20050729Report of sale of common stock.pdf

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825 N.E. lHultno11lah, Suite 1900
Portland, Oregon 97232--1116
[phone]
FAX [phone]
BRUCE N. WILLIAMS
Treasurer \t:CEIVEO
ZOOS JUl 29 Ari 9: 52
~. PACIFICORP
July 28. 2005
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UTiLITiES CO~-1f'iISSION
VIA OVERNIGHT MAIL
Idaho Public Utility Commission
472 West Washington Street
Boise, Idaho 83702-5983
Attn: Ms. Jean D. Jewell
Commission Secretary
Re: Case No. P AC-O5-
Order No. 29786
Report of Sale and Issuance of Common Stock by PacifiCorp (the "Company ) to the
Company s Immediate Corporate Parent, PacifiCorp Holdings, Inc. ("PacifiCorp
Holdings
Dear Commissioners:
Pursuant to the referenced Order, PacifiCorp (the "Company ) submits to the Commission one
verified copy of each of the following documents relating to the July 21 , 2005 sale and issuance of shares of
the Company s Common Stock (the "Shares ) to PacifiCorp Holdings:
Subscription Agreement dated July 21 2005
Report of Securities Issued
With regard to the disposition of the proceeds from the issuance of the Shares, the Company intends
to use these proceeds to retire short-term debt obligations of the Company.
The Company also hereby reports to the Commission that this report supersedes and replaces the July
, 2005 Report of Sale and Issuance of Common Stock by the Company to the Company s Immediate
Corporate Parent, PacifiCorp Holdings, which was provided to the Commission. While the capital
contribution for the Shares was made on June 30, 2005, the actual date of the issuance of the Shares is July
2005, as documented by the enclosed Subscription Agreement.
Under penalty ofpetjury, I declare that I know the contents of the enclosed documents, and they are
true, correct, and complete.
Please contact me if you have any questions about this letter or the enclosed documents.
Sincerely,
Bruce N. Williams
Treasurer
Enclosures
cc:Andrew MacRitchie
Doug Larson
Doug Kusyk
Jeff Larsen
Bob Lively
Ron Lowder
Christy Omohundro
Portlnd2-4399149.1 0017507-00001
PACIFIC POWER UTAH POWER
REPORT OF SECURITIES ISSUED
July 28, 2005
ACIFICORP
(the "Company
Description of securities:737 090 Shares of the Company s Common Stock at a price of
$125 000 000 ($10.65 per share).
Description Amount
Gross proceeds (received June 30, 2005)$125 000 000
Underwriter s spread or commission
Securities and Exchange Commission registration fee
State commission fee
Fee for recording indenture
United States document tax
Printing and engraving expenses
Trustee s charges
Counsel fees
10.Accountant's fees
11.Cost of listing
12.Miscellaneous expenses of issue
(Describe large items)
13.Total deductions
14.Net amount realized $125 000 000.
All amounts rounded to nearest 1 000.
SUBSCRIPTION AGREEMENT
The undersigned, PacifiCorp Holdings, Inc., a Delaware corporation ("PHI"), and
PacifiCorp, an Oregon corporation (the "Company ), hereby agree to rescind that certain
Subscription Agreement dated June 30, 2005. In consideration of the capital contribution in the
amount of $125 000 000 in cash made by PHI to the Company on June 30, 2005 , receipt of
which is hereby acknowledged, the Company hereby agrees to sell to PHI, for no additional
consideration, and PHI hereby subscribes for and agrees to purchase, 11 737 090 shares (the
Shares ) of Common Stock ofPacifiCorp at a purchase price of$10., which is the per share
book value of the Common Stock of the Company determined as of the most recent month-end
prior to the capital contribution by PHI.
The Shares are being purchased for investment and not with a view to distribution. The
undersigned acknowledges that the Shares have not been registered under any state or federal
securities laws in reliance upon exemptions from the registration requirements and that a legend
referring to compliance with federal and state securities laws shall be placed on the certificate
representing the Shares.
Dated: July 21 , 2005 ACIFICORP HOLDINGS, INC.,
a Delaware corporation
By: ruce N. Williams
Its: rea~rer ()
JvJ re,,-
'"
Accepted upon the terms set forth above:
ACIFICORP,
an Oregon corporation
By: Bruce N. WilliamsIts: Treasurer