bonds
issued at the same time would be entitled.
THE MORTGAGE TRUSTEE
The Chase Manhattan Bank acts as lender under loan agreements with the
Company and affiliates of the Company, and serves as trustee under indentures
and other agreements involving the Company and its affiliates.
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MODIFICATION
The rights of bondholders may be modified with the consent of holders of 60%
of the Bonds, or, if less than all series of Bonds are adversely affected, the
consent of the holders of 60% of the series of Bonds adversely affected. In
general, no modification of the terms of payment of principal, premium, if any,
or interest and no modification affecting the Lien or reducing the percentage
required for modification is effective against any bondholder without the
consent of such holder. (Article XXI)
Unless there is a Default under the Mortgage, the Mortgage Trustee generally
is required to vote Class "A" Bonds held by it with respect to any amendment of
the applicable Class "A" Mortgage proportionately with the vote of the holders
of all Class "A" Bonds then actually voting. (Section 11.03)
DEFAULTS AND NOTICE THEREOF
"Defaults" are defined in the Mortgage as:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any
fund required to be applied to the purchase or redemption of any Bonds;
(3) default in payment of principal or interest with respect to certain
prior lien bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice; or
(6) the existence of any default under a Class "A" Mortgage which
permits the declaration of the principal of all of the bonds secured by such
Class "A" Mortgage and the interest accrued thereupon due and payable.
(Section 15.01)
An effective default under any Class "A" Mortgage or under the Mortgage will
result in an effective default under all such mortgages. The Mortgage Trustee
may withhold notice of default (except in payment of principal, interest or
funds for retirement of Bonds) if it determines that it is not detrimental to
the interests of the bondholders. (Section 15.02)
The Mortgage Trustee or the holders of 25% of the Bonds may declare the
principal and interest due and payable on Default, but a majority may annul such
declaration if such Default has been cured. (Section 15.03) No holder of Bonds
may enforce the Lien of the Mortgage without giving the Mortgage Trustee written
notice of a Default and unless the holders of 25% of the Bonds have requested
the Mortgage Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred thereby and the Mortgage Trustee shall have failed to act.
(Section 15.16) The holders of a majority of the Bonds may direct the time,
method and place of conducting any proceedings for any remedy available to the
Mortgage Trustee or exercising any trust or power conferred on the Mortgage
Trustee. (Section 15.07) The Mortgage Trustee is not required to risk its funds
or incur personal liability if there is reasonable ground for believing that
repayment is not reasonably assured. (Section 19.08)
DEFEASANCE
Under the terms of the Mortgage, the Company will be discharged from any and
all obligations under the Mortgage in respect of the Bonds of any series if the
Company deposits with the Mortgage Trustee, in trust, moneys or Government
Obligations, in an amount sufficient to pay all the principal of, premium (if
any) and interest on, the Bonds of such series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Mortgage
Trustee need not accept such deposit unless it is accompanied by an Opinion of
Counsel to the effect that (a) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or, since the date of the
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Mortgage, there has been a change in applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the holders of such Bonds or the right of payment of interest
thereon (as the case may be) will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, and/or ensuing discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit, and/or
discharge had not occurred. (Section 20.02)
Upon such deposit, the obligation of the Company to pay the principal of
(and premium, if any) and interest on such Bonds shall cease, terminate and be
completely discharged.
In the event of any such defeasance and discharge of Bonds of such series,
holders of Bonds of such series would be able to look only to such trust fund
for payment of principal of (and premium, if any) and interest, if any, on the
Bonds of such series. (Section 20.02)
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DESCRIPTION OF UNSECURED DEBT SECURITIES
GENERAL
The Unsecured Debt Securities may be issued from time to time in one or more
series under an indenture or indentures (each, an "Indenture"), between the
Company and the trustees named below, or other bank or trust company to be named
as trustee (each, an "Indenture Trustee"). The Unsecured Debt Securities will be
unsecured obligations of the Company. If so provided in the prospectus
Supplement, the Unsecured Debt Securities will be subordinated obligations of
the Company ("Subordinated Debt Securities"). Except as may otherwise be
described in the prospectus supplement, Subordinated Debt Securities will be
issued under the Indenture, dated as of May 1, 1995, as supplemented (the
"Subordinated Indenture"), between the Company and The Bank of New York, as
Trustee. Except as may otherwise be described in the prospectus supplement,
Unsecured Debt Securities other than Subordinated Debt Securities will be issued
under an Indenture, dated as of September 1, 1996 (the "Unsecured Indenture"),
between the Company and The Chase Manhattan Bank, as Trustee. Except as
otherwise specified herein, the term "Indenture" includes the Subordinated
Indenture and the Unsecured Indenture.
The following summary is subject to the provisions of and is qualified by
reference to the Indenture, which is filed as an exhibit to or incorporated by
reference in the registration statement. Whenever particular provisions or
defined terms in the Indenture are referred to herein, such provisions or
defined terms are incorporated by reference herein. Section and Article
references used herein are references to provisions of the Indenture unless
otherwise noted.
The Indenture provides that Unsecured Debt Securities may be issued from
time to time in one or more series pursuant to an indenture supplemental to the
Indenture or a resolution of the Company's Board of Directors. (Section 2.01)
The Indenture does not limit the aggregate principal amount of Unsecured Debt
Securities which may be issued thereunder. The Company's Articles limit the
amount of unsecured debt that the Company may issue to the equivalent of 30% of
the total of all secured indebtedness and total equity. On June 17, 1999, a
majority of the holders of the three classes of PacifiCorp preferred stock,
voting together as a single class, consented to an increase of $5 billion in the
amount of unsecured indebtedness permitted under the Company's Articles. At
September 30, 1999, approximately $1.2 billion of unsecured debt was outstanding
and approximately $5.9 billion of additional unsecured debt could have been
issued under this provision and consent. The Indenture does not contain any
provisions that would limit the ability of the Company to incur indebtedness or
that would afford holders of Unsecured Debt Securities protection in the event
of a highly leveraged or similar transaction involving the Company or in the
event of a change of control.
Reference is made to the prospectus supplement which will accompany this
prospectus for the following terms of the series of Unsecured Debt Securities
being offered thereby:
- the specific title of such Unsecured Debt Securities;
- any limit on the aggregate principal amount of such Unsecured Debt
Securities;
- the date or dates on which the principal of such Unsecured Debt Securities
is payable;
- the rate or rates at which such Unsecured Debt Securities will bear
interest or the manner of calculation of such rate or rates;
- the date or dates from which such interest shall accrue, the interest
payment dates on which such interest will be payable or the manner of
determination of such interest payment dates and the record dates for the
determination of holders to whom interest is payable on any such interest
payment dates;
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- the period or periods within which, the price or prices at which and the
terms and conditions upon which such Unsecured Debt Securities may be
redeemed, in whole or in part, at the option of the Company;
- the obligation, if any, of the Company to redeem or purchase such
Unsecured Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of the holder thereof and the period or
periods, the price or prices at which and the terms and conditions upon
which such Unsecured Debt Securities shall be redeemed or purchased, in
whole or part, pursuant to such obligation;
- the form of such Unsecured Debt Securities;
- if other than denominations of $1,000 (except with respect to Subordinated
Debt Securities issued pursuant to the Subordinated Indenture, in which
case other than denominations of $25) or, in either case, any integral
multiple thereof, the denominations in which such Unsecured Debt
Securities shall be issuable; and
- any and all other terms with respect to such series. (Section 2.01)
For Subordinated Debt Securities issued pursuant to the Subordinated
Indenture, the applicable prospectus supplement will also describe (a) the
right, if any, to extend the interest payment periods and the duration of such
extension and (b) the subordination terms of the Subordinated Debt Securities to
the extent such subordination terms vary from those described under
"--Subordination" below.
