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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
TPC CORPORATION
(Name of Subject Company)
POWER ACQUISITION COMPANY
PACIFICORP HOLDINGS, INC.
(Bidders)
Class A Common Stock, $.01 par value, and
Class B Common Stock, $.01 par value
(Title of Class of Securities)
872616107
(CUSIP Number of Class A Common Stock)
Richard T. O'Brien
PacifiCorp Holdings, Inc.
Port of Portland Building, Suite 1600
700 NE Multnomah
Portland, Oregon 97232
(503) 731-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
Stuart W. Chestler
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
(503) 294-9500
<PAGE>
Power Acquisition Company and PacifiCorp Holdings, Inc. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (the "Statement"),
originally filed on March 18, 1997, with respect to their offer to purchase all
outstanding shares of Class A Common Stock, par value $.01 per share, and Class
B Common Stock, par value $.01 per share, of TPC Corporation, a Delaware
corporation, as set forth in this Amendment No. 1. Capitalized terms not defined
herein have the meanings assigned thereto in the Statement.
Item 11. Material to Be Filed as Exhibits.
(a)(9) Press Release, dated March 25, 1996.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 25, 1997
POWER ACQUISITION COMPANY
By DENNIS P. STEINBERG
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Dennis P. Steinberg
President
PACIFICORP HOLDINGS, INC.
By FREDERICK W. BUCKMAN
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Frederick W. Buckman
Chairman of the Board
PacifiCorp Receives Federal Trade Commission Approval to Proceed With
Acquisition of TPC
PORTLAND, Ore. -- PacifiCorp Holdings, Inc., a wholly-owned subsidiary of
PacifiCorp, received on March 24 early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Act, enabling it to proceed with the acquisition
of Houston-based TPC Corporation.
PacifiCorp announced the pending acquisition of TPC, a natural gas gathering,
processing, storage and marketing company on March 12. A cash tender offer
commenced March 18 to purchase all outstanding shares of TPC common stock for
$13.41 per share. The merger and tender offer were subject to the conditions of
the Hart-Scott-Rodino Antitrust Act, and termination of the waiting period by
the Federal Trade Commission represents significant progress in the completion
of the transaction.
The successful completion of the tender offer is the final step in the
transaction. The tender offer is conditioned upon the tender of at least a
majority of TPC's outstanding shares, and is currently scheduled to expire on
April 14, 1997.
