20060109Report of sale and issuance.pdf

BRUCEN. WILLIAMS
Treasurer
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825 lYE. Multnomah, Suite 1900
Portland. Oregon 97232-4116
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1* PACIFICORP
January 6. 2006
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Ji1A OVERNIGHT MAIL
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702-5983
Attn: Ms. Jean D. Jewell
Commission Secretary
Re: Case No. PAC-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 December 30 2005 sale and issuance of
shares of the Company s Common Stock to PacifiCorp Holdings:
Subscription Agreement dated December 30, 2005
Report of Securities Issued
With Regard to the disposition of the proceeds from the issuance of the Common Stock, the Company
intends to use these proceeds to retire short-term debt obligations of the 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,
j~~~
Bruce N. Williams
Treasurer
Enclosurescc: Andrew MacRitchie
Doug Larson
Doug Kusyk
Jeff Larsen
Bob Lively
Ron Lowder
Christy Omohundro
Peggy Ryan
REPORT OF SECURITIES ISSUED
December 30, 2005
ACIFICORP
(the "Company
Description of securities:627 907 Shares ofthe Company s Common Stock at a price of
$125 000 000 ($10.75 per share).
Description Amount
Gross proceeds $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, subscribes for and
agrees to purchase 11 627 907 shares (the "Shares ) of Common Stock of PacifiCorp, an Ore gon
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 $125 000 000 in cash (equal to
$10.75 per share), which is the per share book value of the Common Stock of the Company.
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: December 30, 2005 PACIFICORP HOLDINGS, INC.
By: Andrew P. Haller
tl:r(Ci
~ent
By: Richard D. Peach
Its: Senior Vice President - Finance
By: Bruce N. Williams
Its: Treasurer
Accepted and called for payment
upon the terms set forth above:
PACIFICORP,
an Oregon corporation
By: Bruce N. Williams
Its: Treasurer
S:\LegaIDept\Minutes & Resolutions\Stock Certificates & Subs Agmt\Subscription Agreement PHI of PPW 12-31-0S.doc