SUBORDINATION
The Subordinated Indenture provides that Subordinated Debt Securities are
subordinate and junior in right of payment to the prior payment in full of all
Senior Indebtedness (as defined below) of the Company as provided in the
Subordinated Indenture. No payment of principal of (including redemption and
sinking fund payments), or premium, if any, or interest on, the Subordinated
Debt Securities may be made if any Senior Indebtedness is not paid when due, any
applicable grace period with respect to such default has ended and such default
has not been cured or waived, or if the maturity of any Senior Indebtedness has
been accelerated because of a default. Upon payment by the Company or any
distribution of assets of the Company to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary or
in bankruptcy, insolvency, receivership or other proceedings, all amounts due or
to become due on all Senior Indebtedness must be paid in full before the holders
of the Subordinated Debt Securities are entitled to receive or retain any
payment. The rights of the holders of the Subordinated Debt Securities will be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions applicable to Senior Indebtedness until all amounts
owing on the Subordinated Debt Securities (including the Subordinated Debt
Securities to be offered hereby) are paid in full. (Sections 14.01 to 14.04 of
the Subordinated Indenture)
The term "Senior Indebtedness" shall mean the principal of and premium, if
any, and interest on and any other payment due pursuant to any of the following,
whether outstanding at the date of execution of the Subordinated Indenture or
thereafter incurred, created or assumed:
(1) all indebtedness of the Company evidenced by notes (including
indebtedness owed to banks), debentures, bonds or other securities sold by
the Company for money;
(2) all indebtedness of others of the kinds described in the preceding
clause (1) assumed by or guaranteed in any manner by the Company or in
effect guaranteed by the Company through an agreement to purchase,
contingent or otherwise; and
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(3) all renewals, extensions or refundings of indebtedness of the kinds
described in either of the preceding clauses (1) and (2);
unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such
indebtedness, renewal, extension or refunding is not superior in right of
payment to or is PARI PASSU with the Subordinated Debt Securities. Such
Senior Indebtedness shall continue to be Senior Indebtedness and entitled
to the benefits of the subordination provisions contained in the
Subordinated Indenture irrespective of any amendment, modification or
waiver of any term of such Senior Indebtedness. (Section 1.01 of the
Subordinated Indenture)
The Subordinated Indenture does not limit the aggregate amount of Senior
Indebtedness which may be issued. As of September 30, 1999, Senior Indebtedness
of the Company aggregated approximately $3.4 billion. As of September 30, 1999,
subordinated indebtedness of the Company aggregated approximately $539 million.
As the Subordinated Debt Securities will be issued by the Company, the
Subordinated Debt Securities effectively will be subordinate to all obligations
of the Company's subsidiaries, and the rights of the Company's creditors,
including holders of Bonds issued under the Mortgage, Subordinated Debt
Securities and any other Unsecured Debt Securities issued by the Company, to
participate in the assets of such subsidiaries upon liquidation or
reorganization will be junior to the rights of the holders of all preferred
stock, indebtedness and other liabilities of such subsidiaries, which may
include trade payables, obligations to banks under credit facilities,
guarantees, pledges, support arrangements, bonds, capital leases, notes and
other obligations.
CERTAIN COVENANTS OF THE COMPANY
If, with respect to Subordinated Debt Securities issued pursuant to the
Subordinated Indenture, there shall have occurred any event that would, with the
giving of notice or the passage of time, or both, constitute an Event of Default
under the Indenture, as described under "--Events of Default" below, or the
Company exercises its option to extend the interest payment period described in
clause (a) in the last sentence under "--General" above, the Company will not,
until all defaulted interest on the Subordinated Debt Securities and all
interest accrued on the Subordinated Debt Securities during any such extended
interest payment period and all principal and premium, if any, then due and
payable on the Subordinated Debt Securities shall have been paid in full,
(i) declare, set aside or pay any dividend or distribution on any capital
stock of the Company, including the Common Stock, except for dividends
or distributions in shares of its capital stock or in rights to acquire
shares of its capital stock, or
(ii) repurchase, redeem or otherwise acquire, or make any sinking fund
payment for the purchase or redemption of, any shares of its capital
stock (except by conversion into or exchange for shares of its capital
stock and except for a redemption, purchase or other acquisition of
shares of its capital stock made for the purpose of an employee
incentive plan or benefit plan of the Company or any of its
subsidiaries and except for mandatory redemption or sinking fund
payments with respect to any series of Preferred Stock that are subject
to mandatory redemption or sinking fund requirements, PROVIDED that the
aggregate stated value of all such series of Preferred Stock
outstanding at the time of any such payment does not exceed five
percent of the aggregate of (a) the total principal amount of all bonds
or other securities representing secured indebtedness issued or assumed
by the Company and then outstanding and (b) the capital and surplus of
the Company to be stated on the books of account of the Company after
giving effect to such payment); PROVIDED, HOWEVER, that any moneys
deposited in any sinking fund and not in violation of this provision
may thereafter be applied to the
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purchase or redemption of such Preferred Stock in accordance with the
terms of such sinking fund without regard to the restrictions contained
in this provision. (Section 4.06 of the Subordinated Indenture) As of
September 30, 1999, the aggregate stated value of such series of
Preferred Stock outstanding was approximately $175 million, which
represented approximately three percent of the aggregate of
clauses (a) and (b) above at such date.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Each series of Unsecured Debt Securities will be issued in registered form
and, unless otherwise specified in the applicable prospectus supplement, will be
represented by one or more global certificates. If not represented by one or
more global certificates, Unsecured Debt Securities may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed) or exchange, at the office of the Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Unsecured Debt Securities and referred to in an applicable prospectus
supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon the registrar or such transfer agent, as the case may be,
being satisfied with the documents of title and identity of the person making
the request. (Section 2.05) If a prospectus supplement refers to any transfer
agent (in addition to the registrar) initially designated by the Company with
respect to any series of Unsecured Debt Securities, the Company may at any time
rescind the designation of any such transfer agent or approve a change in the
location through which any such transfer agent acts, except that the Company
will be required to maintain a transfer agent in each place of payment for such
series. (Section 4.02) The Company may at any time designate additional transfer
agents with respect to any series of Unsecured Debt Securities. The Unsecured
Debt Securities may be transferred or exchanged without service charge, other
than any tax or governmental charge imposed in connection therewith.
(Section 2.05)
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange any Unsecured Debt Security
during a period beginning at the opening of business 15 days before any
selection for redemption of Unsecured Debt Securities of like tenor and of the
series of which such Unsecured Debt Security is a part, and ending at the close
of business on the earliest date in which the relevant notice of redemption is
deemed to have been given to all holders of Unsecured Debt Securities of like
tenor and of such series to be redeemed and (ii) register the transfer of or
exchange any Unsecured Debt Securities so selected for redemption, in whole or
in part, except the unredeemed portion of any Unsecured Debt Security being
redeemed in part. (Section 2.05)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the prospectus supplement or the Unsecured
Debt Securities are represented by one or more global certificates (see
"Book-Entry Issuance"), payment of principal of and premium (if any) on any
Unsecured Debt Security will be made only against surrender to the Paying Agent
of such Unsecured Debt Security. Unless otherwise indicated in the prospectus
supplement or unless the Unsecured Debt Securities are represented by one or
more global certificates, principal of and any premium and interest, if any, on
Unsecured Debt Securities will be payable, subject to any applicable laws and
regulations, at the office of such Paying Agent or Paying Agents as the Company
may designate from time to time, except that at the option of the Company
payments on the Unsecured Debt Securities may be made
- by checks mailed by the Indenture Trustee to the holders entitled thereto
at their registered addresses as specified in the Register for such
Unsecured Debt Securities or
- to a holder of $1,000,000 or more in aggregate principal amount of such
Unsecured Debt Securities who has delivered a written request to the
Indenture Trustee at least 14 days prior to
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the relevant payment date electing to have payments made by wire transfer
to a designated account in the United States, by wire transfer of
immediately available funds to such designated account; PROVIDED that, in
either case, the payment of principal with respect to any Unsecured Debt
Security will be made only upon surrender of such Unsecured Debt Security
to the Indenture Trustee. Unless otherwise indicated in the prospectus
supplement, payment of interest on an Unsecured Debt Security on any
Interest Payment Date will be made to the person in whose name such
Unsecured Debt Security (or Predecessor Security) is registered at the
close of business on the Regular Record Date for such interest payment.
