<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
November 29, 1999
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 1-5152 93-0246090
(State of Incorporation) (Commission (I.R.S. Employer
File No.) Identification No.)
825 N.E. Multnomah, Suite 2000, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 813-5000
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Item 1. CHANGES IN CONTROL OF REGISTRANT
On November 29, 1999, PacifiCorp and Scottish Power PLC
("ScottishPower") completed their proposed merger under which PacifiCorp
became an indirect subsidiary of ScottishPower. PacifiCorp will continue to
operate under its current name, and its headquarters will remain in Portland,
Oregon.
Each share of common stock of PacifiCorp issued and outstanding
immediately prior to the merger was converted tax-free into a right to receive
0.58 American Depositary Shares (each ADS represents four ordinary shares) or
2.32 ordinary shares of ScottishPower. Cash will be paid in lieu of fractional
shares.
As of November 30, 1999, former PacifiCorp Chairman and CEO Keith
McKennon joined the ScottishPower Board as a non-executive Deputy Chairman and
Nolan Karras and Robert Miller, previously PacifiCorp non-executive directors,
also joined the ScottishPower Board as non-executive directors. Richard
O'Brien continues as Chief Operating Officer of PacifiCorp and is now
President.
A copy of the press release issued by ScottishPower and PacifiCorp on
November 30, 1999 with respect to effectiveness of the merger is attached
hereto as Exhibit 99 and is incorporated herein by reference.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 1, 1999, the Audit Committee of ScottishPower dismissed
Deloitte & Touche LLP as the Company's independent accountants effective
immediately following the merger. Deloitte & Touche's reports on the Company's
financial statements for the last two years did not contain an adverse opinion
or a disclaimer of opinion and the reports were not qualified or modified as
to uncertainty, audit scope or accounting principles. During the Company's
last two fiscal years and during the current year, through November 29, 1999,
there have not been any disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction
of Deloitte & Touche, would have caused it to make a reference to the subject
matter of the disagreement in connection with its reports. The Company does
not believe there is any additional information regarding Deloitte & Touche
required to be reported pursuant to Item 304 of Regulation S-K.
The Company has requested that Deloitte & Touche furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter is filed as
Exhibit 16 to this Form 8-K.
Effective November 29, 1999, ScottishPower appointed its current
auditors, PricewaterhouseCoopers LLP, as the Company's independent accountants
for the current fiscal year ending March 31, 2000. During the Company's last two
fiscal years and during the current year, through November 29, 1999, the
Company had not consulted with PricewaterhouseCoopers LLP on the application
of accounting principles to a specified transaction or on the type of audit
opinion that might be rendered on the Company's financial statements.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
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 New Scottish Power PLC,
Scottish Power plc, NA General Partnership and PacifiCorp.
(Incorporated by reference to Exhibit (2)b, Form 10-K for
the fiscal year ended December 31, 1998, File No. 1-5152).
16. Letter from Deloitte & Touche LLP re change in certifying
accountant.
99. Press Release issued by ScottishPower and PacifiCorp
November 30, 1999.
Item 8. CHANGE IN FISCAL YEAR
Effective November 30, 1999, the Company changed its fiscal year end
from December 31 to March 31, which is ScottishPower's fiscal year end. A
report on Form 10-Q, covering the three-month transition period ending March
31, 1999, will be filed with the Securities and Exchange Commission in
accordance with its rules and regulations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFICORP
(Registrant)
By: ROBERT R. DALLEY
__________________________________
Robert R. Dalley
Controller
(Chief Accounting Officer)
Date: December 6, 1999
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT DESCRIPTION PAGE
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<S> <C> <C>
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
New Scottish Power PLC, Scottish Power plc, NA
General Partnership and PacifiCorp. (Incorporated
by reference to Exhibit (2)b, Form 10-K for the
fiscal year ended December 31, 1998, File
No. 1-5152).
16 Letter from Deloitte & Touche LLP re change in
certifying accountant.
99 Press Release issued by ScottishPower and PacifiCorp
November 30, 1999.
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Deloitte &
Touche
__________ _____________________________________________________
Deloitte & Touche LLP Telephone:(503)222-1341
Suite 3900 Facsimile:(503)224-2172
111 S.W. Fifth Avenue
Portland, Oregon 97204-3642
Exhibit 16
December 6, 1999
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of
PacifiCorp and subsidiaries dated November 29, 1999.
