20050411Application part I.pdf

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BEFORE THE IDAHO PUBLIC UTILITIES COMMIS"$tleB
CASE NO. P AC-05- Zen51~PR 11 Ait1iO=
In the Matter of the Application of
ACIFICORP for authority to (1) issue and sell
or exchange not more than $1 000 000 000 of
debt, (2) enter into credit support arrangements
(3) enter into currency swaps, and (4) contribute
or sell additional debt to special purpose
entities.
It) t...;'jj:.)llC
UTI Ll T iE S G 0 r1t~1 ISSttJN
APPLICATION
PacifiCorp (Company) hereby applies for an order of the Idaho Public Utilities
Commission (Commission) authorizing the Company to (1) issue and sell or exchange, in one or
more public offerings or private placements, fixed or floating rate debt (Debt) in the aggregate
principal amount of not more than $1 000 000 000 or, if the Debt is issued at an original issue
discount, such greater amount as shall result in an aggregate offering price of not more than
000 000 000 (or its equivalent amount in, or based upon, foreign currencies detennined at the
time of issue), (2) enter into letter of credit arrangements with one or more banks or such other
agreements or arrangements as may be necessary or appropriate, from time to time, to provide
additional credit support for the payment of the principal of, the interest on, and the premium of
the Debt, (3) enter into one or more currency swaps, and (4) contribute or sell additional Debt to
special purpose entities (SPE) in an amount based upon the common securities of the SPE and
Commission approval of the proposed guarantee and expense payment agreements relating to the
preferred securities of the SPE, in each case substantially as described herein. The Company
requests that such authority remain in effect until May 31 2010, so long as the Company
maintains a BBB- or higher senior secured debt rating, as indicated by Standard & Poor s Rating
Services , and a Baa3 or higher senior secured debt rating, as indicated by Moody s Investors
Portlnd2-4493864.10 0017507 -00035
Service, Inc. The application is filed pursuant to Chapter 9, Title 61 , of the Idaho Code and
Section 141 of the Commission s Rules of Procedure.
The Company respectfully represents that:
(a)The official name of the applicant and address of its principal business office
PacifiCorp
825 N.E. Multnomah, Suite 2000
Portland, OR 97232
(b)The state and date of incorporation~ each state in which it operates as a utility
The Company was incorporated under Oregon law in August 1987 for the purpose of
facilitating consummation of a merger with Utah Power & Light Company, a Utah
corporation, and changing the state of incorporation ofPacifiCorp from Maine to Oregon.
The Company uses the assumed business names of Pacific Power & Light Company and
Utah Power & Light Company within their respective service territories located in the
states of Cali fomi a, Idaho, Oregon, Utah, Washington and Wyoming.
(c)The name, address, and telephone number of persons authorized to receive notices and
communications:
Bruce N. Williams , Treasurer
PacifiCorp
825 N.E. Multnomah, Suite 1900
Portland, OR 97232
Telephone: [phone]
Jeffery B. Erb, Assistant General Counsel
PacifiCorp
825 N.E. Multnomah, Suite 1900
Portland, OR 97232
Telephone: [phone]
The Commission is also requested to dispatch copies of all notices and communications
to the following:
John M. Schweitzer
Stoel Rives LLP
900 S.W. Fifth Avenue, Suite 2600
Portland, OR 97204-1268
Telephone: [phone]
Portlnd2-4493864.10 0017507 -00035
(d)The date by which Commission action is requested
May 31 2005.
(e)A full description of the securities proposed to be issued
(1 )
(2)
(3)
Type and nature of securities
Debt to be issued in one or more transactions as conditions permit. The Debt may
be secured or unsecured and may be subordinated or unsubordinated.
Amount of securities:
Not more than $1 000 000 000 aggregate principal amount or, if the Debt is issued
at an original issue discount, such greater amount as shall result in an aggregate
offering price of not more than $1 000 000 000 (or its equivalent amount in, or
based upon, foreign currencies determined at the time of issue); plus additional
Debt and guaranties relating to the preferred securities of special purpose entities
in amounts as described below.
Interest Rate:
If the Debt bears a fixed rate, the interest rate will be set at the time of issuance.
If the Debt bears a floating rate, the interest rate will be set periodically based
upon a published or quoted index of short-term rates.
(4)Dates of issuance and maturity
The Company expects to issue the Debt from time to time in either public
offerings or private placements for cash or in exchange for its outstanding
securities. Maturities will be established at the time of issuance.
Portlnd2-4493864.10 0017507-00035
(5)
(6)
Institutional rating of the securities, or if not rated an explanation
The Company s outstanding debt is currently rated as follows:
S ecuri ty
Senior Secured Debt
Senior Unsecured Debt
Subordinated Debt
Moody
Baal
Baa2
S&P
BBB+
BBB+
Stock Exchange on which listed
The Company has generally not listed its bonds, but has in the past listed certain
unsecured debt on The New York Stock Exchange. If the Debt is issued publicly
in an overseas market, the Debt may be listed, if appropriate, on one or more
foreign exchanges.
(7)Additional descriptive information
General : Alternatives currently available to the Company include
(1) conventional first mortgage bonds placed publicly or privately in the domestic
or foreign markets, (2) secured or unsecured medium-term notes placed publicly
or privately in the domestic or foreign markets, (3) floating rate debt placed
publicly or privately in the domestic or foreign markets, (4) Eurodollar financings
placed publicly or privately overseas, (5) debt issued overseas denominated in, or
based upon, foreign currencies combined with a currency swap to effectively
eliminate the currency risk, and (6) subordinated debt placed publicly or privately
in the domestic or foreign markets and issued either alone or in conjunction with
an offering of preferred securities by an SPE organized by the Company. A brief
description of these transactions is set forth below.
First Mortgage Bonds. First mortgage bonds have been the traditional
debt financing vehicle utilized by utilities in the U.S. and are typically
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offered in public offerings but may be privately placed. First mortgage
bonds are secured by a mortgage on the fixed assets of the utility.
Thereafter, the bonds are typically refundable at a premium over the
principal amount, with the premium declining to zero near the final
maturity of the bonds. The Company may determine that a call provision
structure is appropriate to provide financial flexibility in changing interest
rate environments.
The Company s first mortgage bonds are issued as First Mortgage Bonds
under the PacifiCorp Mortgage. The Commission has previously
authorized the Company to incur the lien of the PacifiCorp Mortgage in
Case No. U-1046-, Order No. 22157.
II.Medium-Term Notes . Medium-term notes (MTNs) are interest bearing
instruments with maturities generally ranging between 9 months and
100 years. MTNs are typically offered on a continuous basis by the
borrower through one or more managers which act as agents in placing the
notes, either domestically or through global programs. MTNs can be
offered on a secured or unsecured basis.
Compensation to the agents varies by the maturity of each tranche of
MTN s issued, but is not expected to exceed one percent of the principal
amount of notes placed.
The MTN investor universe in the U.S. consists of banks, insurance
companies, pension funds , thrifts , mutual funds, money managers
investment advisors , corporate, and nonprofit organizations. Overseas, the
Portlnd2-449J864.100017507-00035
investor profile primarily consists of banks, insurance companies , pension
funds and retail accounts.
MTN programs are generally structured to allow a wide range of terms.
Principal amount, currency, maturity, interest rate and redemption terms
are fixed at the time of sale. In the event the Company chooses to issue
MTN s in foreign currencies, a currency rate swap would be
simultaneously entered into to effectively hedge the Company s exposure
against currency risk. If the Company issues secured MTN s, they will
most likely be issued in the form of First Mortgage Bonds under the
PacifiCorp Mortgage.
III.Floating Rate Debt.Floating rate debt is a security with interest rates that
reset periodically, such as daily, weekly, monthly, quarterly, semi-
annually or annually at the option of the Company. The most common
indices used for pricing floating rate debt are based upon LIBOR
commercial paper and Treasury bills.
Refunding provisions for floating rate debt vary from transaction to
transaction depending upon the structure of the agreement. Should the
Company subsequently fix the interest rate through an interest rate swap
or cap, the cost of refunding would include the cost of unwinding the swap
or cap.
Floating rate debt could be advantageous to fixed rate debt. First, it can
provide, from time to time, the Company with a source of long-term
funding at attractive rates compared to the fixed rate market. Second, it
Portlnd2-4493864.100017507-00035
allows the Company access to the short end of the yield curve when short-
term rates are attractive. Should rates begin to increase, the Company
could execute an interest rate swap or cap to lock-in a fixed rate.
The fees associated with a floating rate debt arrangement are not expected
to exceed one percent of the principal amount of the debt.
IV.Eurodollar Financings. Eurodollar bonds or debentures are dollar-
denominated securities issued to foreign investors. Eurodollar securities
are generally placed by a foreign underwriter, or a foreign subsidiary of a
s. investment or commercial bank (bank). Eurodollar securities are
generally unsecured obligations. However, the Company may be required
to enter into a letter of credit arrangement with one or more banks or such
other agreements or arrangements as may be necessary or appropriate
from time to time, to support its obligation to repay the principal of, the
interest on, and the premium (if any) on the debt. The Company estimates
that such an arrangement could involve a fee not expected to exceed one
percent on the principal amount of the debt. The Company would receive
dollars at the time of closing and all interest and principal payments would
be made in dollars.
A Eurodollar bond issuance is typically arranged using a bank as the
underwriter (public offering) or placement agent (private offering). Its
role is to locate investors outside the United States that are interested in
purchasing financial assets in dollars. The interest rate charged on the
debt is usually a spread over U.S. Treasury obligations having a similar
Portlnd2-4493864.100017507-00035
maturity. After the call protection has expired, the bonds are generally
callable at their principal value. The issuance fee associated with a
Eurodollar bond offering is approximately two percent of the principal
amount sold.
A potential advantage of a Eurodollar offering is that it allows the
Company to access investors generally not active in the U.S. markets, and
at the same time not subject the Company to any currency exposure.
Another advantage is that, from time to time, very attractively priced
funds become available in the private Eurodollar market when an investor
with dollars attempts to invest in U.S. dollar assets. Thus, for short
periods, a market could be created wherein the issuer can obtain very
attractive rates relative to the public markets. These windows in the
market open and close very quickly making it necessary that the Company
have the opportunity to commit quickly when offered an attractive
proposal.
Foreign Currency Debt Combined with a Currency Swap. The issuance of
debt denominated in a currency other than U.S. dollars , combined with a
currency swap, would allow the Company to issue debt in a foreign
currency and execute a currency swap to effectively eliminate the currency
risk. By issuing in a foreign currency, the Company would attract
investors that would not normally be investing in its securities. Issuing
securities in a foreign currency becomes attractive when the nominal
interest rate charged in the foreign country is significantly lower than the
Portlnd2-4493864.100017507-00035
rate in the U.S. or in dollar-denominated securities. To the extent that the
cost of executing the currency swap is less than the difference between the
nominal interest rate in the foreign country and the dollar-denominated
interest rate, issuing debt in a foreign currency and executing a currency
swap provides a lower all-in cost of debt.
The foreign currencies most frequently used in the past by U.S. companies
include Euro, Swiss Francs, British Sterling, Japanese Yen, Canadian
Dollars, Australian Dollars and New Zealand Dollars. The underwriters
for a foreign currency offering are responsible to locate investors willing
to purchase the Company s debt that has principal and interest
denominated in the foreign currency. The fees for a foreign currency
offering are expected to approximate two percent of the principal amount
sold.
In order to effectively eliminate the currency risk, the Company would
enter into a currency swap that would be executed simultaneously with the
foreign currency offering. In the currency swap, the Company would
receive a stream of payments in the foreign currency exactly equal in
amount and timing to the Company s obligations for the foreign currency
debt (principal and interest). In exchange, the Company would agree to
make a stream of payments in U.S. dollars to the third party. The net
effect of the transaction is that the Company s foreign currency
obligations would be exactly offset by the foreign currency receipts under
the exchange and the Company s net payments would be in U.S. dollars.
Portlnd2-4493864.100017507-00035
Of course, whether or not the other party to the exchange performs, the
Company remains obligated under the terms of the foreign currency debt.
The Company would propose to minimize the risk of nonperformance in
the exchange through the selection of a third party participant with a long-
term credit rating of AA equivalent or better or with a third party which is
a high quality sovereign or agency of a sovereign if the tenor of the
exchange agreement is five years or longer and long-term credit rating of
A or better if the tenor is less than five years.
The fees associated with arranging a currency swap agreement are a
function of interest rates and currency differentials between the U.S. dollar
and the respective foreign currency.
Because a foreign offering with a currency swap involves two transactions
and multiple parties, the complexity and cost of trying to unwind such a
foreign offering prior to its final maturity effectively makes this type of
transaction generally non-callable prior to its final maturity.
Issuing debt denominated in a foreign currency combined with a currency
swap requires that the Company have a great degree of flexibility in
timing the offering in order to pick the currency, nominal interest rates
and exchange rate that will enable it to achieve a lower cost.
Cost Test:The Company will not undertake the proposed transactions in a
foreign market unless and until it can assure itself that the all-in cost of the
foreign borrowings proposed in this matter is no more than the all-in cost
Portlnd2-4493864.100017507-00035
of domestic borrowings for a similar term for companies of comparable
credit rating at the time of the borrowing.