(Sections 2.03 and 4.03)
The Company will act as Paying Agent with respect to the Unsecured Debt
Securities. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agents or approve a change in the office
through which any Paying Agent acts, except that the Company will be required to
maintain a Paying Agent in each Place of Payment for each series of the
respective Unsecured Debt Securities. (Sections 4.02 and 4.03)
All moneys paid by the Company to a Paying Agent for the payment of the
principal of or premium, if any, or interest on any Unsecured Debt Security of
any series that remain unclaimed at the end of two years after such principal,
premium, if any, or interest shall have become due and payable will be repaid to
the Company and the holder of such Unsecured Debt Security will thereafter look
only to the Company for payment thereof. (Section 11.06)
AGREED TAX TREATMENT
The Subordinated Indenture provides that each holder of a Subordinated Debt
Security, each person that acquires a beneficial ownership interest in a
Subordinated Debt Security and the Company agree that for United States federal,
state and local tax purposes it is intended that such Subordinated Debt Security
constitutes indebtedness. (Section 13.12 of the Subordinated Indenture)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Indenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Unsecured Debt Securities of each series which are
affected by the modification, to modify the Indenture or any supplemental
indenture affecting that series or the rights of the holders of that series of
Unsecured Debt Securities; PROVIDED that no such modification may, without the
consent of the holder of each outstanding Unsecured Debt Security affected
thereby,
- extend the fixed maturity of any Unsecured Debt Securities of any series,
or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, or reduce any premium payable upon
the redemption thereof,
- reduce the percentage of Unsecured Debt Securities, the holders of which
are required to consent to any such supplemental indenture or, in the case
of the Unsecured Indenture,
- reduce the percentage of Unsecured Debt Securities, the holders of which
are required to waive any default and its consequences or modify any
provision of the Indenture relating to the percentage of Unsecured Debt
Securities (except to increase such percentage) required to rescind and
annul any declaration of principal due and payable upon an Event of
Default. (Section 9.02)
In addition, the Company and the Indenture Trustee may execute, without the
consent of any holder of Unsecured Debt Securities (including the Unsecured Debt
Securities being offered hereby), any supplemental indenture for certain other
usual purposes, including the creation of any new series of Unsecured Debt
Securities. (Sections 2.01, 9.01 and 10.01)
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EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Event of Default"
with respect to each series of Unsecured Debt Securities:
- default for 30 days (except with respect to Subordinated Debt Securities
issued under the Subordinated Indenture, in which case default for 10
days) in payment of interest;
- default in payment of principal or premium, if any;
- default in other covenants (other than those specifically relating to one
or more other series) for 90 days after notice; or
- certain events in bankruptcy, insolvency or reorganization.
(Section 6.01)
The holders of a majority in aggregate outstanding principal amount of any
series of the Unsecured Debt Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee for that series. (Section 6.06) The applicable Indenture
Trustee or the holders of not less than 25% in aggregate outstanding principal
amount of any particular series of the Unsecured Debt Securities may declare the
principal due and payable immediately upon an Event of Default with respect to
such series, but the holders of a majority in aggregate outstanding principal
amount of such series may annul such declaration and waive such Event of Default
if it has been cured and a sum sufficient to pay all matured installments of
interest and principal and any premium has been deposited with such Indenture
Trustee. (Sections 6.01 and 6.06)
The holders of a majority in aggregate outstanding principal amount of all
series of the Unsecured Debt Securities issued under the Indenture and affected
thereby may, on behalf of the holders of all the Unsecured Debt Securities of
such series, waive any past default, except a default in the payment of
principal, premium, if any, or interest. (Section 6.06) The Company is required
to file annually with the applicable Indenture Trustee a certificate as to
whether or not the Company is in compliance with all the conditions and
covenants under the Indenture. (Section 5.03(d))
CONSOLIDATION, MERGER AND SALE
The Indenture does not contain any covenant which restricts the Company's
ability to merge or consolidate with or into any other corporation, sell or
convey all or substantially all of its assets to any person, firm or corporation
or otherwise engage in restructuring transactions. (Section 10.01)
DEFEASANCE AND DISCHARGE
Under the terms of the Indenture, the Company will be discharged from any
and all obligations under the Indenture in respect of the Unsecured Debt
Securities of any series (except in each case for certain obligations to
register the transfer or exchange of Unsecured Debt Securities, replace stolen,
lost or mutilated Unsecured Debt Securities, maintain paying agencies and hold
moneys for payment in trust) if the Company deposits with the Indenture Trustee,
in trust, moneys or Government Obligations, in an amount sufficient to pay all
the principal of, and interest on, the Unsecured Debt Securities of such series
on the dates such payments are due in accordance with the terms of such
Unsecured Debt Securities and, if, among other things, such Unsecured Debt
Securities are not due and payable, or are not to be called for redemption,
within one year, the Company delivers to the Indenture Trustee an Opinion of
Counsel to the effect that the holders of Unsecured Debt Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit and discharge had not occurred.
18
<PAGE>
In addition to discharging certain obligations under the Indenture as stated
above, if
(1) the Company delivers to the Indenture Trustee an Opinion of Counsel (in
lieu of the Opinion of Counsel referred to above) to the effect that (a) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or, since the date of the Indenture, there has been a change in
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the holders of Unsecured
Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred, and (b) such deposit shall
not result in the Company, the Indenture Trustee or the trust resulting from the
defeasance being deemed an investment company under the Investment Company Act
of 1940, as amended, and
(2) in the case of the Unsecured Indenture, no event or condition shall
exist that would prevent the Company from making payments of the principal of
(and premium, if any) or interest on the Unsecured Debt Securities on the date
of such deposit or at any time during the period ending on the ninety-first day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period),
then, in such event, the Company will be deemed to have paid and discharged the
entire indebtedness on the Unsecured Debt Securities of such series.
In the event of any such defeasance and discharge of Unsecured Debt
Securities of such series, holders of Unsecured Debt Securities of such series
would be able to look only to such trust fund for payment of principal of (and
premium, if any) and interest, if any, on the Unsecured Debt Securities of such
series. (Sections 11.01, 11.02 and 11.03 of the Indenture)
GOVERNING LAW
The Indenture and the Unsecured Debt Securities will be governed by, and
construed in accordance with, the laws of the State of New York. (Section 13.04)
INFORMATION CONCERNING THE INDENTURE TRUSTEE
The Indenture Trustee, prior to default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after default, shall
exercise the same degree of care as a prudent person would exercise in the
conduct of his or her own affairs. (Section 7.01) Subject to such provision, the
Indenture Trustee is under no obligation to exercise any of the powers vested in
it by the Indenture at the request of any holder of Unsecured Debt Securities,
unless offered reasonable indemnity by such holder against the costs, expenses
and liabilities which might be incurred thereby. (Section 7.02) The Indenture
Trustee is not required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the Indenture
Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. (Section 7.01)
The Bank of New York and The Chase Manhattan Bank serve as trustees and
agents under agreements involving the Company and its affiliates.
