20060323Report of sale and issuance.pdf

BRUCE N. WILLIAMS
Treasurer
825 NE. Multnomah, Suite 1900
Portland, Oregon 97232-4116
[phone]
FAX [phone]
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- PACIFICORP
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March 22, 2006
VIA OVERNIGHT MAIL
Idaho Public Utilities 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 at the Time ofIssuance, 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 March 21 , 2006 sale and issuance of shares
of the Company s Common Stock to PacifiCorp Holdings:
Subscription Agreement dated March 21 , 2006
Report of Securities Issued
With Regard to the disposition of the proceeds from the issuance ofthe Common Stock, the Company
intends to use these proceeds to retire short-term debt obligations ofthe Company.
Under penalty of perjury, 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,
1Sv~
Bruce N. Williams
Treasurer
Enclosurescc: Doug Larson
Doug Kusyk
Jennifer Kahl
Bob Lively
Peggy Ryan
REPORT OF SECURITIES ISSUED
March 21, 2006
ACIFICORP
(the "Company
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Description of securities:902 728 Shares ofthe Company s Common Stock at a price of
$109 722 222 ($11.08 per share).
Description Amount
Gross proceeds $109 722 222
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 $109 722 222
SUBSCRIPTION AGREEMENT
The undersigned, PacifiCorp Holdings, Inc., a Delaware corporation, subscribes for and
agrees to purchase 9,902,728 shares (the "Shares ) of Common Stock of PacifiCorp, an Oregon
corporation(the "Company ), effective immediately. In consideration for the Shares and upon
acceptance of this subscription by the Board of Directors of the Company or by its duly
authorized officer, the undersigned agrees to pay the Company $109,722,222 in cash (equal to
$11.08 per share), which is the per share book value of the Common Stock of the Company.
The Shares are being p~rchased 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: March 21 , 2006 PACIFICORP HOLDINGS, INC.,
a Delaware corporation
By: Susan Reilly
Its: Executive Vice President
Accepted and called for payment
upon the tenns set forth above:
PACIFICORP,
an Oregon corporation~Nw'~
By: Bruce N. Williams
Its: Treasurer
C:\DocumentS and Seuings\eisenbs\Local Settings\Temporary Internet Files\OLK7B\SubscriptiOil Agreement PHI or PPW 03-21-06,doc