VI.Subordinated Debt.It is anticipated that any subordinated debt could be
issued in one or more series pursuant to the Company s Indenture dated as
of May 1 , 1995 , as supplemented, or pursuant to a new indenture. The
Company may issue the subordinated debt (a) directly to investors as in
the issuance and sale of its 8 3/8010 Junior Subordinated Deferrable Interest
Debentures , Series A, pursuant to Case No. P AC-94-, (b) in exchange
for its outstanding securities as in the issuance of its 8.55% Junior
Subordinated Deferrable Interest Debentures, Series B , pursuant to Case
No. P AC-95-1 or (c) to a special purpose entity in support of the
preferred securities of the SPE as in the issuance and sale of its 8 1/4%
Junior Subordinated Deferrable Interest Debentures, Series C , pursuant to
Case No. P AC-96-, and its 7.700/0 Junior Subordinated Debentures
Series D, pursuant to Case No. P AC-97-
In a transaction involving preferred securities of an SPE, the Company
would organize the SPE and contribute or sell subordinated debt of the
Company to the SPE in an amount based upon the common securities of
the SPE (generally 10 of the aggregate liquidation preference of the
preferred securities issued by the SPE). The SPE would issue preferred
securities which are expected to have a liquidation preference of $25 each
have cumulative dividends payable quarterly and could be listed on the
New York Stock Exchange. In addition, the SPE would purchase
Portlnd2-4493864.100017507-00035
subordinated debt of the Company in an aggregate principal amount
corresponding to the liquidation preference of the preferred securities
issued by the SPE. In certain circumstances, the subordinated debt of the
Company underlying the preferred securities of the SPE could be
distributed to the holders of the preferred securities in connection with the
liquidation of the SPE.
In this instance, the Company would guarantee the SPE' s payment of:
(i) any accumulated and unpaid distributions required to be paid on the
preferred securities of the SPE to the extent that the SPE has funds on
hand available therefor; (ii) the redemption price with respect to any
preferred securities called for redemption to the extent that the SPE has
funds on hand available therefor; and (iii) upon a voluntary or involuntary
dissolution, winding-up or liquidation of the SPE (unless the Company
subordinated debt is distributed to holders of the SPE' s preferred
securities), the lesser of (a) the aggregate of the liquidation preference and
all accrued and unpaid distributions to the date of payment and (b) the
amount of assets of the SPE remaining available for distribution to holders
of the preferred securities. The guarantee is expected to be directly
enforceable by holders of the preferred securities issued by the SPE and
subordinate to all senior debt of the Company. It is also anticipated that
the Company and the SPE will enter into an expense reimbursement
arrangement under which the Company will agree to pay the expenses of
the SPE.
Portlnd2-4493864.100017507-00O35
(f)A description of the method of issuance and sale or procedure by which any obligation as
guarantor will be assumed
The Company proposes to issue the Debt from time to time in either public offerings or
private placements, domestically or overseas, for cash or in exchange for its outstanding
securities. The financial markets have become increasingly global and, as such, foreign
sources of capital compete directly with domestic sources for investment opportunities.
The Company finds that the variety of borrowing options available to it provide it the
financial flexibility to pursue the most attractive markets at the time of issuance to
produce the most competitive cost for the Company.
Underwriters or placement agents will be selected after negotiations with a group of
potential candidates. The firm or firms selected to lead an offering under this authority
will be determined by the Company s opinion of their ability to assist the Company in
meeting its objective of having the lowest all-in cost for the Debt to be issued. This
opinion is based upon the level of underwriting or placement fees, their knowledge of the
Company and its varied operations, and their ability to market the Debt to achieve the
Company s financing and capital structure objectives.
(g)(1) (i)The name and address of any person receiving a fee (other than a fee for technical
services) for negotiating, issuing, or selling the securities or for securing an
underwriter, sellers, or purchasers of securities except as related to a competitive
bid:
Other than for technical services, the only fees payable by the Company will be
fees and expenses to the underwriters and agents (including arrangement fees for
currency swaps). The Company may also incur an annual fee for credit support
which is not expected to exceed one percent on the principal amount of the Debt.
Portlnd2-4493864.10 0017507 -00035
(h)
(ii)The fee amount:Subject to final negotiations, the fee is not expected to exceed
0 percent of the aggregate principal amount of the Debt if the Debt is issued
overseas. If issued domestically, the fee is not expected to exceed 1.0 percent of
the aggregate principal amount of the Debt. If subordinated debt is issued, the fee
is not expected to exceed 3.15 percent of the aggregate principal amount of the
Debt. The level of the fee is only one factor in determining the overall cost of the
Debt to be issued and, as such, is not the sole basis of the financing decision.
(iii)The facts showing the reason for and reasonableness of the fee: The Company
believes that the aforementioned compensation levels to the agents or
underwriters are not greater than the usual and customary fees prevailing
currently in the market. The Company finds these fees not unreasonable given the
services provided by the agents or underwriters. The agents and the underwriters
will be familiar with the Company and its long-term financing needs. They will
be available for consultation on these matters and will assist the Company in
evaluating market conditions and in formulating the exact terms of the
transactions. See subsection (f) supra
(2)All facts showing that the applicant is or is not "controlled" by or is or is not
under the common "control" of the person listed in (g)illill
The Company will have no officer or director in common with any underwriter or
agent. All of the Company s issued and outstanding common stock is indirectly
owned by ScottishPower pIc.
The purposes of the issuance
The purposes for which the Debt is proposed to be issued in this matter are (1) the
acquisition of property, (2) the construction, completion, extension or improvement of
Port1nd2-4493 864.00017507 -00035
utility facilities, (3) the improvement of service, (4) the discharge or lawful refunding of
obligations which were incurred for utility purposes or (5) the reimbursement of the
Company s treasury for funds used for the foregoing purposes.
The Company keeps its accounts in a manner which enables the Commission to ascertain
the amount of money expended and the purposes for which the expenditures were made.
If the funds to be reimbursed were used for the discharge or refunding of obligations
those obligations or their precedents were originally incurred in furtherance of the utility
purposes listed above.
To the extent that the funds to be reimbursed were used for the discharge or refunding of
obligations, those obligations or their precedents were originally incurred in furtherance
of utility purposes (1), (2) and (3) supra
The results of the offerings are estimated to be:
ESTIMATED RESULTS OF THE OFFERING (1)
Total Percent of Total
Gross Proceeds $ 1 000 000 000 1 00.0000
Less: Agents/Underwriters
Compensation (1)
Proceeds Payable to Company
Less: Other Issuance Expenses
750,000 8750/0
991 250 000 99.1250/0
000 1250/0
990 000 000 99.0000/0Net Proceeds
(l) Assumes the issuance of first mortgage bonds.
Portlnd2A493864.100017507-00035
Other Issuance Expenses
TOT AL
000
157 775
375 000
150 000
125 000
300 000
125 000
225
U ,250 000
Regulatory agency fees
SEC fees
Company counsel fees
Accounting fees
Printing and engraving fees
Rating agency fees
Trustee/Indenture fees
Miscellaneous expenses
(i)Statement that applications for authority to finance are required to be filed with state
governments
In addition to this Application, the Company is filing applications with the Oregon Public
Utility Commission and the Washington Utilities and Transportation Commission. The
California Public Utilities Commission, the Utah Public Service Commission and the
Wyoming Public Service Commission have exempted the Company from their respective
securities statutes. The Company will not be required to obtain authorization from the
Securities and Exchange Commission under the Public Utility Holding Company Act of
1935.
(j)
A statement of the facts relied upon to show that the issuance is appropriate
As a public utility, the Company is expected to acquire, construct, improve, and maintain
sufficient utility facilities to serve its customers adequately and reliably at reasonable
cost. Issuances of the Debt are part of a program to finance the Company s facilities
taking into consideration prudent capital ratios , earnings coverage tests and market
Portlnd2-4493864.100017507-00035
(k)
(I)
(m)
uncertainties as to the relative merits of the various types of securities the Company could
sell.
Accordingly, the proposed issuances (1) are for lawful objects within the corporate
purposes of the Company, (2) are compatible with the public interest, (3) are necessary or
appropriate for or consistent with the proper performance by the Company of its service
as a public utility, (4) will not impair its ability to perform that service, and (5) are
reasonably necessary or appropriate for these purposes.
A statement of the bond indenture or other limitations on interest and dividend coverage,
and the effects of these limitations on this issuance:
See Exhibit J.
A summary of rate changes which occurred during or after or which will become
effective after the period described by the income statement included as Exhibit E
Please see the disclosures beginning on page 23 and page 38 of the Company s Quarterly
Report on Form 10-Q, enclosed herewith as Exhibit M.
Any other applicable exhibits
The following exhibits are made a part of this application:
Incorporated by
reference to:
Exhibit Case Exhibit Description
P AC- E-
02-
Third Restated Articles of Incorporation effective
November 20 , 1996, as amended effective
November 29 1999
Bylaws, as amended effective November 29, 1999P AC-
02-
Resolutions of the Board of Directors authorizing the
proposed issuances
Portlnd2-4493864. 1 00017507-00035
A statement (1) explaining the measure of control or
ownership exercised over the applicant by a utility, bank
trust company, banking association, underwriter, or
electrical equipment supplier, and (2) explaining that the
applicant is a member of any holding company system
Balance Sheet, actual and pro forma, dated
December 31 , 2004
Income Statement, actual and pro forma, for the
12 months ended December 31 , 2004
SEC Registration Statement on Form S-, as filed with
the SEC on November 22, 1999
SEC Registration Statement on Form 8-
Public invitation for proposal to purchase or underwrite
the proposed issuance (Not applicable
Copies of each proposal received for a negotiated
placement of the offering, a summary tabulation, a list of
prospective underwriters from whom no proposal was
received, and a justification of the accepted underwriting
proposal (Not applicable
Source and Uses of Treasury Funds, actual and pro
forma, dated December 31 , 2004
A statement of the bond indenture or other limitations on
interest and dividend coverage, and the effects of those
limitations on this issuance
Prospectus
Underwriting Agreement or Agency Agreement
Quarterly Report on Form 10-Q for the quarter ended
December 31 , 2004
* Exhibit or supplement to the Exhibit is to be filed as soon as available.
Port1nd2-4493864.!0 0017507-00035
PRA YER
PacifiCorp respectfully requests that the Commission enter its order in this matter
effective upon issuance, authorizing PacifiCorp to (1) issue and sell or exchange, in one or more
public offerings or private placements, fixed or floating rate Debt in the aggregate principal
amount of not more than $1 000 000 000 or, if the Debt is issued at an original issue discount
such greater amount as shall result in an aggregate offering price of not more than
000 000 000 (or its equivalent amount in, or based upon, foreign currencies detennined at the
time of issue), (2) enter into letter of credit arrangements with one or more banks or such other
agreements or arrangements as may be necessary or appropriate, from time to time, to provide
additional credit support for the payment of the principal of, the interest on, and the premium (if
any) on the Debt, (3) enter into one or more currency swaps, and (4) contribute or sell additional
Debt to one or more SPEs in an amount based upon the common securities of the SPE and
Commission approval of the proposed guarantee and expense payment agreements relating to the
preferred securities of the SPE, in each case substantially as described herein. The Company
requests that such authority remain in effect until May 31 2010, so long as the Company
maintains a BBB- or higher senior secured debt rating, as indicated by Standard & Poor s Rating
Services, and a Baa3 or higher senior secured debt rating, as indicated by Moody s Investors
Service, Inc.
Portlnd2-449J86410 00 17507 -00035
Dated at Portland, Oregon on April 8 , 2005.
ACIFICORP
By: tJ W11--.
Bruce N. Williams
Treasurer
M. Schweitzer
e 1 Rives LLP
900 S.W. Fifth Avenue, Suite 2600
Portland, OR 97204-1268
Telephone: [phone]
Attorneys for PacifiCorp
Portlnd2-4493864.10 0017507 -00035
VERIFICA TION
, Bruce N. Williams, declare, under penalty of perjury, that I am the duly appointed
Treasurer ofPacifiCorp and am authorized to make this verification. The application and the
attached exhibits were prepared at my direction and were read by me. I know the contents of the
application and the attached exhibits, and they are true, correct, and complete of my own
knowledge except those matters stated on information or belief which I believe to be true.
WITNESS my hand and the seal ofPacifiCorp on this 8th day of April, 2005.