MISCELLANEOUS
The Company will have the right at all times to assign any of its rights or
obligations under the Indenture to a direct or indirect wholly-owned subsidiary
of the Company; PROVIDED that, in the event of any such assignment, the Company
will remain liable for all such obligations. Subject to the foregoing, the
Indenture will be binding upon and inure to the benefit of the parties thereto
and their respective
19
<PAGE>
successors and assigns. The Indenture provides that it may not otherwise be
assigned by the parties thereto. (Section 13.11 of the Subordinated Indenture
and Section 13.10 of the Unsecured Indenture)
BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company ("DTC") will act as securities depositary for each
series of the Additional Bonds and the Unsecured Debt Securities. The Additional
Bonds and the Unsecured Debt Securities will be issued only as fully-registered
securities registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global certificates will be issued for the Additional Bonds and
the Unsecured Debt Securities, representing the aggregate principal amount of
each series of Additional Bonds or the aggregate principal amount of each series
of Unsecured Debt Securities, respectively, and will be deposited with DTC or
its custodian.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain custodial relationships with Direct Participants, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of Additional Bonds or Unsecured Debt Securities within the DTC
system must be made by or through Direct Participants, which will receive a
credit for the Additional Bonds or Unsecured Debt Securities on DTC's records.
The ownership interest of each actual purchaser of each Additional Bond and each
Unsecured Debt Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Additional Bonds or
Unsecured Debt Securities. Transfers of ownership interests in the Additional
Bonds or Unsecured Debt Securities are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in
Additional Bonds or Unsecured Debt Securities, except in the event that use of
the book-entry system for the Additional Bonds or Unsecured Debt Securities is
discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Additional Bonds
or Unsecured Debt Securities; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Additional Bonds or Unsecured Debt
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Redemption notices shall be sent to Cede & Co. as the registered holder of
the Additional Bonds or Unsecured Debt Securities. If less than all of the
Additional Bonds or Unsecured Debt Securities are being redeemed, DTC will
determine the amount of the interest of each Direct Participant to be
20
<PAGE>
redeemed in accordance with its procedures, which, for the Additional Bonds and
Unsecured Debt Securities that are not Subordinated Debt Securities, will be by
lot.
Although voting with respect to the Additional Bonds or Unsecured Debt
Securities is limited to the holders of record of the Additional Bonds or
Unsecured Debt Securities, in those instances in which a vote is required,
neither DTC nor Cede & Co. will itself consent or vote with respect to
Additional Bonds or Unsecured Debt Securities. Under its usual procedures, DTC
would mail an omnibus proxy (the "Omnibus Proxy") to the Mortgage Trustee or the
Indenture Trustee, as applicable, as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts such Additional Bonds or Unsecured Debt
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners and the voting
rights of Direct Participants, Indirect Participants and Beneficial Owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Payments on the Additional Bonds or Unsecured Debt Securities will be made
by the Mortgage Trustee and the Indenture Trustee, respectively, to DTC on
behalf of the Company in immediately available funds. DTC's practice is to
credit Direct Participants' accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices and will be the responsibility of such Participant and not
of DTC, the Mortgage Trustee, the Indenture Trustee, or the Company, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payments on the Additional Bonds or Unsecured Debt Securities are the
responsibility of the Mortgage Trustee or the Indenture Trustee, respectively,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursements of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Definitive certificates for the Additional Bonds or the Unsecured Debt
Securities will be printed and delivered only if:
- DTC (or any successor depositary) notifies the Company that it is
unwilling or unable to continue as a depositary for the Additional Bonds
or the Unsecured Debt Securities and the Company shall not have appointed
a successor
- the Company, in its sole discretion, determines to discontinue use of the
book-entry system through DTC or any successor depositary or
- an event of default occurs and is continuing with respect to the
Additional Bonds under the Mortgage or with respect to the Unsecured Debt
Securities under the Indenture and, in either case, holders of a majority
in aggregate principal amount of Additional Bonds or Unsecured Debt
Securities, as the case may be, determine to discontinue use of DTC's
book-entry system.
DTC management is aware that some computer applications, systems and the
like for processing data that are dependent upon calendar dates, including dates
before, on and after January 1, 2000, may encounter "Year 2000 problems." DTC
has informed its participants and other members of the financial community that
it has developed and is implementing a program so that its data processing
computer applications and systems relating to the timely payment of
distributions (including principal and income payments) to securityholders,
book-entry deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete. In addition, DTC's plan includes a testing
phase, which is expected to be completed within appropriate time frames.
21
<PAGE>
However, DTC's ability to perform its services properly is also dependent
upon other parties, including issuers and their agents, as well as third-party
vendors from whom DTC licenses software and hardware, and third-party vendors on
whom DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC
has informed the financial community that it is contacting (and will continue to
contact) third-party vendors from whom DTC acquires services to: (i) impress
upon them the importance of those services being Year 2000 compliant; and (ii)
determine the extent of their efforts for Year 2000 remediation (and, as
appropriate, testing) of their services. In addition, DTC is in the process of
developing contingency plans as it deems appropriate.
DTC has established a Year 2000 Project Office and will provide information
concerning DTC's Year 2000 compliance to persons requesting that information.
The address is as follows: The Depository Trust Company, Year 2000 Project
Office, 55 Water Street, New York, New York 10041. Telephone numbers for the DTC
Year 2000 Project Office are (212) 855-8068 and (212) 855-8881. In addition,
information concerning DTC's Year 2000 compliance can be obtained from its web
site at the following address: www.dtc.org.
According to DTC, the foregoing information with respect to Year 2000 has
been provided to the financial community for informational purposes only and is
not intended to serve as a representation, warranty or contract modification of
any kind.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be accurate, but the
Company assumes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
PLAN OF DISTRIBUTION
The Company may sell the Securities through underwriters, dealers or agents,
or directly to one or more purchasers. The prospectus supplement with respect to
the Securities offered thereby will set forth the terms of the offering of such
Securities, including the name or names of any underwriters, dealers or agents,
the purchase price of such Securities and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting underwriters' or
agents' compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
If underwriters are involved in the sale of any Securities, such Securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The underwriter or underwriters with respect to a
particular underwritten offering of Securities will be named in the prospectus
supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of
such prospectus supplement. Unless otherwise set forth in such prospectus
supplement, the obligations of the underwriters to purchase the Securities will
be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such Securities if any are purchased.
If a dealer is used in the sale of any Securities, the Company will sell
such Securities to the dealer, as principal. The dealer may then resell such
Securities to the public at varying prices to be determined by such dealer at
the time of resale. The name of any dealer involved in a particular offering of
Securities and any discounts or concessions allowed or reallowed or paid to the
dealer will be set forth in the prospectus supplement relating to such offering.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in
22
<PAGE>
the Securities Act, involved in the offer or sale of any of the Securities will
be named, and any commissions payable by the Company to such agent will be set
forth, in the prospectus supplement relating to such offer or sale. Unless
otherwise indicated in such prospectus supplement, any such agent will be acting
on a reasonable best efforts basis for the period of its appointment.
If so indicated in an applicable prospectus supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Securities from the Company at the public offering
price set forth in such prospectus supplement pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such prospectus supplement. Each Contract will be for an amount not
less than, and the aggregate principal amount of Securities sold pursuant to
Contracts shall be not less nor more than, the respective amounts stated in such
prospectus supplement. Institutions with whom Contracts, when authorized, may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions, but will in all cases be subject to the approval of the Company.
Contracts will not be subject to any conditions except (i) the purchase by an
institution of the Securities covered by its Contracts shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject, and (ii) if the Securities are being sold
to underwriters, the Company shall have sold to such underwriters the total
principal amount of the Securities less the principal amount thereof covered by
Contracts. Agents and underwriters will have no responsibility in respect of the
delivery or performance of Contracts.