Yours truly,
DELOITTE & TOUCHE LLP
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EXHIBIT 99
PACIFICORP SCOTTISHPOWER
November 30, 1999
FOR IMMEDIATE RELEASE
For further information, contact:
Rachel Sherrard, ScottishPower (media) 503-813-5688
Dave Kvamme, PacifiCorp (media) 503-813-7279
Scott Hibbs, PacifiCorp (investor relations) 503-813-7222
SCOTTISHPOWER AND PACIFICORP COMPLETE MERGER
PORTLAND, Ore. -- ScottishPower and PacifiCorp today announced the successful
completion of their merger, the first of its kind between utilities in the
United States and the United Kingdom.
"This merger marks a significant milestone in the histories of our companies,"
said Alan Richardson, PacifiCorp's new chief executive officer. "We set out to
complete this merger in under a year and we are delighted to have achieved our
objective."
Richardson, who has been in the western U.S. for the past year added, "We will
now focus on the task of integrating the two companies to ensure that we
deliver benefits for customers, employees and shareholders. We believe that
ScottishPower's proven expertise in transforming businesses can build on
PacifiCorp's strengths to create one of the top ten investor-owned U.S.
electric utilities."
From today, former PacifiCorp Chairman and CEO Keith McKennon joins the
ScottishPower Board as a non-executive Deputy Chairman and Nolan Karras and
Robert Miller, previously PacifiCorp non-executive directors, will also join
the ScottishPower Board as non-executive directors. Richard O'Brien will
continue as Chief Operating Officer of PacifiCorp and is confirmed as
President.
"We are pleased to have completed the merger," said McKennon. "I am confident
the combination of ScottishPower and PacifiCorp will mean good things for our
customers and for the communities we serve. It gives PacifiCorp the additional
resources we need to become a premier energy service company in the West, a
strategic focus we first launched more than a year ago."
Richardson added, "We are committed to working in partnership with customers
and community leaders to build PacifiCorp into an energy leader that will be
highly regarded for superior customer service and its commitment to employees,
the environment and the communities it serves."
The combined group will be among the world's top investor-owned electricity
companies with a market capitalization of approximately $17 billion and around
7.5 million customers across the western U.S., the U.K. and Australia. The
company will continue to be known as PacifiCorp in the U.S., and U.S.
headquarters will continue to be in Portland, Oregon.
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Under the terms of the merger, each PacifiCorp share has been exchanged for
0.58 American Depository Receipts or 2.32 ordinary shares of ScottishPower.
ScottishPower's issued ordinary share capital is increasing from 1,147 million
shares to approximately 1,837 million shares. Based on the closing price of
ScottishPower shares on Nov. 29, 1999, this values PacifiCorp at approximately
$6.5 billion.
PacifiCorp shareholders will have until Dec. 29, 1999 to elect to receive
ScottishPower ordinary shares rather than ScottishPower American Depository
Shares in exchange for their PacifiCorp shares. ScottishPower's exchange
agent, the Bank of New York, will mail transmittal materials and an election
form shortly.
PacifiCorp will pay a pre-completion dividend based upon the daily equivalent
of its current $1.08 annual dividend for the days elapsed from Nov. 15, 1999
to Nov. 28, 1999 (the day before filing of the articles of merger).
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EDITOR'S NOTES:
1. PacifiCorp serves 1.5 million electricity customers in Oregon, Utah,
Wyoming, Washington, Idaho and California. It has one of the most
extensive transmission systems in the U.S. and owns 8,445 megawatts of
low-cost thermal and hydroelectric generation. PacifiCorp also serves
560,000 electricity customers in the Australian states of Victoria, New
South Wales and Queensland, through its subsidiary Powercor.
2. ScottishPower serves 5.5 million customers - about one in five British
households. The company's activities span the generation, transmission,
distribution and supply of electricity, gas supply, water and wastewater
services and telecommunications. ScottishPower is one of the largest
industrial groups in the UK with a market capitalization of almost
$11 billion pre merger.
3. The last day of trading on the New York Stock Exchange for PacifiCorp
stock was Nov. 29, 1999.