f'~ tJ
Bruce N. Williams
(Seal)
Portlnd2-4493864.!OOO17507-00035
Exhibit B
Exhibit 3
First Mortgage, Collateral Trust Bonds and Other Debt Securities
WHEREAS , the Board of Directors of PacifiCorp (the "Company ), by
resolutions adopted August 6, 2001 (the "Prior Resolutions ) authorized
the issuance and sale or exchange by the Company from time to time
not to exceed $1 600 000 000 (or the equivalent thereof at the time
issuance in foreign currencies) in aggregate principal amount of one or
more new series of its First Mortgage and Collateral Trust Bonds, in the
fonn of secured medium-tenn notes or otherwise, to be issued under and
secured by the Company s Mortgage and Deed of Trust dated as of
January 9, 1989 to Morgan Guaranty Trust Company of New York
(JPMorgan Chase Bank ("JPMC"), successor), as Trustee, as heretofore
amended and supplemented and as it may be further amended and
supplemented (the "PacifiCorp Mortgage ), all of which has been issued
as of the date hereof; and
WHEREAS , it is now desirable to provide for the issuance of additional
bonds; now, therefore, be it
RESOLVED, that the Board of Directors of the Company hereby
authorizes the issuance and sale or exchange by the Company, from time
to time, of not to exceed $1 000 000 000 (or the equivalent thereof at the
time of issuance in foreign currencies) in aggregate principal amount of
one or more new series of its First Mortgage and Collateral Trust Bonds
(the "Bonds ), in the fonn of secured medium-term notes or otherwise, to
be issued under and secured by the PacifiCorp Mortgage; and further
RESOLVED, that the Bonds may be sold, or may be exchanged for other
outstanding securities of the Company, publicly or in private transactions
in such amounts, at such times, at such prices, may bear interest at such
variable, floating, or fixed rates, may be redeemable at such redemption
prices, mature at such date or dates and have such other terms and
characteristics as shall be fixed by an Authorizing Officer (as defined
below); provided, however, that the issuance and sale or exchange by the
Company of the Bonds shall be subj ect to (1) the Company s first having
obtained all necessary authorizations therefor from the federal and state
regulatory authorities having jurisdiction over such issuance and sale or
exchange and (2) the Company s compliance with the registration
requirements of all applicable federal and state securities laws in
connection with such issuance and sale or exchange; and further
RESOLVED, that in accordance with Section 2.03 of the PacifiCorp
Mortgage, each of the President and Chief Executive Officer, the Chief
Financial Officer, acting together with any other Senior or Executive Vice
President of the Company (each, an "Authorizing Officer ) is hereby
authorized and empowered, in the Company s name and on its behalf, to
establish one or more series of Bonds, to approve one or more
Supplemental Indentures, and an Authorizing Officer, acting alone, is
authorized to execute (by manual or facsimile signature) and deliver
Bonds in such form and containing such terms, not i11;consistent with
Section 2.03 of the PacifiCorp Mortgage (including, without limitation
the amounts thereof, the. rate or rates of interest, which may be floating or
fixed, the maturity, sinking fund and redemption or repurchase provisions
if any, and the currency denomination of any such series), as
Authorizing Officer shall approve, sllch approval to be conclusively
evidenced by a certificate of an Authorizing Officer or by transmittal of
the terms of such series by any person designated in a certificate of an
Authorizing Officer as having the authority to transmit such approval to
the Trustee under thePacifiCorp Mortgage by telegraphiq,computer or
oth~relecironic mean:s; pr9vide thateac1'l sucb series of Bonds shall be
illr~gistered form ortly"shall'havematurities at the time ofi~~uanceofnot
less than nine months. an(ll1ot. more that). 30 years; provided fgrther that an
Authorizing Officer shallnot be authorlzedto approve the issuance of any
series of Bonds with fixed interest rates or initial floating interest rates
exceeding 10 percent per annum unless specifically authorized by the
Board of Directors; and further
RESOLVED, that the officer executing any said series of Bonds is hereby
authorized and directed to deliver said Bonds to JPMC for authentication;
and that JPMC, as Trustee under the PacifiCorp Mortgage, is hereby
l"~9.~~~t~d l,Q alltp.en!j8~t~:q.QltQ,~~c;eeq OOQ, Qo. 0., QPq i:Q,aggregate
. .prihcip~l.' am.Ol.1.pt..o.f.s~~fJ.Etong~,(ql"t~~'~Cl~ixal~nt.' ther~ofaJ.,the.:~ime '0 f
tSSl13.ItC e lilfo r~i gncl.li-H~rici~s5::;116r , "iftssued;~f ati on gtftalissuedisco un t
such greater amount as shall result in an aggregate offering price of not to
exceed $1 000 000 000, and to deliver the same upon the written order or
orders of the President
, .
c:iny Senior or Executive Vice President or the
Treasurer of the Company or upon instructions given under an automated
issuance system as described more fully in the PacifiCorp Mortgage; and
further
RESOLVED, that the officers of the Company are hereby authorized and
directed to take or cause to be taken, in the Company s name and on its
behalf, any and all such further action as in their judgment may be
desirable or appropriate to cause the execution, authentication and delivery
of said Bonds as specified in the immediately preceding resolution; and
further
RESOLVED, that JPMC be and it hereby is appointed:
(c)
as agent of the Company upon whom notices, presentations and
demands to or upon the Company in respect of First Mortgage and
Collateral Trust Bonds of each such series of Bonds, or in respect
of the PacifiCorp Mortgage, may be given or made;
as agent of the Company in respect of the payment of the principal
, and the interest and any premium on, the Bonds of said series;
and
as agent of the Company in respect of the registration, transfer and
exchange of said Bonds; and further
(a)
(b)
RESOLVED, that, in connection with the issuance and sale of any series
of Bonds denominated in foreign currencies, the Company shall enter into
a currency exchange, on such terms and conditions as shall be approved
by any Authorizing Officer, in order to fix the obligation of the Company
to repay the amount of said series and interest thereon in United States
dollars; and further
RESOLVED, that, each of the Authorizing Officers and the Treasurer is
hereby authorized and empowered, in the Company s name and on its
behalf, (i) to select one or more underwriters or agents for the placement
of the Bonds and (ii) to negotiate, execute and deliver one or more
underwriting or sales agency agreements or amendments, in one or more
counterparts, including within such agreements such terms and conditions
(including terms concerning discounts or fees) as the officer or officers
executing such agreements shall approve, his, her or their execution
thereof to be conclusive evidence of such approval; and further
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arrangements in connection
with the issuance and sale or exchange of the Bonds as an Authorizing
Officer or the Treasurer shall approve after first determining that such
agreements or arrangements are necessary or appropriate in the
circumstances.
Other Debt Securities
WHEREAS , pursuant to the Prior Resolutions, the Board of Directors of
the Company authorized the issuance of $1 600 000 000 of other debt
securities in addition to, or in lieu of, Bonds, provided that the aggregate
principal amount of such other debt securities and Bonds not exceed
600 000 000, none of which other debt securities has been issued as the date hereof; and
WHEREAS, it is now desirable to reduce and restate the unused authority
under the Prior Resolutions; now, therefore, be it
RESOLVED, that, in addition to, or in lieu of, the issuance of Bonds as
authorized above, the Company is hereby authorized to issue, from time to
time through one or more offerings, not to exceed $1 000 000,000 (or the
equivalent thereof at the time of issuance in foreign currencies or currency
units) in aggregate principal amount of other debt securities (the "Debt
Securities ); provided, however, that the aggregate principal amount of
Debt Securities issued hereunder and Bonds issued pursuant to the
foregoing resolutions shall not exceed $1 000 000 000 (or the equivalent);
and further
RESOLVED, that the Debt Securities may be sold, or may be exchanged
for other outstanding securities of the Company, publicly or in private
transactions, domestically or in any foreign market, in such amounts
denominated in or based upon United States or foreign currencies, at such
times, at such prices, may bear interest at such variable, floating or fixed
rates, may be redeemable at such redemption prices, mature at such date or
dates, and have such subordination and other terms, conditions and
characteristics as shall be fixed by an Authorizing Officer or the Treasurer
subject to the limitations set forth below; provided, however, that the
issuance and sale or exchange by the Company of the Debt Securities shall
also be subject to (1) the Company s first having obtained all necessary
authorizations therefor from federal and state regulatory authorities having
jurisdiction over such issuance and sale or exchange, and (2) the
Company s compliance with the registration requirements of all applicable
state and federal securities laws in connection with such issuance and sale
or exchange; and further
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arrangements in connection
with the issuance and sale or exchange of said Debt Securities as an
Authorizing Officer or the Treasurer shall approve after first determining
that such agreements or arrangements are necessary or appropriate in the
circumstances; and further
RESOLVED, that each Authorizing Officer and the Treasurer is hereby
authorized and empowered, in the Company s name and on its behalf, (i)
to fix, or establish the procedure for fixing, the terms of any of the Debt
Securities, to approve an indenture or indentures, including supplements
thereto, and forms of notes or bonds related thereto, and to take all such
other action or actions as it may deem necessary or appropriate to facilitate
the issuance and sale or exchange of the Debt Securities (including,
without limitation, approval of any credit support or enhancement
agreements or arrangements relating to payments in respect of the Debt
Securities), provided that the interest rate on the Debt Securities, if fixed
General
shall not exceed 10 percent and, if variable, shall at the time of issuance of
such Debt Securities not be greater than 10 percent, and (ii) to approve the
listing of any or all such Debt Securities on any United States or foreign
securities exchanges (including, without limitation, approval of the
amount of such Debt Securities to be so listed).
RESOLVED, that the officers of the Company are hereby authorized, in
the Company s name and on its behalf, to prepare and file with the
California Public Utilities Commission, the Idaho Public Utilities
Commission, the Public Utility Commission of Oregon, the Public Service
Commission of Utah, the Washington Utilities and Transportation
Commission and the Wyoming Public Service Commission, as may be
appropriate or necessary, applications for orders of said regulatory
authorities authorizing or exempting the issuance and sale or exchange by
the Company of the Bonds and/or the Debt Securities (collectively, the
New Securities ), together with any and all amendments to such
applications and with any and all exhibits and other documents pertaining
to such applications or any amendments thereto, as in the judgment of
such officers may appear desirable or appropriate; and further
RESOLVED, that the acts of the officers in filing applications (and
amendments and supplements to such applications) with the regulatory
authorities named in the immediately preceding resolution, together with
the various exhibits to such applications (and such amendments and
supplements), for orders authorizing or exempting the issuance and sale or
exchange of the New Securities are hereby approved, ratified and
confirmed; and further
RESOLVED, that the officers of the Company are hereby authorized and
directed, in the Company s name and on its behalf, to make any and all
such further filings with, and to take any and all such further action in the
proceedings before, federal and state regulatory authorities as in the
judgment of the officer or officers taking such action may appear desirable
or appropriate for the purpose of obtaining any and all such further
regulatory approvals, authorizations or consents as may be required to be
obtained by the Company in connection with the consummation of the
issuance and sale or exchange by it of the New Securities; and further
RESOLVED, that each of the President and Chief Executive Officer, the
Chief Financial Officer, any Senior or Executive Vice President, and
Treasurer of the Company is hereby authorized, in the Company s name
and on its behalf, to prepare and execute, and to file or cause to be filed
with the Securities and Exchange Commission an appropriate
Registration Statement or Statements, each including a Prospectus, for the
registration of the New Securities under the Securities Act of 1933 and the
rules and regulations promulgated thereunder, in such form as they or any
of them shall approve, together with any and all such amendments to each
such Registration Statement, and with any and all such exhibits,
statements or other documents pertaining to the subject matter thereof as
in the judgment of such officers may appear desirable or appropriate; and
further
RESOLVED, that each of Judith A. Johansen Richard D. Peach and
Andrew P. Haller is hereby appointed as the true and lawful attorney of
the Company with full power to act with or without the other and with full
power of substitution, to sign each such Registration Statement for the
registration of the New Securities under the Securities Act of 1933 for and
on behalf of the Company, that each director of the Company, and each
officer of the Company who may be required to sign any such Registration
Statement and any amendments thereto, is hereby authorized to appoint
said Judith A. Johansen, Richard D. Peach and Andrew P. Haller, and each
of them severally, as the true and lawful attorney or attorneys of each such
director or officer of the Company, with full power to act with or without
the other and with full power of substitution, to sign each such
Registration Statement and any amendments thereto for or on behalf of
each such director or officer in his or her capacity or capacities as such
and that the President, any Vice President and each director of the
Company and each officer of the Company who may be required to sign
any such Registration Statement and any amendments thereto, is hereby
authorized and empowered to execute an appropriate power of attorney to
evidence such appointments as aforesaid; and further
RESOLVED, that Andrew P. Haller be and hereby is appointed as the
agent for service named in each such Registration Statement with all the
powers incident to that appointment; and further
RESOLVED, that it is desirable and in the best interests of the Company
that its securities be qualified or registered for sale in various jurisdictions
that the President, any Vice President or the Treasurer and the Secretary or
any Assistant Secretary hereby are authorized to determine the states in
which appropriate action shall be taken to qualify or register or maintain
the qualification or registration for sale of all or such part of the securities
of the Company as said officers may deem advisable, that said officers are
hereby authorized to perform on behalf of the Company any and all such
acts as they may deem necessary or advisable in order to comply with the
applicable laws of any such jurisdiction, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports , surety bonds, irrevocable consents, and
appointments of attorneys for service of process and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by
the Company of the papers and documents so executed and the action so
taken; and further
RESOLVED, that each of the Authorizing Officers and the Treasurer of
the Company is hereby authorized, in the Company s name and on its
behalf, to negotiate with agents, underwriters or other purchasers with
respect of the tenns of the issuance and sale or exchange of each offering
of the New Securities, and to execute and deliver, in the Company s name
and on its behalf, an agreement or agreements with such agents,
underwriters or purchasers providing for such issuance and sale or
exchange and containing such other terms and provisions (including,
without limitation, provisions for compensation and indemnification of
such parties) as shall be approved by the officer or officers executing such
agreement or agreements, his, her or their execution thereof to be
conclusive evidence of such approval.
Effect on Prior Resolutions
RESOLVED, that the foregoing resolutions shall supersede the Prior
Resolutions with respect to the Bonds and Debt Securities, but the
foregoing resolutions shall not affect the validity of any actions taken
reliance on such previously adopted resolutions.
Exhibit C
Statement of Control, Ownership and Holding Company Status
All ofPacifiCorp s issued and outstanding common stock is indirectly owned by Scottish
Power pIc. PacifiCorp does not directly or indirectly own, control or hold power to vote
5 percent or more of the outstanding voting securities of any public utility as defined in
the Public Utility Holding Company Act of 1935 or of any company that is a holding
company by virtue of such act, and no determination has been made by the Securities and
Exchange Commission that PacifiCorp exercises a controlling influence over any person.
PacifiCorp is an indirect subsidiary of Scottish Power pIc, which is a holding company by
virtue of the Public Utility Holding Company Act of 1935.