In connection with a particular underwritten offering of Securities, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the prices of the classes or series of Securities offered, including
stabilizing transactions and syndicate covering transactions. A description of
these activities, if any, will be set forth in the prospectus supplement
relating to such offering.
Certain of the underwriters, dealers or agents and their associates may be
customers of, engage in the transactions with or perform services for the
Company and its affiliates in the ordinary course of business.
The Company will indicate in a prospectus supplement the extent to which it
anticipates that a secondary market for the Securities will be available.
Underwriters, dealers and agents participating in the distribution of the
Securities may be deemed to be "underwriters" within the meaning of, and any
discounts and commissions received by them and any profit realized by them on
resale of such Securities may be deemed to be underwriting discounts and
commissions under, the Securities Act. Subject to certain conditions, the
Company may agree to indemnify the several underwriters, dealers or agents and
their controlling persons against certain civil liabilities, including certain
liabilities under the Securities Act, or to contribute to payments any such
person may be required to make in respect thereof.
LEGAL OPINIONS
The validity of the Securities will be passed upon for the Company by Stoel
Rives LLP, counsel to the Company, 900 SW Fifth Avenue, Suite 2600, Portland,
Oregon 97204, and for any underwriters, dealers or agents by Winthrop, Stimson,
Putnam & Roberts, One Battery Park Plaza, New York, New York 10004. John M.
Schweitzer, who is an assistant secretary of the Company, is a partner in the
firm of Stoel Rives LLP.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K/A have been audited by Deloitte &
Touche LLP, independent auditors, as stated
23
<PAGE>
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon its authority
as experts in accounting and auditing.
With respect to any unaudited interim financial information which 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 the Company's
Quarterly Reports on Form 10-Q and 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 on 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 of 1933 for their reports on the
unaudited interim financial information because those reports are not "reports"
or a "part" of the Registration Statement of which this prospectus is a part
prepared or certified by an accountant within the meaning of Sections 7 and 11
of the Act.
24
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fee............................................ $ 430,900
Fees of state regulatory authorities*....................... 2,000
Counsel fees*............................................... 800,000
Accountants' fees*.......................................... 70,000
Stock exchange listing fees*................................ 140,000
Trustee fees*............................................... 100,000
Rating agency fees*......................................... 275,000
Indenture recording fees*................................... 60,000
Blue sky expenses*.......................................... 15,000
Printing and delivery of registration statement, prospectus,
certificates, etc.*....................................... 300,000
Miscellaneous expenses*..................................... 77,100
----------
Total*.................................................. $2,270,000
</TABLE>
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Third Restated Articles of Incorporation ("Restated
Articles"), and Bylaws, as amended ("Bylaws"), require the Company to indemnify
directors and officers to the fullest extent not prohibited by law. The right to
and amount of indemnification ultimately will be subject to determination by a
court that indemnification in the circumstances presented is consistent with
public policy considerations and other provisions of law. It is likely, however,
that the Restated Articles would require indemnification at least to the extent
that indemnification is authorized by the Oregon Business Corporation Act
("OBCA"). The effect of the OBCA is summarized as follows:
(a) The OBCA permits the Company to grant a right of indemnification in
respect of any pending, threatened or completed action, suit or proceeding,
other than an action by or in the right of the Company, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred, PROVIDED the person concerned
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
conduct was unlawful. Indemnification is not permitted in connection with a
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of NOLO CONTENDERE or its equivalent is not, of itself, determinative
that the person did not meet the prescribed standard of conduct.
(b) The OBCA permits the Company to grant a right of indemnification in
respect of any proceeding by or in the right of the Company against the
reasonable expenses (including attorneys' fees) incurred, if the person
concerned acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, except that no
indemnification may be granted if such person is adjudged to be liable to
the Company unless permitted by a court.
II-1
<PAGE>
(c) Under the OBCA, the Company may not indemnify a person in respect
of a proceeding described in (a) or (b) above unless it is determined that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following:
(1) the Board of Directors, by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding,
(2) if a quorum of directors not parties to the proceeding cannot be
obtained, by a majority vote of a committee of two or more directors
not at the time parties to the proceeding,
(3) by special legal counsel selected by the Board of Directors or the
committee thereof, as described in (i) and (ii) above, or
(4) by the shareholders.
Authorization of the indemnification and evaluation as to the reasonableness
of expenses are to be determined as specified in any one of (1) through (4)
above, except that if the determination of such indemnification's
permissibility is made by special counsel, then the determination of the
reasonableness of such expenses is to be made by those entitled to select
special counsel. Indemnification can also be ordered by a court if the court
determines that indemnification is fair in view of all of the relevant
circumstances. Notwithstanding the foregoing, every person who has been
wholly successful, on the merits or otherwise, in defense of a proceeding
described in (a) or (b) above is entitled to be indemnified as a matter of
right against reasonable expenses incurred in connection with the
proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the reasonable
expenses incurred in defending a proceeding in advance of the final
disposition thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of the director's or officer's good
faith belief that he or she has met the prescribed standard of conduct and
(ii) a written undertaking to repay the advance if it is ultimately
determined that such person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of any other
rights of indemnification to which officers or directors may be entitled under
any statute, agreement, vote of shareholders, action of directors or otherwise.
Resolutions adopted by the Company's Board of Directors require the Company to
indemnify directors and officers of the Company to the fullest extent permitted
by law and are intended to create an obligation to indemnify to the fullest
extent a court may find to be consistent with public policy considerations.
The Company has directors' and officers' liability insurance coverage which
insures directors and officers of the Company against certain liabilities.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
A list of exhibits included as part of this Registration Statement is set
forth in an Exhibit Index, which immediately precedes such exhibits.
(b) Financial Statement Schedules
None
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(A) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement PROVIDED, HOWEVER, that any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(C) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PORTLAND, STATE OF OREGON, ON NOVEMBER 22, 1999.
<TABLE>
<S> <C> <C>
PACIFICORP
By: /s/ RICHARD T. O'BRIEN
-----------------------------------------
Richard T. O'Brien
Executive Vice President and
Chief Operating Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed by the following persons on
November 22, 1999 in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*KEITH R. MCKENNON
------------------------------------------- Chairman, Chief Executive Officer and Director
Keith R. McKennon
/s/ HENRY H. HEWITT Executive Vice President, Finance and
------------------------------------------- Administration (also Principal Financial
Henry H. Hewitt Officer)
/s/ ROBERT R. DALLEY
------------------------------------------- Controller (also Principal Accounting Officer)
Robert R. Dalley
*W. CHARLES ARMSTRONG
------------------------------------------- Director
W. Charles Armstrong
*KATHRYN A. BRAUN
------------------------------------------- Director
Kathryn A. Braun
*C. TODD CONOVER
------------------------------------------- Director
C. Todd Conover
*NOLAN E. KARRAS
------------------------------------------- Director
Nolan E. Karras
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*ROBERT G. MILLER
------------------------------------------- Director
Robert G. Miller
*ALAN K. SIMPSON
------------------------------------------- Director
Alan K. Simpson
*VERL R. TOPHAM
------------------------------------------- Director
Verl R. Topham
*NANCY WILGENBUSCH
------------------------------------------- Director
Nancy Wilgenbusch
*PETER I. WOLD
------------------------------------------- Director
Peter I. Wold
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By /s/ RICHARD T. O'BRIEN
--------------------------------------
Richard T. O'Brien
(ATTORNEY-IN-FACT)
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- --------------------- ------------------------------------------------------------ ----------
<C> <S> <C>
*1(a) Form of Underwriting Agreement relating to Additional
Preferred Stock (Exhibit (1), File No. 33-41983)..........