Portlnd2-4493864.10 0017507-00035
SEC EDGAR Submission 0000912057-99-007048 Page 1 of 58
Exhibi t F-
~SEC-DOCUMENT~0000912057 - 99-00704 8 -index. html : 19991123
~SEC-HEADER~0000912057 - 99-007048. hdr. 8gml : 19991123ACCESSION NUMBER: 0000912057 - 99-007048
CONFORMED SUBMISSION TYPE: S - 3
PUBLIC DOCUMENT COUNT: REFERENCES 429: 333-09115FILED AS OF DATE: 19991122
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
CENTRAL INDEX KEY:
STANDARD INDUSTRIAL CLASSIFICATION:
IRS NUMBER:
STATE OF INCORPORATION:
FISCAL YEAR END:
PACIFICORP IORI
0000075594
ELECTRIC & OTHER SERVICES CO
930246090
1231
FILING VALUES:
FORM TYPE:
SEC ACT:
SEC FILE NUMBER:
FILM NUMBER:
S-3
333-91411
99762043
BUSINESS ADDRESS:
STREET 1:
CITY:
STATE:
ZIP:
BUSINESS PHONE:
825 NE MULTNOMAH
PORTLAND
97232
5037312000
STE 2000
FORMER COMPANY:
FORMER CONFORMED NAME:
DATE OF NAME CHANGE:
PACIFICORP IMEI
19890628
FORMER COMPANY:
FORMER CONFORMED NAME:
DATE OF NAME CHANGE:
PC/UP&L MERGING CORP
19890628
~/SEC-HEADER~
~DOCUMENT~
~TYPE~S - 3
~SEQUENCE~ 1
~DESCRIPTION~S - 3
~TEXT~
~PAGE~
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1999
REGISTRATION NO. 333-
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
- - - - - - - - - - - - - - - - - - - - - - - -
FORM S- 3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
/ .
1 .11 ""'~~AAIAAAAA1"A~-r AI'\ ",,-r"AO
:--
..:I___L___IC IAt::
SEC EDGAR Submission 0000912057-99-007048 Page 2 of 58- - - - - - - - - - - - - - - - - - - - - -
PACIFICORP
(Exact name of registrant as specified in its charter)
c::TABLE;:.
c::S::-c::C::-
OREGON(State or other jurisdiction
incorporation or organization)
93-
(I.S. Employer
c::/TABLE::-
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Address,
825 NE MULTNOMAH
PORTLAND, OREGON 97232-4116
[phone]
including zip code, and telephone number, includingregistrant's principal executive offices)area code, of
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
RICHARD T. O'BRIEN
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING
825 NE MULTNOMAH
PORTLAND , OREGON 97232-4116
[phone]
(Name, address, including zip code, and telephone number,
of agent for service)
OFFICER
including area code,
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
c::TABLE
;:.
c::S::-c::C::-
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204 -1268
Attention of John M. Schweitzer
[phone]
Winthrop, Stimso
One Batte
New York, NewAttention of
(212 )
c::/TABLE::-
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: From time to time after this Registration Statement becomes effective as
determined by market conditions and other factors.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. I I
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. Ixi
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. I I
http://www.sec.gov/Archives/edgar/data/7 5594/0000912057 -99-007048-index.html 4/6/05
SEC EDGAR Submission 0000912057-99-007048 Page 3 of 58
If this Form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
CALCULATION OF REGISTRATION FEE
.:::
TABLE::-
.:::CAPTION::-
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED
.:::S::-
First Mortgage Bonds; Unsecured Debt Securities;
and No Par Serial Preferred Stock..
. . . . . . . . . . .
.:::/TABLE::-
AMOUNT TO BE
REGISTERED (1) (2)
.:::C::-
PROPOSED MAXI
OFFERING PRI
PER UNIT (
c::::C::-
(1) The amount to be
and the proposed
securi ties beingInstruction II.
(2) In no event will
interest) of the
$1,550,000,000.
(3) The amount of the registration fee has been calculated in accordance with
Rule 457 (0) under the Securities Act of 1933.
(4) An aggregate of $300,000,000 of securities is being carried forward from
registration statement No. 333 -09115, which registered, among othersecurities, First Mortgage Bonds, Unsecured Debt Securities and No Par
Serial Preferred Stock and as to which securities a registration fee of
$103,448 was previously paid with such registration statement, at the then-
effective rate of 1/29th of one percentum.
registered , the proposed maximum offering price
maximum aggregate offering price for each class
registered have been omitted in accordance with
of Form S-
the aggregate initial offering price (excluding accrued
securi ties issued under this Registration Statement exceed
per unit
General
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed
as part of this Registration Statement will be used as a combined prospectus in
connection wi th this Registration Statement and registration statement
No. 333-09115.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 (A)
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGIST~TION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8 (A), MAY
DETERMINE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
.:::PAGE::-
SUBJECT TO COMPLETION, DATED NOVEMBER 22, 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
PACIFICORP MAY NOT SELL, OR ACCEPT OFFERS TO BUY, THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, IS NOT
httn://www .sec. gov/ A rch1ves/ecis:r~r/ci~t;:t/7~ ~c)4/()()()()c) 1 ?()~7 -c)c)-()()7()4R-1nc1PY htm l1/h/()t::,
SEC EDGAR Submission 0000912057-99-007048 Page 4 of 58
SOLICITING AN OFFER TO BUY THESE SECURITIES, AND THERE SHALL BE NO SALES OF
THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
c::PAGE;:.
PROSPECTUS
$1,850,000,000
PACIFICORP
FIRST MORTGAGE BONDS
UNSECURED DEBT SECURITIES
NO PAR SERIAL PREFERRED STOCK
------------------
PacifiCorp, an Oregon corporation (the "Company"), may from time to timeoffer
- First Mortgage Bonds ("Additional Bonds"),
- unsecured debt securities, including subordinated debt securities
("Unsecured Debt Securities"), and
- shares of its No Par Serial Preferred Stock (" Addi tional Preferred
Stock") ,
all at prices and on terms to be determined at the time of sale. Additional
Bonds, Unsecured Debt Securities and Additional Preferred Stock collectively,the "Securities") may be issued in one or more issuances or series and the
aggregate initial offering price thereof will not exceed $1,850,000,000.
The Company will provide specific terms of the Securities, including, as
applicable, the amount offered , offering prices, interest rates, dividend rates,
maturi ties and redemption or repurchase provisions, in supplements to this
prospectus. The supplements may also add, update or change information contained
in this prospectus. You should read this prospectus and any supplements
carefully before you invest.
The Securities may be sold directly by the Company, through agents
designated from time to time or through underwriters or dealers. The supplements
to this prospectus will describe the terms of any particular plan
distribution, including any underwriting arrangements. The "Plan
Distribution" section on page 22 of this prospectus also provides more
information on this topic.
The Company's principal executive offices are located at 825 NE Multnomah,
Portland, Oregon 97232 and its telephone number is [phone].
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- - - - - - - - - - - - - - - - - - - - - -
This prospectus may not be used to consummate sales of Securities unless
accompanied by a prospectus supplement relating to the Securities offered.
THE DATE OF THIS PROSPECTUS
c::PAGE;:.
httn. 1 Iwwwsec. ~ov/ A rchives/echrar/oata/7:') :')94/00009170:')7 -99-00704R-lnnex. htm 4/f)/OS
SEC EDGAR Submission 0000912057-99-007048
TABLE OF CONTENTS
-::TABLE:;.
-::CAPTION:;.
-::s:;.
The Company...............................................
Consolidated Ratios of Earnings to Fixed Charges....
. . . . . . . .
Consolidated Ratios of Earnings to Combined Fixed Charges
and Preferred Stock Dividends. .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Find More Information.........................
Use of Proceeds.............................................
Description of Capital Stock................................
Description of Additional Bonds. . . . . . . . . . . . . . . . . . . .
. . . . . . . . .
Description of Unsecured Debt Securities....................
Book-Entry Issuance.........................................
Plan of Distribution...
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Opinions..............................................
Experts..... .......
.... ........,. ....... ...... ..............
-::/TABLE:;.
-::PAGE:;.
THE COMPANY
GENERAL
Page 5 of 58
PAGE
--------
-::C:;.
The Company is an electricity company in the United States and Australia. In
the United States, the Company conducts its retail electric utility business
Pacific Power and Utah Power, and engages in power production and sales on a
wholesale basis under the name PacifiCorp. PacifiCorp Group Holdings Company
("Holdings"), a wholly owned subsidiary, holds the stock of subsidiaries
conducting businesses not regulated as domestic electric utilities. Holdings
indirectly owns 100% of Powercor Australia Limited, the largest of the five
electric distribution companies in Victoria, Australia.
The Company I s strategic business plan is to focus on its electricity
businesses in the western United States and Australia. As part of its strategic
business plan, the Company is selling its other domestic and international
businesses, and is terminating all of its business development activities
outside of the united States and Australia. Holdings continues to liquidate
portions of the loan, leasing, real estate and affordable housing investment
portfolio of PacifiCorp Financial Services, Inc. (" PFS"). PFS presently expects
to retain only its tax-advantaged investments in leveraged lease assets and
limit its pursuit of tax-advantaged investment opportunities.
For additional information concerning the Company's business and af fairs,
including its capital requirements and external financing plans, pending legal
and regulatory proceedings including the status of industry restructuring in
the Company I s service areas and its effect on the Company, and descriptions of
1..H_./Innunr
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SEC EDGAR Submission 0000912057-99-007048 Page 6 of 58
certain laws and regulations to which it is subj ect, prospective purchasers
should refer to the documents incorporated by reference that are listed under
the caption "Where You Can Find More Information.
PROPOSED MERGER WITH SCOTTISHPOWER
On December 6, 1998, the Company signed an agreement and plan of merger with
Scottish Power pIc ("ScottishPower"). Scottishpower subsequently announced its
intention to establish a new holding company for the Scottishpower group
pursuant to a court-approved reorganization in the United Kingdom. Accordingly,
on February 23, 1999, the parties executed an amended and restated merger
agreement under which the Company will become an indirect, wholly owned
subsidiary of the new holding company, which has been renamed Scottish
Power pIc ("New ScottishPower") , and Scottishpower will become a sister company
to the Company. The combined company will have seven million customers and
23,500 employees worldwide and will be headquartered in Glasgow , Scotland. The
Company will continue to operate under its current name, and its headquarters
will remain in Portland , Oregon.
In the merger , each share of the Company I s common stock wi 11 be converted
into the right to receive 0.58 New scottishpower American Depositary Shares
(each New Scottishpower American Depositary Share represents four ordinary
shares), which will be listed on the New York Stock Exchange, or, upon theproper election of the holders of the Company's common stock, 2.32 ordinary
shares of New ScottishPower, which will be listed on the London Stock Exchange.
The proposed merger was approved by the shareholders of both companies inJune 1999. In addition , the proposed merger has received clearance from theu. S. Federal Energy Regulatory Commission, under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and from United Kingdom and Australian regulatory
authorities. The California Public utilities Commission approved the merger
application in June 1999. Formal regulatory hearings were completed in all other
states that have jurisdiction over the Company by the end of August. In October
1999, the companies received approval for the merger from the Oregon Public
Utility Commission and the Washington Utilities and Transportation Commission
and in November 1999, the Idaho Public Utilities Commission and the Public
Service Commission of Wyoming approved the merger. Both companies have anapplication
c:::PAGE::.
pending for approval with the Utah Public Service Commission. Staff members in
these states recommended approval of the merger, subj ect to certain conditions.
All Federal approvals, including, without limitation, approvals from the Federal
Communications Commission and the Nuclear Regulatory Commission, have beenobtained.
Both companies expect that all regulatory approvals will be obtained before
the end of the year.
The outstanding shares of the Company's three classes of preferred stock
will not be converted in the merger and will continue to have the same rights
and preferences they had before the merger. However, the merger agreement
requires the Company to redeem the $1.16, $1.18 and $1.28 series of its
preferred stock before the merger. The Company's outstanding debt securities,
including its first mortgage bonds and subordinated debt securities, will
continue to be outstanding after the merger.
For additional information concerning the Company's proposed merger with
ScottishPower, prospective purchasers should refer to the documents incorporated
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SEC EDGAR Submission 0000912057-99-007048 Page 7 of 58
by reference that are listed under the caption "Where You Can Find MoreInformation. "
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company for the years endedDecember 31, 1994 through 1998 and for the nine months ended September 30, 1999,
calculated as required by the Commission , are 2. 9x, 2. 7x, 2. 5x, 1.7x, 1. 6x and, respectively. For the purpose of computing such ratios, "earnings"
represents the aggregate of
(i) income from continuing operations
(ii) taxes based on income from continuing operations,
(iii) minority interest in the income of majority-owned subsidiaries that
have fixed charges,
(iv) fixed charges, and
(v) undistributed losses (income) of less than 50% owned affiliates without
loan guarantees.
Fixed charges" represents consolidated interest charges, an estimated
amount representing the interest factor in rents and preferred stock dividend
requirements of majority-owned subsidiaries, and excludes discontinuedoperations.
CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The ratios of earnings to combined fixed charges and preferred stock
dividends of the Company for the years ended December 31, 1994 through 1998 and
for the nine months ended September 30 , 1999, calculated as required by theCommission, are 2.4x, 2.3x, 2.3x, 1.6x, 1.5x and 2.5x, respectively. For the
purpose of computing such ratios
, "
earnings" represents the aggregate of:
(i) income from continuing operations
(ii) taxes based on income from continuing operations,
(iii) minority interest in the income of maj ori ty-owned subsidiaries that
have fixed charges,
( i v) fixed charge s, and
(v) undistributed losses (income) of less than 50% owned affiliates without
loan guarantees.
Fixed charges" represents consolidated interest charges, an estimated
amount representing the interest factor in rents and preferred stock dividend
requirements of majority-owned subsidiaries, and excludes discontinuedoperations. "Preferred stock dividends" represents preferred dividend
0::: PAGE,.
requirements multiplied by the ratio which pre-tax income from continuing
operations bears to income from continuing operations.
WHERE YOU CAN FIND MORE INFORMATION
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SEC EDGAR Submission 0000912057-99-007048 Page 8 of 58
This prospectus is part of a registration statement filed with the SEC. The
registration statement contains additional information and exhibits not included
in this prospectus and refers to documents that are filed as exhibits to other
SEC filings. The Company also files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy the
registration statement and any document that the Company files at the SEC' s
public reference room at 450 Fifth Street, N., Washington, D.C. 20549. You can
call the SEC's toll-free telephone number at 1-800-SEC-0330 for further
information on the public reference room. The SEC maintains a web site at
WWW. SEC. GOV that contains reports, proxy and information statements and other
information regarding companies (such as the Company) that file documents with
the SEC electronically. The documents can be found by searching the EDGAR
Archives at the SEC's web site. The Company's SEC filings, and other information
on the Company, may also be obtained on the Internet at its web site at
WWW.PACIFICORP.COM although information contained on the Company's web site does
not constitute part of this prospectus.
The SEC allows the Company to "incorporate by reference" the information
that it files with the SEC, which means that the Company can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and should
be read with the same care. Later information that the Company files with the
SEC will automatically update and supersede information in this prospectus or anearlier filed document. The Company has filed with the SEC and incorporates by
reference the documents below:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as amended by the Company's Form 10-K/A datedApril 30, 1999 and the Company's Form 10-K/A dated June 29, 1999;
(ii) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 , 1999, June 30 , 1999 and September 30 , 1999;
(iii) The Company's Current Reports on Form 8-K dated December 7, 1998(inc I uding Form 8 - K/ A Amendment No.1), February 16, 1999 and May
1999; and
(iv) The Company's definitive Proxy Statement/Prospectus dated May
which is part of the Registration Statement on Form F-4 filed on
May 6, 1999 by Scottish Power pIc and New Scottish Power pIc
Registration No. 333-77877.
1999,
You may request a free copy of any of these filings by writing or
telephoning the Company at the following address or telephone number:
ATTENTION:
PACIFICORP
825 NE MULTNOMAH
PORTLAND, OREGON 97232
WILLIAM E. PERESSINI, VICE PRESIDENT
TELEPHONE NUMBER: [phone]
AND TREASURER
You should rely only on the information contained in, or incorporated by
reference in, this prospectus and the prospectus supplement. The Company has
not, and any underwriters, agents or dealers have not, authorized anyone else to
provide you with different information. The Company is not, and any
underwri ters, agents or dealers are not, making an off er of these Securities in
any state where the offer is not permitted. You should not assume that the
information contained in this prospectus and the prospectus supplement is
accurate as of any date other than the date on the front
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SEC EDGAR Submission 0000912057-99-007048 Page 9 of 58
~PAGE~
of the prospectus supplement or that the information incorporated by reference
in this prospectus is accurate as of any date other than the date on the front
of those documents.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to
be received by the Company from the issuance and s~le of the Securities will
initially become part of the general funds of the Company and will be used to
repay all or a portion of the Company's short-term borrowings outstanding at the
time of issuance of the Securities or may be applied to utility asset purchases
new construction or other corporate purposes, including the refunding oflong-term debt.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of three classes ofpreferred stock ("Preferred Stock"): 126,533 shares of 5% Preferred Stock of the
stated value of $100 per share (" 5% Preferred Stock"), 500 ,000 shares of
Serial Preferred Stock of the stated value of $100 ~er share ("Serial Preferred
Stock") and 16,000, 000 shares of No Par Serial Preferred Stock ("No Par Serial
Preferred Stock"); and 750,000,000 shares of Common Stock' ("Common Stock"
) .
Following is a brief summary of the relative rights and preferences of thevarious classes of the Company 's capital stock, which does not purport to be
complete. For a complete description of the relative rights and preferences
the various classes of the Company's capital stock, reference is made to
Article III of the Company I s Third Restated Articles of Incorporation (the"Articles"), a copy of which is an exhibit to the registration statement.
GENERAL
The Company I s Articles provide that Serial Preferred Stock and No Par Serial
Preferred Stock each may be issued in one or more series and that all such
series of each such class, respectively, shall constitute one and the same class
of stock, shall be of equal rank and shall be identical in all respects except
as to the designation thereof and except that each series may vary, as fixed and
determined by the Company's Board of Directors at the time of its creation and
expressed in a resolution , as to:
- the dividend rate or rates, which may be subj ect to adj ustment,
- the date or dates from which dividends shall be cumulative,
- the dividend payment dates,
- the amount to be paid upon redemption, if redeemable, or in the event of
voluntary liquidation , dissolution or winding up of the Company,
the rights of conversion , if any, into shares of Common Stock and the
terms and conditions of any such conversion,
- provisions, if any, for the redemption or purchase of shares, which may be
at the option of the Company or upon the happening of a specified event or
events, including the times, prices or rates , which may be subj ect
adjustment, and
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SEC EDGAR Submission 0000912057-99-007048 Page 10 of 58
- with respect to the No Par Serial Preferred Stock, voting rights.
The specific terms of the series of Additional Preferred Stock to which this
prospectus relates, including the dividend rate (or, if the rate is not fixed,
the method of determining the dividend rate) and restrictions, the liquidation
preference per share, the voting rights for shares of such series, redemption or
conversion provisions, if any, and other specific terms of such series, will be
set forth in a prospectus supplement.
c::PAGE:::-
DIVIDENDS
Each class of Preferred Stock is entitled, pari passu with each other class
and in preference to the Common Stock, to accumulate dividends at the rate or
rates, which may be subj ect to adjustment, determined in accordance with the
Articles at the time of creation of each series. Subject to the prior rights of
each class of Preferred Stock (and to the rights of any other classes ofpreferred stock hereafter authorized), the Common Stock alone is entitled to all
dividends other than those payable in respect of each class of Preferred Stock.
For certain restrictions on the payment of dividends, reference is made to
the notes to the audited consolidated financial statements included in the
Company's Annual Report on Form 10 -K incorporated by reference herein and to
"Description of Additional Bonds
- -
Dividend Restrictions" herein.
LIQUIDATION RIGHTS
Upon involuntary liquidation of the Company, each class of Preferred Stock
is entitled, pari passu with each other class and in preference to the Common
Stock, to the stated value thereof or, in the case of the No Par SerialPreferred Stock, the amount fixed as the consideration therefor in the
resolution creating the series of No Par Serial Preferred Stock, in each case
plus accrued dividends to the date of distribution.
Upon voluntary liquidation of the Company, each outstanding series of No Par
Serial Preferred Stock (other than the $7.70 Series and the $7.48 Series, which
are entitled to $100 per share) and Serial Preferred Stock (other than the
00%, 6.00%, 5.00% and 5.40% Series, which are entitled to $100 per share) isenti tIed to an amount equal to the then current redemption price for such series
and the 5% Preferred Stock is entitled to $110 per share, in each case plus
accrued dividends to the date of distribution, pari passu with each other class
and in preference to the Common Stock.
Subj ect to the
any other class of
is entitled to all
Company other than
rights of each class of Preferred Stock (and to the rights of
preferred stock hereafter authorized), the Common Stock alone
amounts available for distribution upon liquidation of the
those to be paid on each class of Preferred Stock.
VOTING RIGHTS
The holders of the 5% Preferred Stock, serial Preferred Stock and Common
Stock are entitled to one vote for each share held on matters presented to
shareholders generally. The holders of the No Par Serial Preferred Stock are
entitled to such voting rights as are set forth in the Articles upon creation of
each series. Certain series of No Par Serial Preferred Stock may not be entitled
to vote on matters presented to shareholders generally, including the election
of directors. During any periods when dividends on any class of Preferred Stock
are in defaul t in an amount equal to four full quarterly payments or more per
share, the holders of all classes of Preferred Stock , voting as one class
SEC EDGAR Submission 0000912057-99-007048 Page 11 of 58
separately from the holders of the Common Stock, have the right to elect a
maj ori ty of the full Board of Directors. No Preferred Stock dividends are in
arrears at the date of this prospectus.
Holders of the outstanding shares of any class of Preferred Stock areenti tIed to vote as a class on certain matters, such as changes in the aggregate
number of authorized shares of the class and certain changes in thedesignations, preferences, limitations or relative rights of the class. The vote
of holders of at least two-thirds of each class of Preferred Stock is requiredprior to creating any new stock ranking prior thereto or altering its express
terms to its prejudice. The vote of holders of a maj ori ty of all classes of
Preferred Stock, voting as one class separately from the holders of the Common
Stock, is required prior to merger or consolidation and prior to making certain
unsecured borrowings and certain issuances of Preferred Stock.
o::::PAGE::-
None of the Company I s outstanding shares of capital stock has cumulativevoting rights, which means that the holders of more than 50% of all outstanding
shares entitled to vote for the election of directors can elect 100% of the
directors if they choose to do so, and, in such event, the holders of theremaining less than 50% of the shares will not be able to elect any person or
persons to the Board of Directors.
None of the Company's outstanding shares of capital stock has any preemptiverights.
VOTING ON CERTAIN TRANSACTIONS
Under the Articles, certain business transactions with a Related Person (asdefined below), including a merger, consolidation or plan of exchange of the
Company or its subsidiaries, or certain recapitalizations, or the sale or
exchange of a substantial part of the assets of the Company or its subsidiaries
or any issuance of voting securities of the Company, will require in addition to
existing voting requirements, approval by at least 80% of the outstanding VotingStock (for purposes of this provision, Voting Stock is defined as all of theoutstanding shares of capital stock of the Company entitled to vote generally inthe election of directors, considered as one class). A Related Person includes
any shareholder that is, directly or indirectly, the beneficial owner of 20%
more of the Voting Stock. The 80% voting requirement will not apply in thefollowing instances:
- The Related Person has no direct or indirect interest in the proposed
transaction except as a shareholder;
- The shareholders, other than the Related Person, will receive
consideration for their Voting Stock having a fair market value per share
at least equal to, or in the opinion of a majority of the ContinuingDirectors (as defined in the Articles) at least equivalent to, the highestper-share price paid by the Related Person for any Voting Stock acquiredby it;
- At least two-thirds of the Continuing Directors expressly approved in
advance the acquisition of the Voting Stock that caused such Related
Person to become a Related Person; or
- The transaction is approved by at least two-thirds of the ContinuingDirectors.
This provision of the Articles may be amended or replaced only upon the
SEC EDGAR Submission 0000912057-99-007048 Page 12 of 58
approval of the holders of at least 80% of the Voting Stock.
CLASSIFICATION OF BOARD; REMOVAL
The Board of Directors of the Company is divided into three classes,
designated Class I, Class II, and Class III, each class as nearly equal in
number as possible. The directors in each class serve staggered three-year terms
such that one-third (or as close thereto as possible) of the Board of Directors
is elected each year. A vote of at least 80% of the votes entitled to be cast at
an election of directors is required to remove a director without cause, and at
least two-thirds of the votes entitled to be cast at an election of directors
are required to remove a director for cause. Any amendment or revision of this
provision requires the approval of at least 80% of the votes entitled to be cast
at an election of directors.
DESCRIPTION OF ADDITIONAL BONDS
GENERAL
Additional Bonds may be issued from time to time under the Company'
Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented (the "Mortgage"), with The Chase Manhattan Bank (formerly known as
Chemical Bank), as successor trustee (the "Mortgage Trustee"). The following
summary is subj ect to the provisions of and is qualif ied by reference to the
Mortgage, a copy of which is an exhibit to the Registration Statement. Whenever
particular provisions or defined
-:::PAGE;::.
terms in the Mortgage are referred to herein, such provisions or defined terms
are incorporated by reference herein. Section and Article references used herein
are references to provisions of the Mortgage unless otherwise noted.
The Mortgage provides that in the event of the merger or consolidation of
another electric utility company with or into the Company! or the conveyance or
transfer to the Company by another such company of all or substantially all of
such company's property that is of the same character as Property Additions
under the Mortgage, an existing mortgage constituting a first lien on operating
properties of such other company may be designated by the Company as aClass "A" Mortgage. (Section 11.06) Bonds thereafter issued pursuant to such
additional mortgage would be Class "A" Bonds and could provide the basis for the
issuance of Bonds under the Mortgage.
The Company expects to issue Additional Bonds in the form of fully
registered bonds and, except as may be set forth in any prospectus supplement
relating to such Additional Bonds, in denominations of $1,000 and any multiple
thereof. They may be transferred without charge , other than for applicable taxes
or other governmental charges, at the offices of the Mortgage Trustee, New York,
New York. Any Additional Bonds issued will be equally and ratably secured with
all other bonds issued under the Mortgage. See "Book-Entry Issuance.
MATURITY AND INTEREST PAYMENTS
Reference is made to the prospectus Supplement relating to any Addi tional
Bonds for the date or dates on which such Bonds will mature; the rate or rates
per annum at which such Bonds will bear interest; and the times at which such
interest will be payable. These terms and conditions, as well as the terms and
condi tions relating to redemption and purchase referred to under
" - -
Redemption
or Purchase of Additional Bonds" below, will be as established in or pursuant to
resolutions of the Board of Directors of the Company at the time of issuance
SEC EDGAR Submission 0000912057-99-007048 Page 13 of 58
the Addi tional Bonds.
REDEMPTION OR PURCHASE OF ADDITIONAL BONDS
The Additional Bonds may be redeemable, in whole or in part, on not less
than 30 days I notice either at the option of the Company or as required by the
Mortgage or may be subj ect to repurchase at the option of the holder.
Reference is made to the prospectus Supplement relating to any Additional
Bonds for the redemption or repurchase terms and other specific terms of such
Bonds.
If, at the time notice of redemption is given, the redemption moneys are not
held by the Mortgage Trustee, the redemption may be made subj ect to their
receipt on or before the date fixed for redemption and such notice shall be of
no effect unless such moneys are so received.
While the Mortgage, as described below , contains provisions for the
maintenance of the Mortgaged and Pledged Property, the Mortgage does not
redemption of Bonds pursuant to these provisions. There is no sinking or
analogous fund in the Mortgage.
permi t
Cash deposited under any provisions of the Mortgage may be applied (withcertain exceptions) to the redemption or repurchase of Bonds of any series.