*1(b) Form of Underwriting Agreement relating to Additional Bonds
(Exhibit (1)(a), File No. 33-49607).......................
*1(c) Form of Underwriting Agreement relating to Unsecured Debt
Securities (Exhibit (1)(b), File No. 33-55309)............
*2 Amended and Restated Agreement and Plan of Merger dated as
of December 6, 1998, as amended as of January 29, 1999 and
February 9, 1999, and amended and restated as of February
23, 1999, by and among Scottish Power plc (formerly New
Scottish Power plc), Scottish Power U.K. plc (formerly
Scottish Power plc), NA General Partnership, and the
Company (Exhibit B, Proxy Statement/Prospectus dated
May 6, 1999, Part I of the Registration Statement on
Form F-4 filed May 6, 1999 by Scottish Power plc and New
Scottish Power plc, File No. 333-77877)...................
*4(a) Third Restated Articles of Incorporation of the Company
(Exhibit (3)b, Form 10-K for fiscal year ended December
31, 1996, File No. 1-5152)................................
*4(b) Form of Certificate evidencing No Par Serial Preferred Stock
(Exhibit 4-D to Form 8-B, File No. 1-5152)................
*4(c) Bylaws of the Company (as amended November 18, 1998)
(Exhibit (3)b, Form 10-K/A for fiscal year ended year
ended December 31, 1998, File No. 1-5152).................
*4(d) Mortgage and Deed of Trust dated as of January 9, 1989
between the Company and Morgan Guaranty Trust Company of
New York (The Chase Manhattan Bank (formerly Chemical
Bank), successor), Trustee, as supplemented and modified
by thirteen Supplemental Indentures (Exhibit 4-E,
Form 8-B, File No. 1-5152; Exhibit (4)(b), File
No. 33-31861; Exhibit (4)(a), Form 8-K dated January 9,
1990, File No. 1-5152; Exhibit 4(a), Form 8-K dated
September 11, 1991, File No. 1-5152; Exhibit 4(a),
Form 8-K dated January 7, 1992, File No. 1-5152;
Exhibit 4(a), Form 10-Q for the quarter ended March 31,
1992, File No. 1-5152; Exhibit 4(a), Form 10-Q for the
quarter ended September 30, 1992, File No. 1-5152;
Exhibit 4(a), Form 8-K dated April 1, 1993, File
No. 1-5152; Exhibit 4(a), Form 10-Q for the quarter ended
September 30, 1993, File No. 1-5152; Exhibit 4(a),
Form 10-Q for the quarter ended June 30, 1994, File
No. 1-5152; Exhibit 4(b), Form 10-K for fiscal year ended
December 31, 1994, File No. 1-5152; Exhibit (4)b,
Form 10-K for the fiscal year ended December 31, 1995,
File No. 1-5152; Exhibit (4)b, Form 10-K for the fiscal
year ended December 31, 1996, File No. 1-5152); and
Exhibit (4)b, Form 10-K/A for the fiscal year ended
December 31, 1998, File No. 1-5152).......................
*4(e) Form of First Mortgage Bond (Exhibit (4)(h), File
No. 33-26517).............................................
*4(f) Indenture dated as of May 1, 1995 between the Company and
The Bank of New York, as Trustee, as supplemented by three
Supplemental Indentures (Exhibit (4)(a), File
No. 333-03357, and Exhibit 4(h), File No. 333-09115)......
*4(g) Form of Fourth Supplemental Indenture to Indenture to be
used in connection with the issuance of corresponding
junior subordinated debentures and preferred securities
(Exhibit 4(c), File No. 333-23027)........................
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
- --------------------- ------------------------------------------------------------ ----------
<C> <S> <C>
*4(h) Form of Supplemental Indenture to Subordinated Indenture to
be used in connection with the issuance of Subordinated
Debt Securities (Exhibit 4(d), File No. 33-58569).........
*4(i) Form of Subordinated Debt Securities (included in
Exhibit 4(h) above).......................................
*4(j) Form of Indenture between the Company and The Chase
Manhattan Bank, as Trustee, relating to Unsecured Debt
Securities other than Subordinated Debt Securities
(Exhibit 4(k), File No. 333-09115)........................
*4(k) Form of Unsecured Debt Security other than Subordinated Debt
Securities (included in Exhibit 4(j) above)...............
5 Opinion of Stoel Rives LLP..................................
*12(a) Statements re Computation of Ratios of Earnings to Fixed
Charges (Exhibit 12(a), Form 10-Q for the quarter ended
September 30, 1999, File No. 1-5152)......................
*12(b) Statements re Computation of Ratios of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
(Exhibit 12(b), Form 10-Q for the quarter ended September
30, 1999, File No. 1-5152)................................
15 Letter re Unaudited Interim Financial Information...........
23(a) Consent of Deloitte & Touche LLP............................
23(b) Consent of Stoel Rives LLP (included in Exhibit 5 above)....
24 Powers of Attorney..........................................
25(a) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee
under the Indenture dated as of May 1, 1995 relating to
Subordinated Debt Securities, as supplemented, between the
Company and The Bank of New York..........................
25(b) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as Trustee
under the Indenture relating to Debt Securities other than
Subordinated Debt Securities, between the Company and The
Chase Manhattan Bank......................................
25(c) Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as Trustee,
under the Mortgage and Deed of Trust, dated as of
January 9, 1989 between the Company and Morgan Guaranty
Trust Company of New York (The Chase Manhattan Bank
(formerly Chemical Bank), successor), Trustee, as
supplemented and modified, relating to First Mortgage
Bonds.....................................................
</TABLE>
- ------------------------
* Incorporated by reference.
<PAGE>
EXHIBIT 5, 23(b)
November 22, 1999
PacifiCorp
825 NE Multnomah
Portland, OR 97232
Ladies and Gentlemen:
We are acting as counsel to PacifiCorp, an Oregon corporation (the
"Company"), in connection with the proposed issuance and sale by the Company
from time to time of not to exceed $1,550,000,000 in aggregate offering price
of First Mortgage Bonds ("Bonds") to be issued pursuant to the Mortgage and
Deed of Trust, dated as of January 9, 1989, between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as successor Trustee, as
amended and supplemented (the "Mortgage"), Unsecured Debt Securities
("Unsecured Debt Securities") to be issued under an indenture or
indentures between the Company and The Bank of New York, as Trustee, as
amended and supplemented, or another bank or trust company to be named as
trustee (the "Unsecured Indenture"), and No Par Serial Preferred Stock
("Preferred Stock"), all as contemplated by the Registration Statement on
Form S-3 (the "Registration Statement") about to be filed by the Company with
the Securities and Exchange Commission for the registration of the Bonds,
Unsecured Debt Securities and Preferred Stock under the Securities Act of
1933 (the "Act").