(Articles XII and XIII)
SECURITY AND PRIORITY
The Bonds issued under the Mortgage will be secured by a first mortgage lien
on certain utility property owned from time to time by the Company and/orClass "A" Bonds held by the Mortgage Trustee. The Lien of the Mortgage is
subj ect to Excepted Encumbrances including tax and construction liens, purchase
money liens and certain other exceptions.
o::::PAGE)o
There are excepted from the Lien of the Mortgage all cash and securities
(except those specifically deposited); equipment, materials or supplies held for
sale or other disposition; any fuel and similar consumable materials andsupplies; automobiles, other vehicles, aircraft and vessels; timber minerals,
mineral rights and royal ties; receivables, contracts, leases and operating
agreements; electric energy, gas, water, steam, ice and other products for sale,
distribution or other use; natural gas wells; gas transportation lines or other
property used in the sale of natural gas to customers or to a natural gas
distribution or pipeline company, up to the point of connection with anydistribution system; the Company's interest in the Wyodak Facility; and all
properties that have been released from the discharged Mortgages and Deeds of
Trust, as supplemented, of Pacific Power & Light Company and Utah Power & Light
Company and that PacifiCorp, a Maine corporation, or Utah Power & Light Company,
a Utah corporation, contracted to dispose of, but title to which had not passed
at the date of the Mortgage. The Company has reserved the right, without any
consent or other action by holders of Bonds of the Eighth Series or any
subsequently created series of Bonds (including the Additional Bonds), to amend
the Mortgage in order to except from the Lien of the Mortgage allowances
allocated to steam-electric generating plants owned by the Company, or in which
the Company has interests, pursuant to Ti tIe IV of the Clean Air Act Amendmentsof 1990, as now in effect or as hereafter supplemented or amended.
The Mortgage contains provisions subj ecting after-acquired property to the
Lien thereof. These provisions may be limited I at the option of the Company I in
SEC EDGAR Submission 0000912057 -99-007048 Page 14 of 58
the case of consolidation or merger (whether or not the Company is the surviving
corporation), conveyance or transfer of all or substantially all of the utility
property of another electric utility company to the Company or sale
substantially all of the Company I s assets. In addition, after-acquired property
may be subj ect to a Class "A" Mortgage, purchase money mortgages and other liens
or defects in title. (Section 18.03)
The Mortgage provides that the Mortgage Trustee shall have a lien upon the
mortgaged property, prior to the holders of Bonds, for the payment of its
reasonable compensation and expenses and for indemnity against certainliabilities. (Section 19.09)
ISSUANCE OF ADDITIONAL BONDS
The maximum principal amount of Bonds which may be issued under the Mortgage
is not limited. Bonds of any series may be issued from time to time on the basis
of:
(1) 70% of qualified Property Additions after adjustments to offset
retirements;
(2) Class "A" Bonds (which need not bear interest) delivered to the Mortgage
Trustee;
(3) retirement of Bonds or certain prior lien bonds; and/or
(4) deposits of cash.
with certain exceptions in the case of clause (2) and (3) above, the issuance of
Bonds is subj ect to Adjusted Net Earnings of the Company for 12 consecutive
months out of the preceding 15 months, before income taxes, being at least twice
the Annual Interest Requirements on all Bonds at the time outstanding, including
the issue of Additional Bonds, all outstanding Class II A" Bonds held other than
by the Mortgage Trustee or by the Company, and all other indebtedness secured by
a lien prior to the Lien of the Mortgage. In general, interest on variableinterest bonds, if any is calculated using the rate then in effect.
(Articles IV through VII)
Property Additions generally include electric , gas, steam and/or hot waterutili ty property but not fuel, securities, automobiles, other vehicles or
aircraft, or property used principally for the production or gathering ofnatural gas. (Section 1.04)
The issuance of Bonds on the basis of Property Additions subject to prior
liens is restricted. Bonds may, however, be issued against the deposit of Class
"A" Bonds. (Sections 1.04 to 1.07 and 4.01 to 7.01)
c::PAGE:::-
RELEASE AND SUBSTITUTION OF PROPERTY
Property subj ect to the Lien of the Mortgage may be released upon the basis
of:
(1) the release of such property from the Lien of a Class II A" Mortgage;
(2) the deposit of cash or, to a limi ted extent, purchase money mortgages;
(3) Property Additions, after making adj ustments for certain prior lien
bonds outstanding against Property Addi tions; and/or
SEC EDGAR Submission 0000912057-99-007048 Page 15 of 58
(4) waiver of the right to issue Bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property
that does not constitute Funded Property may be released without funding other
property. Similar provisions are in effect as to cash proceeds of such property.
The Mortgage contains special provisions with respect to certain prior lien
bonds deposited and disposition of moneys received on deposited prior lienbonds. (Sections 1.05, 7., 7.03, 9.05, 10.01 to 10.04 and 13.03 to 13.09)
CERTAIN COVENANTS
The Mortgage contains a number of covenants by the Company for the benefit
of bondholders, including provisions requiring the Company to maintain the
Mortgaged and Pledged Property as an operating system or systems capable of
engaging in all or any of the generating, transmission, distribution or other
utility businesses described in the Mortgage. (Article IX; Section 9.06)
DIVIDEND RESTRICTIONS
The Mortgage provides that the Company may not declare or pay dividends
(other than dividends payable solely in shares of Common Stock) on any shares of
Common Stock if, after giving effect to such declaration or payment, the Company
would not be able to pay its debts as they become due in the usual course ofbusiness. (Section 9.07) Reference is made to the notes to the audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K incorporated by reference herein for information relating to otherrestrictions.
FOREIGN CURRENCY DENOMINATED BONDS
The Mortgage authorizes the issuance of Bonds denominated in foreign
currencies, PROVIDED that the Company deposits with the Mortgage Trustee a
currency exchange agreement with an entity having, at the time of such deposit,
a financial rating at least as high as that of the Company that, in the opinion
of an independent expert, gives the Company at least as much protection against
currency exchange fluctuation as is usually obtained by similarly situated
borrowers. The Company believes that such a currency exchange agreement will
provide effective protection against currency exchange fluctuations. However,
the other party to the exchange agreement defaults and the foreign currency
valued higher at the date of maturity than at the date of issuance of therelevant Bonds, holders of such Bonds would have a claim on the assets of the
Company which is greater than that to which holders of dollar-denominated Bonds
issued at the same time would be entitled.
THE MORTGAGE TRUSTEE
The Chase Manhattan Bank acts as lender under loan agreements with the
Company and affiliates of the Company, and serves as trustee under indentures
and other agreements involving the Company and its affiliates.
.::::PAGE;::.
MODIFICATION
The rights of bondholders may be modified with the consent of holders of 60%
of the Bonds, or , if less than all series of Bonds are adversely affected, the
consent of the holders of 60% of the series of Bonds adversely affected. Ingeneral, no modification of the terms of payment of principal, premium, if any,
or interest and no modification affecting the Lien or reducing the percentage
SEC EDGAR Submission 0000912057-99~O07048 Page 16 of 58
required for modification is effective against any bondholder without the
consent of such holder. (Article XXI)
Unless there is a Default under the Mortgage, the Mortgage Trustee generally
is required to vote Class "A" Bonds held by it with respect to any amendment of
the applicable Class "A" Mortgage proportionately with the vote of the holders
of all Class "A" Bonds then actually voting. (Section 11.03)
DEFAULTS AND NOTICE THEREOF
"Defaults" are defined in the Mortgage as:
(1) defaul t in payment of principal;
(2) default for 60 days in payment of interest or an installment of any
fund required to be applied to the purchase or redemption of any Bonds;
(3) default in payment of principal or interest with respect to certainprior lien bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) defaul t in other covenants for 90 days after notice; or
(6) the existence of any default under a Class "A" Mortgage which
permits the declaration of the principal of all of the bonds secured byClass "A" Mortgage and the interest accrued thereupon due and payable.
(Section 15.01)
such
An effective default under any Class "A" Mortgage or under the Mortgage will
result in an effective default under all such mortgages. The Mortgage Trustee
may withhold notice of default (except in payment of principal, interes t funds for retirement of Bonds) if it determines that it is not detrimental to
the interests of the bondholders. (Section 15.02)
The Mortgage Trustee or the holders of 25% of the Bonds may declare the
principal and interest due and payable on Default, but a majority may annul such
declaration if such Default has been cured. (Section 15.03) No holder of Bonds
may enforce the Lien of the Mortgage without giving the Mortgage Trustee writtennotice of , a Default and unless the holders of 25% of the Bonds have requested
the Mortgage Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred thereby and the Mortgage Trustee shall have failed to act.
(Section 15.16) The holders of a maj ori ty of the Bonds may direct the time,
method and place of conducting any proceedings for any remedy available to the
Mortgage Trustee or exercising any trust or power conferred on the MortgageTrustee. (Section 15.07) The Mortgage Trustee is not required to risk its funds
or incur personal liability if there is reasonable ground for believing that
repayment is not reasonably assured. (Section 19.08)
DEFEASANCE
Under the terms of the Mortgage, the Company will be discharged from any and
all obligations under the Mortgage in respect of the Bonds of any series if the
Company depos its with the Mortgage Trustee, in trust, moneys or Government
Obligations, in an amount sufficient to pay all the principal of , premium (if
any) and interest on, the Bonds of such series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Mortgage
Trustee need not accept such deposit unless it is accompanied by an Opinion
Counsel to the effect that (a) the Company has received from, or there has been
SEC EDGAR Submission 0000912057-99-007048 Page 17 of 58
published by, the Internal Revenue Service a ruling or, since the date of the
0:: PAGE;::.
Mortgage, there has been a change in applicable federal income tax law , in
ei ther case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the holders of such Bonds or the right of payment of interest
thereon (as the case may be) will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, and/or ensuing discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit, and/or
discharge had not occurred. (Section 20.02)
Upon such deposit, the obligation of the Company to pay the principal of
(and premium, if any) and interest on such Bonds shall cease, terminate and be
completely discharged.
In the event of any such defeasance and discharge
holders of Bonds of such series would be able to look
for payment of principal of (and premium, if any) and
Bonds of such series. (Section 20.02)
of Bonds of such series,
only to such trust fund
interest, if any, on the
~PAGE;::.
DESCRIPTION OF UNSECURED DEBT SECURITIES
GENERAL
The Unsecured Debt Securities may be issued from time to time in one or more
series under an indenture or indentures (each, an "Indenture"), between the
Company and the trustees named below , or other bank or trust company to be namedas trustee (each, an "Indenture Trustee"). The Unsecured Debt Securities will be
unsecured obligations of the Company. If so provided in the prospectus
Supplement, the Unsecured Debt Securities will be subordinated obligations of
the Company (" Subordinated Debt Securities"). Except as may otherwise be
described in the prospectus supplement, Subordinated Debt Securities wi 11 be
issued under the Indenture, dated as of May 1, 1995, as supplemented (the
"Subordinated Indenture "), between the Company and The Bank of New York, as
Trustee. Except as may otherwise be described in the prospectus supplement,
Unsecured Debt Securities other than Subordinated Debt Securities will be issued
under an Indenture, dated as of September 1, 1996 (the "Unsecured Indenture"),
between the Company and The Chase Manhattan Bank, as Trustee. Except as
otherwise specified herein, the term Indenture " includes the Subordinated
Indenture and the Unsecured Indenture.
The following summary is subj ect to the provisions of and is qualif ied by
reference to the Indenture, which is filed as an exhibit to or incorporated by
reference in the registration statement. Whenever particular provisions or
defined terms in the Indenture are referred to herein , such provisions or
defined terms are incorporated by reference herein. Section and Article
references used herein are references to provisions of the Indenture unless
otherwise noted.
The Indenture provides that Unsecured Debt Securities may be issued from
time to time in one or more series pursuant to an indenture supplemental to the
Indenture or a resolution of the Company I s Board of Directors. (Section 2.01)
The Indenture does not limit the aggregate principal amount of Unsecured Debt
Securities which may be issued thereunder. The Company I s Articles limit the
amount of unsecured debt that the Company may issue to the equivalent of 30% of
the total of all secured indebtedness and total equity. On June 17, 1999, a
SEC EDGAR Submission 0000912057-99-007048 Page 18 of 58
majority of the holders of the three classes of PacifiCorp preferred stock,
voting together as a single class, consented to an increase of $5 billion in. the
amount of unsecured indebtedness permitted under the Company I s Articles. At
September 30, 1999, approximately $1.2 billion of unsecured debt was outstanding
and approximately $5.9 billion of additional unsecured debt could have been
issued under this provision and consent. The Indenture does not contain any
provisions that would limit the ability of the Company to incur indebtedness or
that would afford holders of Unsecured Debt Securities protection in the event
of a highly leveraged or similar transaction involving the CQmpany or in the
event of a change of control.
t.,
Reference is made to the prospectus supplement which will accompany this
prospectus for the following terms of the series of Unsecured Debt Securitiesbeing offered thereby:
- the speci f ic title of such Unsecured Debt Securities;
- any limit on the aggregate principal amount of such Unsecured Debt
Securi ties;
- the date or dates on which the principal of such Unsecured Debt Securities
is payable;
- the rate or rates at which such Unsecured Debt Securities will bear
interest or the manner of calculation of such rate or rates;
- the date or dates from which such interest shall accrue, the interest
payment dates on which such interest will be payable or the manner
determination of such interest payment dates and the record dates for the
determination of holders to whom interest is payable on any such interest
payment dates;
o:::PAGE::.