In connection with the foregoing, we are of the opinion that:
(a) All action necessary to make valid the proposed issuance of the Bonds
by the Company will have been taken when:
1. The Registration Statement, as it may be amended, shall have
become effective;
2. The Mortgage shall have been qualified under the Trust Indenture
Act of 1939, as amended;
3. Appropriate orders authorizing the issuance of the Bonds by the
Company shall have been entered by the Idaho Public Utilities
Commission, the Public Utility Commission of Oregon, the Utah
Public Service Commission, the Public Service Commission of
Wyoming and an appropriate notice filing shall
<PAGE>
PacifiCorp
November 22, 1999
Page 2
have been made with the Washington Utilities and Transportation
Commission;
4. The Finance Committee or the Pricing Committee of the Company's
Board of Directors shall have duly adopted appropriate
resolutions establishing one or more new series of Bonds, fixing
certain of the terms thereof, authorizing the execution and
delivery of one or more supplemental indentures with respect to
the new series of Bonds, authorizing the execution and delivery
of the Bonds and authorizing or ratifying such other corporate
acts as may be necessary in connection with the issuance and sale
of the Bonds;
5. One or more supplemental indentures with respect to new series of
Bonds shall have been duly executed and delivered; and
6. The Bonds shall have been appropriately issued and delivered for
the consideration contemplated by, and otherwise in conformity
with, the acts, proceedings and documents referred to above; and
(b) When the steps set forth in paragraph (a) shall be taken, the Bonds
will be legal, valid and binding obligations of the Company
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization or
other laws limiting creditors' rights generally or by equitable
principles relating to the availability of remedies, PROVIDED,
HOWEVER, that in rendering the above opinion, we express no opinion as
to the effect, if any, of the usury laws of any state upon the
enforceability of rights of the holders of the Bonds; and
(c) All action necessary to make valid the proposed issuance of the
Unsecured Debt Securities by the Company will have been taken when:
1. The Registration Statement, as it may be amended, shall have
become effective;
2. The Unsecured Indenture shall have been qualified under the Trust
Indenture Act of 1939, as amended;
<PAGE>
PacifiCorp
November 22, 1999
Page 3
3. Appropriate orders authorizing the issuance of the Unsecured Debt
Securities by the Company shall have been entered by the Idaho
Public Utilities Commission, the Public Utility Commission of
Oregon, the Utah Public Service Commission and the Public Service
Commission of Wyoming and an appropriate notice filing shall have
been made with the Washington Utilities and Transportation
Commission;
4. The Finance Committee or the Pricing Committee of the Company's
Board of Directors shall have duly adopted appropriate
resolutions establishing one or more series of Unsecured Debt
Securities, fixing certain of the terms thereof, authorizing the
execution and delivery of the Unsecured Debt Securities and
authorizing or ratifying such other corporate acts as may be
necessary in connection with the issuance and sale of the
Unsecured Debt Securities;
5. The Unsecured Debt Securities shall have been appropriately
issued, authenticated and delivered for the consideration
contemplated by, and otherwise in conformity with, the acts,
proceedings and documents referred to above; and
(d) When the steps set forth in paragraph (c) shall have been taken, the
Unsecured Debt Securities will be legal, valid and binding obligations
of the Company enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization or other laws limiting creditors' rights generally or
by equitable principles relating to the availability of remedies;
PROVIDED, HOWEVER, that in rendering the above opinion, we express no
opinion as to the effect, if any, of the usury laws of any state upon
the enforceability of rights of the holders of the Unsecured Debt
Securities; and
(e) All action necessary to make valid the proposed issuance of the
Preferred Stock by the Company will have been taken when:
1. The Registration Statement, as it may be amended, shall have
become effective;
<PAGE>
PacifiCorp
November 22, 1999
Page 4
2. Appropriate orders authorizing the issuance of the Preferred
Stock by the Company shall have been entered by the Idaho Public
Utilities Commission, the Public Utility Commission of Oregon,
the Utah Public Service Commission, the Public Service Commission
of Wyoming and an appropriate notice filing shall have been made
with the Washington Utilities and Transportation Commission;
3. The Company's Board of Directors, pursuant to authority vested in
it under the Company's Third Restated Articles of Incorporation,
or the Finance Committee or the Pricing Committee of the
Company's Board of Directors, shall have duly adopted appropriate
resolutions establishing one or more series of Preferred Stock,
fixing certain of the terms thereof, approving the per share
price and other terms of the sale of the Preferred Stock in
accordance with the resolutions adopted by the Company's Board of
Directors authorizing the issuance and sale of the Preferred
Stock and authorizing or ratifying such other corporate acts as
may be necessary in connection with the issuance and sale of the
Preferred Stock, and articles of amendment to the Company's Third
Restated Articles of Incorporation, complying with the provisions
of the Oregon Business Corporation Act shall have been filed with
the office of the Secretary of State of the State of Oregon; and
4. The Preferred Stock shall have been appropriately issued and
delivered for the consideration contemplated by, and otherwise in
conformity with, the acts, proceedings and documents referred to
above; and
(f) When the steps set forth in paragraph (e) shall have been taken, the
Preferred Stock will have been duly issued and will be validly
outstanding and all shares thereof will be fully paid and
nonassessable.
We hereby authorize and consent to the use of this opinion as Exhibit 5 of
the Registration Statement and authorize and consent to the references to our
firm in the Registration Statement and in the preliminary prospectus
constituting a part thereof. In giving
<PAGE>
PacifiCorp
November 22, 1999
Page 5
such consent, we do not thereby admit that we are within the category of persons
whose consent is required pursuant to Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Stoel Rives LLP
STOEL RIVES LLP
<PAGE>
November 18, 1999 Exhibit 15
PacifiCorp
825 N.E. Multnomah
Portland, Oregon
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of PacifiCorp for the periods ended March 31, 1999 and 1998, June
30, 1999 and 1998 and September 30, 1999 and 1998, as indicated in our reports
dated May 10, 1999, August 9, 1999, and November 4, 1999, respectively; because
we did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30,
1999 and September 30, 1999, are being used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT Exhibit 23(a)
We consent to the incorporation by reference in this Registration Statement of
PacifiCorp on Form S-3 of our report dated March 5, 1999, appearing in the
Annual Report on Form 10-K/A of PacifiCorp for the year ended December 31, 1998
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Portland, Oregon
November 18, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Frederick W. Buckman and Richard T. O'Brien, and each of them, his or
her true and lawful attorneys and agents, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign one or more Registration Statements under The
Securities Act of 1933, prepared in connection with the securities of PacifiCorp
in the form of Common Stock, Preferred Stock, First Mortgage and Collateral
Trust Bonds and/or Other Debt Securities, and any and all amendments (including
post-effective amendments) thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys and agents, and each of them,
full power and authority to do any and all acts and things necessary or
advisable to be done, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 13, 1998 /s/ W. Charles Armstrong
--------------------------------------
W. Charles Armstrong
Dated: May 13, 1998 /s/ Kathryn A. Braun
--------------------------------------
Kathryn A. Braun
Dated: May 13, 1998 /s/ C. Todd Conover
--------------------------------------
C. Todd Conover
Dated: May 13, 1998 /s/ Nolan E. Karras
--------------------------------------
Nolan E. Karras
Dated: May 13, 1998 /s/ Keith R. McKennon
--------------------------------------
Keith R. McKennon
Dated: May 12, 1998 /s/ Robert G. Miller
--------------------------------------
Robert G. Miller
<PAGE>
Dated: May 13, 1998 /s/ Alan K. Simpson
--------------------------------------
Alan K. Simpson
Dated: May 13, 1998 /s/ Verl R. Topham
--------------------------------------
Verl R. Topham
Dated: May 13, 1998 /s/ Nancy Wilgenbusch
--------------------------------------
Nancy Wilgenbusch
Dated: May 28, 1998 /s/ Peter I. Wold
--------------------------------------
Peter I. Wold
<PAGE>
========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------
PACIFICORP
(Exact name of obligor as specified in its charter)
Oregon 93-0246090
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
825 NE Multnomah
Suite 2000
Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip code)
----------
Unsecured Debt Securities
(Title of the indenture securities)
========================================================================
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the 2 Rector Street, New York,
State of New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 10th day of November, 1999.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
------------------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS In Thousands
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $5,597,807
Interest-bearing balances........................... 4,075,775
Securities:
Held-to-maturity securities......................... 785,167
Available-for-sale securities....................... 4,159,891
Federal funds sold and Securities purchased under
agreements to resell................................ 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned
income............................................ 38,028,772
LESS: Allowance for loan and
lease losses...................................... 568,617
LESS: Allocated transfer risk
reserve........................................... 16,352
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,443,803
Trading Assets......................................... 1,563,671
Premises and fixed assets (including capitalized
leases)............................................. 683,587
Other real estate owned................................ 10,995
Investments in unconsolidated subsidiaries and
associated companies................................ 184,661
Customers' liability to this bank on acceptances
outstanding......................................... 812,015
Intangible assets...................................... 1,135,572
Other assets........................................... 5,607,019
-------------
Total assets........................................... $64,536,926
=============
LIABILITIES
Deposits:
In domestic offices................................. $26,488,980
Noninterest-bearing................................. 10,626,811
Interest-bearing.................................... 15,862,169
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 20,655,414
Noninterest-bearing................................. 156,471
Interest-bearing.................................... 20,498,943
Federal funds purchased and Securities sold under
agreements to repurchase............................ 3,729,439
Demand notes issued to the U.S.Treasury................ 257,860
Trading liabilities.................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less......... 496,235
With remaining maturity of more than one year
through three years............................... 465
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 822,455
-4-
<PAGE>
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 2,846,649
-------------
Total liabilities...................................... 58,624,027
=============
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 4,001,767
Net unrealized holding gains (losses) on
available-for-sale securities....................... (7,956)
Cumulative foreign currency translation adjustments.... (31,510)
-------------
Total equity capital................................... 5,912,899
-------------
Total liabilities and equity capital................... $64,536,926
=============
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni
Alan R. Griffith Directors
Gerald L. Hassell
- --------------------------------------------------------------------------------
<PAGE>
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
PACIFICORP
(Exact name of obligor as specified in its charter)
STATE OF OREGON 93-0246090
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
825 N.E. MULTNOMAH
SUITE 2000
PORTLAND, OREGON 97232
(Address of principal executive offices) (Zip Code)
--------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
--------------------------------------------
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 10TH day of NOVEMBER, 1999.