- the period or periods within which, the price or prices at which and the
terms and conditions upon which such Unsecured Debt Securities may be
redeemed, in whole or in part, at the option of the Company;
- the obligation, if any, of the Company to redeem or purchase such
Unsecured Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of the holder thereof and the period orperiods, ,the price or prices at which and the terms and conditions upon
which such Unsecured Debt Securities shall be redeemed or purchased, in
whole or part, pursuant to such obligation;
- the form of such Unsecured Debt Securities;
- if other than denominations of $1,000 (except with respect to Subordinated
Debt Securities issued pursuant to the Subordinated Indenture, in which
case other than denominations of $25) or in either case any integral
mul tiple thereof the denominations in which such Unsecured Debt
Securities shall be issuable; and
any and all other terms with respect to such series.(Section 2.01)
For Subordinated Debt Securi ties issued pursuant to the Subordinated
Indenture the applicable prospectus supplement will also describe (a) the
right, if any, to extend the interest payment periods and the duration of suchextension and (b) the subordination terms of the Subordinated Debt Securities to
the extent such subordination terms vary from those described under
SEC EDGAR Submission 0000912057-99-007048 Page 19 of 58
- -
Subordination" below.
SUBORDINATION
The Subordinated Indenture provides that Subordinated Debt Securities are
subordinate and junior in right of payment to the prior 'payment in full of all
Senior Indebtedness (as defined below) of the Company as provided in the
Subordinated Indenture. No payment of principal of (including redemption and
sinking fund payments), or premium, if any, or interest on, the Subordinated
Debt Securities may be made if any Senior Indebtedness is not paid when due, any
applicable grace period with respect to such default has ended and such default
has not been cured or waived, or if the maturity of any Senior Indebtedness has
been accelerated because of a default. Upon payment by the Company or any
distribution of assets of the Company to creditors upon any dissolution,
winding-up, liquidation or reorganization, whether voluntary or involuntary or
in bankruptcy, insolvency, receivership or other proceedings, all amounts due or
to become due on all Senior Indebtedness must be paid in full before the holders
of the Subordinated Debt Securities are entitled to receive or retain any
payment. The rights of the holders of the Subordinated Debt Securities will be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions applicable to Senior Indebtedness until all amounts
owing on the Subordinated Debt Securities (including the Subordinated Debt
Securities to be offered hereby) are paid in full. (Sections 14.01 to 14.04 of
the Subordinated Indenture)
The term Senior Indebtedness" shall mean the principal of and premium, if
any, and interest on and any other payment due pursuant to any of the following,
whether outstanding at the date of execution of the Subordinated Indenture orthereafter incurred, created or assumed:
(1) all indebtedness of the Company evidenced by notes (including
indebtedness owed to banks), debentures, bonds or other securities sold by
the Company for money;
(2) all indebtednessclause (1) assumed by or
effect guaranteed by the
contingent or otherwise;
of others of the kinds described in the preceding
guaranteed in any manner by the Company or in
Company through an agreement to purchase,
and
.::PAGE:::-
(3) all renewals, extensions or refundings of indebtedness of the kinds
described in either of the preceding clauses (1) and (2);
unless, in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such
indebtedness, renewal, extension or refunding is not superior in right of
payment to or is PARI PASSU with the Subordinated Debt Securities. Such
Senior Indebtedness shall continue to be Senior Indebtedness and entitled
to the benefits of the subordination provisions contained in the
Subordinated Indenture irrespective of any amendment, modification or
waiver of any term of such Senior Indebtedness. (Section 1.01 of the
Subordinated Indenture)
The Subordinated Indenture does not limit the aggregate amount of Senior
Indebtednes s which may be is sued. As of September 30, 1999, Senior Indebtedness
of the Company aggregated approximately $3.4 billion. As of September 30, 1999,
subordinated indebtedness of the Company aggregated approximately $539 million.
SEC EDGAR Submission 0000912057-99-007048 Page 20 of 58
As the Subordinated Debt Securities will be issued by the Company, the
Subordinated Debt Securities effectively will be subordinate to all obligations
of the Company's subsidiaries, and the rights of the Company's creditors,
including holders of Bonds issued under the Mortgage, Subordinated Debt
Securi ties and any other Unsecured Debt Securities issued by the Company, to
participate in the assets of such subsidiaries upon liquidation or
reorganization will be junior to the rights of the holders of all preferred
stock, indebtedness and other liabilities of such subsidiaries, which may
include trade payables, obligations to banks under credit facilities,
guarantees, pledges, support arrangements, bonds, capital leases, notes andother obligations.
CERTAIN COVENANTS OF THE COMPANY
If, with respect to Subordinated Debt Securities issued pursuant to the
Subordinated Indenture, there shall have occurred any event that would, with the
giving of notice or the passage of time, or both, constitute an Event of Default
under the Indenture, as described under
" -
-Events of Default " below, or the
Company exercises its option to extend the interest payment period described inclause (a) in the last sentence under
" -
-General" above, the Company will not,
until all defaulted interest on the Subordinated Debt Securities and all
interest accrued on the Subordinated Debt Securities during any such extended
interest payment period and all principal and premium, if any, then due and
payable on the Subordinated Debt Securities shall have been paid in full,
(i) declare, set aside or pay any dividend or distribution on any capital
stock of the Company, including the Common Stock, except for dividends
or distributions in shares of its capital stock or in rights to acquire
shares of its capital stock, or
(ii) repurchase, redeem or otherwise acquire, or make any sinking fund
payment for the purchase or redemption of, any shares of its capitalstock (except by conversion into or exchange for shares of its capital
stock and except for a redemption, purchase or other acquisition of
shares of its capital stock made for the purpose of an employee
incentive plan or benefit plan of the Company or any of its
subsidiaries and except for mandatory redemption or sinking fund
payments with respect to any series of Preferred Stock that are subj ect
to mandatory redemption or sinking fund requirements, PROVIDED that the
aggregate stated value of all such series of Preferred Stock
outstanding at the time of any such payment does not exceed five
percent of the aggregate of (a) the total principal amount of all bonds
or other securities representing secured indebtedness issued or assumed
by the Company and then outstanding and (b) the capital and surplus of
the Company to be stated on the books of account of the Company after
giving effect to such payment) PROVIDED , HOWEVER , that any moneys
deposited in any sinking fund and not in violation of this provision
may thereafter be applied to the
.::::PAGE::-
purchase or redemption of such Preferred Stock in accordance with the
terms of such sinking fund without regard to the restrictions containedin this provision. (Section 4.06 of the Subordinated Indenture) As of
September 30 , 1999, the aggregate stated value of such series of
Preferred Stock outstanding was approximately $175 million, which
represented approximately three percent of the aggregate ofclauses (a) and (b) above at such date.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
SEC EDGAR Submission 0000912057-99-007048 Page 21 of 58
Each series of Unsecured Debt Securities will be issued in registered form
and, unless otherwise specified in the applicable prospectus supplement, will be
represented by one or more global certificates. If not represented by one or
more global certificates, Unsecured Debt Securities may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed) or exchange, at the office of the Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Unsecured Debt Securities and referred to in an applicable prospectus
supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon the registrar or such transfer agent, as the case may be,being satisfied with the documents of title and identity of the person making
the request. (Section 2.05) If a prospectus supplement refers to any transferagent (in addition to the registrar) initially designated by the Company with
respect to any series of Unsecured Debt Securities , the Company may at any time
rescind the designation of any such transfer agent or approve a change in the
location through which any such transfer agent acts, except that the Company
will be required to maintain a transfer agent in each place of payment for suchseries. (Section 4.02) The Company may at any time designate additional transfer
agents with respect to any series of Unsecured Debt Securities. The UnsecuredDebt Securities may be transferred or exchanged without service charge, other
than any tax or governmental charge imposed in connection therewith.(Section 2.05)
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange any Unsecured Debt Security
during a period beginning at the opening of business 15 days before any
selection for redemption of Unsecured Debt Securities of like tenor and of the
series of which such Unsecured Debt Security is a part, and ending at the close
of business on the earliest date in which the relevant notice of redemption is
deemed to have been given to all holders of Unsecured Debt Securities of like
tenor and of such series to be redeemed and (ii) register the transfer of
exchange any Unsecured Debt Securities so selected for redemption, in whole or
in part , except the unredeemed portion of any Unsecured Debt Security being
redeemed in part. (Section 2~05)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the prospectus supplement or the Unsecured
Debt Securities are represented by one or more global certificates (see"Book-Entry Issuance"), payment of principal of and premium (if any) on any
Unsecured Debt Security will be made only against surrender to the Paying Agent
of such Unsecured Debt Security. Unless otherwise indicated in the prospectus
supplement or unless the Unsecured Debt Securities are represented by one or
more global certificates, principal of and any premium and interest, if any, on
Unsecured Debt Securities will be payable, subj ect to any applicable laws and
regulations, at the office of such Paying Agent or Paying Agents as the Company
may designate from time to time, except that at the option of the Company
payments on the Unsecured Debt Securities may be made
- by checks mailed by the Indenture Trustee to the holders entitled thereto
at their registered addresses as specified in the Register for such
Unsecured Debt Securi ties or
- to a holder of $1,000,000 or more in aggregate principal amount of such
Unsecured Debt Securities who has delivered a written request to the
Indenture Trustee at least 14 days prior to
SEC EDGAR Submission 0000912057-99-007048 Page 22 of 58
-(PAGE::-
the relevant payment date electing to have payments made by wire transfer
to a designated account in the United States, by wire transfer of
immediately available funds to such designated account; PROVIDED that, inei ther case, the payment of principal with respect to any Unsecured Debt
Security will be made only upon surrender of such Unsecured Debt Security
to the Indenture Trustee. Unless otherwise indicated in the prospectus
supplem~nt, payment of interest on an Unsecured Debt Security on any
Interest Payment Date will be made to the person in whose name such
Unsecured Debt Security (or Predecessor Sec~rity) is registered at the
close of business on the Regular Record Date for such interest payment.(Sections 2.03 and 4.03)
The Company will act as Paying Agent with respect to the Unsecured Debt
Securi ties. The Company may at any time designate additional Paying Agents or, rescind the designation of any Paying Agents or approve a change in the office
through which any Paying Agent acts, except that the Company will be required to
maintain a Paying Agent in each Place of Payment for each series of the
respective Unsecured Debt Securities. (Sections 4.02 and 4.03)
All moneys paid by the Company to a Paying Agent for the payment of theprincipal of or premium, if any, or interest on any Unsecured Debt Security
any series that remain unclaimed at the end of two years after such principal,
premium, if any, or interest shall have become due and payable will be repaid to
the Company and the holder of such Unsecured Debt Security will thereafter look
only to the Company for payment thereof. (Section 11.06)
AGREED TAX TREATMENT
The Subordinated Indenture provides that each holder of a Subordinated Debt
Securi ty, each person that acquires a beneficial ownership interest in a
Subordinated Debt Security and the Company agree that for United States federal,
state and local tax purposes it is intended that such Subordinated Debt Security
constitutes indebtedness. (Section 13.12 of the Subordinated Indenture)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Indenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of the Unsecured Debt Securities of each series which are
affected by the modification, to modify the Indenture or any supplemental
indenture affecting that series or the rights of the holders of that series
Unsecured Debt Securities; PROVIDED that no such modif ication may, without the
consent of the holder of each outstanding Unsecured Debt Security affected
thereby,
- extend the fixed maturity of any Unsecured Debt Securities
or reduce the principal amount thereof, or reduce the rate
time of payment of interest thereon, or reduce any premium
the redemption thereof
of any series,
or extend the
payable upon
- reduce the percentage of Unsecured Debt Securities, the holders of which
are required to consent to any such supplemental indenture or, in the case
of the Unsecured Indenture,
- reduce the percentage of Unsecured Debt Securities, the holders of which
are required to waive any default and its consequences or modify any
provision of the Indenture relating to the percentage of Unsecured DebtSecurities (except to increase such percentage) required to rescind and
annul any declaration of principal due and payable upon an Event of
SEC EDGAR Submission 0000912057-99-007048 Page 23 of 58
Default.(Section 9.02)
In addition, the Company and the Indenture Trustee may execute, without the
consent of any holder of Unsecured Debt Securities (including the Unsecured Debt
Securi ties being offered hereby), any supplemental indenture for certain other
usual purposes, including the creation of any new series o~ Unsecured DebtSecurities. (Sections 2.01, 9.01 and 10.01)
"PAGE::-
EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Event of Default"
wi th respect to each series of Unsecured Debt Securities:
- default for 30 days (except with respect to Subordinated Debt Securities
issued under the Subordinated Indenture, in which case default for 10
days) in payment of interest;
- default in payment of principal or premium, if any;
- default in other covenants (other than those specifically relating to one
or more other series) for 90 days after notice; or
- certain events in bankruptcy, insolvency or reorganization.