THE CHASE MANHATTAN BANK
By /s/ GLENN G. MCKEEVER
---------------------
/s/ GLENN G. MCKEEVER
VICE PRESIDENT
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30,
1999, in accordance with a call made by the
Federal Reserve Bank of this District pursuant to
the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
<TABLE>
<CAPTION>
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .......................................... $ 13,119
Interest-bearing balances .................................. 6,761
Securities:
Held to maturity securities ..................................... 892
Available for sale securities ................................... 42,965
Federal funds sold and securities purchased under
agreements to resell ....................................... 32,277
Loans and lease financing receivables:
Loans and leases, net of unearned income ................... $130,602
Less: Allowance for loan and lease losses .................. 2,551
Less: Allocated transfer risk reserve ...................... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ..................................... 128,051
Trading Assets .................................................. 41,426
Premises and fixed assets (including capitalized
leases) .................................................... 3,190
Other real estate owned ......................................... 28
Investments in unconsolidated subsidiaries and
associated companies ....................................... 182
Customers' liability to this bank on acceptances
outstanding ................................................ 901
Intangible assets ............................................... 2,010
Other assets .................................................... 14,567
--------
TOTAL ASSETS .................................................... $286,369
</TABLE>
- 4 -
<PAGE>
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................................ $ 101,979
Noninterest-bearing ................................................ $ 42,241
Interest-bearing ................................................... 59,738
-------
In foreign offices, Edge and Agreement
subsidiaries and IBF's ............................................. 76,395
Noninterest-bearing ..................................................... $ 4,645
Interest-bearing ................................................... 71,750
Federal funds purchased and securities sold under agree-
ments to repurchase ..................................................... 36,604
Demand notes issued to the U.S. Treasury ................................ 1,001
Trading liabilities ..................................................... 30,287
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ...................... 3,606
With a remaining maturity of more than one year
through three years ......................................... 14
With a remaining maturity of more than three years ................. 91
Bank's liability on acceptances executed and outstanding ................ 901
Subordinated notes and debentures ....................................... 5,427
Other liabilities ....................................................... 11,247
TOTAL LIABILITIES ....................................................... 267,552
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................... 0
Common stock ............................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ............... 11,016
Undivided profits and capital reserves .................................. 7,317
Net unrealized holding gains (losses)
on available-for-sale securities ........................................ (743)
Accumulated net gains (losses) on cash flow hedges ...................... 0
Cumulative foreign currency translation adjustments ..................... 16
TOTAL EQUITY CAPITAL .................................................... 18,817
-------
TOTAL LIABILITIES AND EQUITY CAPITAL .................................... $ 286,369
=======
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR. ) DIRECTORS
FRANK A. BENNACK, JR. )
- 5 -
<PAGE>
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
PACIFICORP
(Exact name of obligor as specified in its charter)
STATE OF OREGON 93-0246090
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
825 N.E. MULTNOMAH
SUITE 2000
PORTLAND, OREGON 97232
(Address of principal executive offices) (Zip Code)
--------------------------------------------
FIRST MORTGAGE BONDS
(Title of the indenture securities)
<PAGE>
--------------------------------------------
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 10TH day of NOVEMBER, 1999.
THE CHASE MANHATTAN BANK
By /s/ GLENN MCKEEVER
------------------
/s/ GLENN G. MCKEEVER
VICE PRESIDENT
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1999, in
accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of
the Federal Reserve Act.
DOLLAR AMOUNTS
<TABLE>
<CAPTION>
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................................. $ 13,119
Interest-bearing balances .......................................... 6,761
Securities:
Held to maturity securities ............................................. 892
Available for sale securities ........................................... 42,965
Federal funds sold and securities purchased under
agreements to resell ............................................... 32,277
Loans and lease financing receivables:
Loans and leases, net of unearned income ........................... $130,602
Less: Allowance for loan and lease losses .......................... 2,551
Less: Allocated transfer risk reserve .............................. 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................................. 128,051
Trading Assets .......................................................... 41,426
Premises and fixed assets (including capitalized
leases) ............................................................ 3,190
Other real estate owned.................................................. 28
Investments in unconsolidated subsidiaries and
associated companies ............................................... 182
Customers' liability to this bank on acceptances
outstanding ........................................................ 901
Intangible assets ....................................................... 2,010
Other assets ............................................................ 14,567
--------
TOTAL ASSETS ............................................................ $286,369
</TABLE>
- 4 -
<PAGE>
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ................................................ $ 101,979
Noninterest-bearing ................................................ $ 42,241
Interest-bearing ................................................... 59,738
---------
In foreign offices, Edge and Agreement
subsidiaries and IBF's ............................................. 76,395
Noninterest-bearing ................................................ $ 4,645
Interest-bearing ................................................... 71,750
Federal funds purchased and securities sold under agree-
ments to repurchase ..................................................... 36,604
Demand notes issued to the U.S. Treasury ................................ 1,001
Trading liabilities ..................................................... 30,287
Otherborrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ...................... 3,606
With a remaining maturity of more than one year
through three years ......................................... 14
With a remaining maturity of more than three years ................. 91
Bank's liability on acceptances executed and outstanding ................ 901
Subordinated notes and debentures ....................................... 5,427
Other liabilities ....................................................... 11,247
TOTAL LIABILITIES ....................................................... 267,552
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus ........................... 0
Common stock ............................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ............... 11,016
Undivided profits and capital reserves .................................. 7,317
Net unrealized holding gains (losses)
on available-for-sale securities ........................................ (743)
Accumulated net gains (losses) on cash flow hedges ...................... 0
Cumulative foreign currency translation adjustments ..................... 16
TOTAL EQUITY CAPITAL .................................................... 18,817
---------
TOTAL LIABILITIES AND EQUITY CAPITAL .................................... $ 286,369
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR. ) DIRECTORS
FRANK A. BENNACK, JR. )
-5-