(Section 6.01)
The holders of a maj ori ty in aggregate outstanding principal amount of any
series of the Unsecured Debt Securities have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee for that series. (Section 6.06) The applicable Indenture
Trustee or the holders of not less than 25% in aggregate outstanding principal
amount of any particular series of the Unsecured Debt Securities may declare the
principal due and payable immediately upon an Event of Default with respect to
such series, but the holders of a majority in aggregate outstanding principal
amount of such series may annul such declaration and waive such Event of Default
if it has been cured and a sum sufficient to pay all matured installments of
interest and principal and any premium has been deposited with such IndentureTrustee. (Sections 6.01 and 6.06)
The holders of a majority in aggregate outstanding principal amount of all
series of the Unsecured Debt Securities issued under the Indenture and affected
thereby may, on behalf of the holders of all the Unsecured Debt Securities of
such series, waive any past default, except a default in the payment of
principal, premium, if any, or interest. (Section 6.06) The Company is required
to file annually with the applicable Indenture Trustee a certificate as to
whether or not the Company is in compliance with all the conditions and
covenants under the Indenture. (Section 5.03 (d) )
CONSOLIDATION, MERGER AND SALE
The Indenture does not contain any covenant which restricts the Company'
ability to merge or consolidate with or into any other corporation, sell or
convey all or substantially all of its assets to any person, firm or corporation
or otherwise engage in restructuring transactions. (Section 10.01)
DEFEASANCE AND DISCHARGE
Under the terms of the Indenture, the Company will be discharged from any
SEC EDGAR Submission 0000912057-99-007048 Page 24 of 58
and all obligations under the Indenture in respect of the Unsecured Debt
Securities of any series (except in each case for certain obligations to
register the transfer or exchange of Unsecured Debt securities, replace stolen
lost or mutilated Unsecured Debt Securities, maintain paying agencies and hold
moneys for payment in trust) if the Company deposits with the Indenture Trustee,
in trust, moneys or, Government Obligat~ons, in an amount sufficient to pay all
the principal of, and interest on, the Unsecured Debt Securities of such series
on the dates such payments are due in accordance with the terms of such
Unsecured Debt securities and, if, among other things, such Unsecured Debt
Securities are not due and payable, or are not to be called for redemption,
within one year, the Company delivers to the Indenture Trustee an Opinion of
Counsel to the effect that the holders of Unsecured Debt Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and discharge and will be subj ect to federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit and discharge had not occurred.
c:::PAGE:::-
In addition to discharging certain obligations under the Indenture as statedabove, if
(1) the Company delivers to the Indenture Trustee an Opinion of Counsel (in
lieu of the Opinion of Counsel referred to above) to the effect that (a) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or, since the date of the Indenture, there has been a change in
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion of Counsel shall confirm that, the holders of Unsecured
Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred, and (b) such deposit shallnot result in the Company, the Indenture Trustee or the trust resulting from the
defeasance being deemed an investment company under the Investment Company Actof 1940, as amended, and
(2) in the case of the Unsecured Indenture, no event or condition shall
exist that would prevent the Company from making payments of the principal
(and premium, if any) or interest on the Unsecured Debt Securities on the date
of such deposit or at any time during the period ending on the ninety-first day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period)
then, in such event, the Company will be deemed to have paid and discharged the
entire indebtedness on the Unsecured Debt Securities of such series.
In the event of any such defeasance and discharge of Unsecured Debt
Securi ties of such series, holders of Unsecured Debt securities of such series
would be able to look only to such trust fund for payment of principal of (and
premium, if any) and interest, if any, on the Unsecured Debt Securities of suchseries. (Sections 11.01, 1~. 02 and 11.03 of the Indenture)
GOVERNING LAW
The Indenture and the Unsecured Debt securities will be governed by, and
cons trued in accordance with , the laws of the State of New York. (Section 13.04)
INFORMATION CONCERNING THE INDENTURE TRUSTEE
SEC EDGAR Submission 0000912057-99-007048 Page 25 of 58
. The Indenture Trustee, prior to default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after default, shall
exercise the same degree of care as a prudent person would exercise in the
conduct of his or her own affairs. (Section 7.01) Subject to such provision, the
Indenture Trustee is under no obligation to exercise any of the powers vested in
it by the Indenture at the request of any holder of Unsecured Debt Securities,
unless offered reasonable indemnity by such holder against the costs, expenses
and liabilities which might be incurred thereby. (Section 7.02) The Indenture
Trustee is not required to expend or risk its own funds or otherwise incurpersonal financial liability in the performance of its duties if the Indenture
Trustee reasonably believes that repayment or adequate indemnity is not
reasonably assured to it. (Section 7.01)
The Bank of New York and The Chase Manhattan Bank serve as trustees and
agents under agreements involving the Company and its affiliates.
MISCELLANEOUS
The Company will have the right at all times to assign any of its rights or
obligations under the Indenture to a direct or indirect wholly-owned subsidiary
of the Company; PROVIDED that, in the event of any such assignment, the Company
will remain liable for all such obligations. Subj ect to the foregoing, the
Indenture will be binding upon and inure to the benefit of the parties thereto
and their respective
c:::PAGE:::.
successors and assigns. The Indenture provides that it may not otherwise be
assigned by the parties thereto. (Section 13.11 of the Subordinated Indenture
and Section 13.10 of the Unsecured Indenture)
BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company ("DTC") will act as securities depositary for each
series of the Additional Bonds and the Unsecured Debt Securities. The Additional
Bonds and the Unsecured Debt Securities will be issued only as fully-registered
securi ties registered in the name of Cede & Co. (DTC' s nominee). One or morefully-registered global certificates will be issued for the Additional Bonds and
the Unsecured Debt Securities, representing the aggregate principal amount of
each series of Additional Bonds or the aggregate principal amount of each series
of Unsecured Debt Securities, respectively, and will be deposited with DTC or
its custodian.
DTC is a limited purpose trust company organized under the New York Banking
Law , a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securi ties that its participants (" Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
incl ude securities brokers and dealers, banks, trus t companies, clearingcorporations and certain other organizations ("Direct Participants"). DTC
owned by a number of its Direct Participants and by the New York Stock Exchange,Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
SEC EDGAR Submission 0000912057-99-007048 Page 26 of 58
through or maintain custodial relationships with Direct Participants, ei ther
directly or indirectly
("
Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Commission.
Purchases of Additional Bonds or Unsecured Debt Securities wi thin the DTC
system must be made by or through Direct Participants, which will receive a
credi t for the Additional Bonds or Unsecured Debt Securities on DTC I S records.
The ownership interest of each actual purchaser of each Additional Bond and each
Unsecured Debt Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants I records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Additional Bonds or
Unsecured Debt Securities. Transfers of ownership interests in the Additional
Bonds or Unsecured Debt Securities are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interests in
Addi tional Bonds or Unsecured Debt Securities, except in the event that use of
the book-entry system for the Additional Bonds or Unsecured Debt Securities is
discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Additional Bonds
or Unsecured Debt Securi ties; DTC I S records reflect only the identity of the
Direct Participants to whose accounts such Additional Bonds or Unsecured Debt
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Redemption notices shall be sent to Cede & Co. as the registered holder of
the Additional Bonds or Unsecured Debt Securities. If less than all of the
Additional Bonds or Unsecured Debt Securities are being redeemed, DTC will
determine the amount of the interest of each Direct Participant to be
0::: PAGE;:.
redeemed in accordance with its procedures, which, for the Additional Bonds and
Unsecured Debt Securities that are not Subordinated Debt Securities, will be bylot.
Al though voting with respect to the Additional Bonds or Unsecured Debt
Securi ties is limited to the holders of record of the Additional Bonds or
Unsecured Debt Securi ties, in those instances in which a vote is required,
neither DTC nor Cede & Co. will itself consent or vote with respect to
Addi t ional Bonds or Unsecured Debt Securi ties. Under its usual procedures, DTC
would mail an omnibus proxy (the "Omnibus Proxy") to the Mortgage Trustee or the
Indenture Trustee, as applicable, as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co. I s consenting or voting rights to those Direct
Participants to whose accounts such Additional Bonds or Unsecured Debt
securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy) .
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners and the voting
rights of Direct Participants, Indirect Participants and Beneficial Owners will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Payments on the Additional Bonds or Unsecured Debt Securities will be made
SEC EDGAR Submission 0000912057-99-007048 Page 27 of 58
by the Mortgage Trustee and the Indenture Trustee, respectively, to DTC on
behalf of the Company in immediately available funds. DTC' s practice is to
credi t Direct Participants I accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices and will be the responsibility of such Participant and not
of DTC, the Mortgage Trustee, the Indenture Trustee, or the Company, subj ect
any statutory or regulatory requirements as may be in effect from time to time.
Payments on the Additional Bonds or Unsecured Debt Securities are the
responsibility of the Mortgage Trustee or the Indenture Trustee, respectively,
d1sbursement of such payments to Direct Participants is the responsibility
DTC, and disbursements of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Definitive certificates for the Additional Bonds or the Unsecured Debt
Securities will be printed and delivered only if:
- DTC (or any successor depositary) notifies the Company that it is
unwilling or unable to continue as a depositary for the Additional Bonds
or the Unsecured Debt Securities and the Company shall not have appointed
a successor
- the Company, in its sole discretion, determines to discontinue use of the
book-entry system through DTC or any successor depositary or
- an event of default occurs and is continuing with respect to the
Additional Bonds under the Mortgage or with respect to the Unsecured Debt
Securities under the Indenture and, in either case, holders of a majority
in aggregate principal amount of Additional Bonds or Unsecured Debt
securi ties, as the case may be, determine to discontinue use of DTC' s
book-entry system.
DTC management is aware that some computer applications, systems and the
like for processing data that are dependent upon calendar dates, including dates
before, on and after January 1,2000, may encounter "Year 2000 problems." DTC
has informed its participants and other members of the financial community that
it has developed and is implementing a program so that its data processing
computer applications and sys~ems relating to the timely payment ofdistributions (including principal and income payments) to securi tyholders,
book-entry deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan , each of which is complete. In addition , DTC' s plan includes a testing
phase, which is expected to be completed wi thin appropriate time frames.
c::PAGE~
However, DTC I S ability to perform its services properly is also dependent
upon other parties, including issuers and their agents, as well as third-party
vendors from whom DTC licenses software and hardware , and third-party vendors on
whom DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC
has informed the financial community that it is contacting (and will continue tocontact) third-party vendors from whom DTC acquires services to: (i) impress
upon them the importance of those services being Year 2000 compliant; and (ii)
determine the extent of their efforts for Year 2000 remediation (and, as
appropriate, testing) of their services. In addition, DTC is in the process of
developing contingency plans as it deems appropriate.
DTC has established a Year 2000 Project Office and will provide information
SEC EDGAR Submission 0000912057-99-007048 Page 28 of 58
concerning DTC' s Year 2000 compliance to persons requesting that information.
The address is as follows: The Depository Trust Company, Year 2000 Project
Office, 55 Water Street, New York, New York 10041. Telephone numbers for the DTC
Year 2000 Project Office are [phone] and [phone]. In addition,
information concerning DTC's Year 2000 compliance can be obtained from its web
site at the following address: www. dtc. org.
According to DTC, the foregoing information with respect to Year 2000 has
been provided to the financial community for informational purposes only and is
not intended to serve as a representation, warranty or contract modification of
any kind.
The information in this section concerning DTC and DTC I s book-entry system
has been obtained from sources that the Company believes to be accurate, but the
Company assumes no responsibility for the accuracy thereof. The Company has no
responsibility for the performance by DTC or its Participants of their
respective obligations as described herein or under the rules and procedures
governing their respective operations.
PLAN OF DISTRIBUTION
The Company may sell the Securities through underwriters, dealers or agents,
or directly to one or more purchasers. The prospectus supplement with respect to
the Securities offered thereby will set forth the terms of the offering of such
Securities, including the name or names of any underwriters, dealers or agents,
the purchase price of such Securities and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting underwriters I or
agents I compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
If underwriters are involved in the sale of any Securities, such Securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The underwriter or underwriters with respect to a
particular underwritten offering of Securities will be named in the prospectus
supplement relating to such offering and, if an underwriting syndicate is used,
the managing underwriter or underwriters will be set forth on the cover page of
such prospectus supplement. Unless otherwise set forth in such prospectus
supplement, the obligations of the underwriters to purchase the Securi ties will
be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such Securities if any are purchased.
If a dealer is used in the sale of any Securities, the Company will sell
such Securities to the dealer, as principal. The dealer may then resell such
Securities to the public at varying prices to be determined by such dealer at
the time of resale. The name of any dealer involved in a particular offering of
Securities and any discounts or concessions allowed or reallowed or paid to the
dealer will be set forth in the prospectus supplement relating to such offering.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in
0::: PAGE:;:.
the Securities Act, involved in the offer or sale of any of the Securities will
be named, and any commissions payable by the Company to such agent will be set
forth, in the prospectus supplement relating to such offer or sale. Unless
otherwise indicated in such prospectus supplement, any such agent will be acting
SEC EDGAR Submission 0000912057-99-007048 Page 29 of 58
on a reasonable best efforts basis for the period of its appointment.
If so indicated in an applicable prospectus supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
insti tutions to purchase Securities from the Company at the public offeringprice set forth in such prospectus supplement pursuant to delayed deliverycontracts ("Contracts") providing for payment and delivery on the date or dates
stated in such prospectus supplement. Each Contract will be for an amount not
less than, and the aggregate principal amount of Securities sold pursuant to
Contracts shall be not less nor more than, the respective amounts stated in such
prospectus supplement. Institutions with whom Contracts, when authorized, may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and chari table institutions and other
insti tutions, but will in all cases be subj ect to the approval of the Company.
Contracts will not be subject to any conditions except (i) the purchase by an
institution of the Securities covered by its Contracts shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which such institution is subject, and (ii) if the Securities are being sold
to underwriters, the Company shall have sold to such underwriters the total
principal amount of the Securities less the principal amount thereof covered by
Contracts. Agents and underwriters will have no responsibility in respect of the
delivery or performance of Contracts.
In connection with a particular underwritten offering of Securities, the
underwri ters may engage in transactions that stabilize, maintain or otherwise
affect the prices of the classes or series of Securities offered, including
stabilizing transactions and syndicate covering transactions. A description of
these activities, if any, will be set forth in the prospectus supplement
relating to such offering.
Certain of the underwriters, dealers or agents and their associates may be
customers of , engage in the transactions with or perform services for the
Company and its affiliates in the ordinary course of business.
The Company will indicate in a prospectus supplement the extent to which
anticipates that a secondary market for the Securities will be available.
Underwriters, dealers and agents participating in the distribution of the
Securities may be deemed to be "underwriters" within the meaning of, and any
discounts and commissions received by them and any profit realized by them on
resale of such Securities may be deemed to be underwriting discounts and
commissions under, the Securities Act. Subj ect to certain conditions, the
Company may agree to indemnify the several underwriters, dealers or agents and
their controlling persons against certain civil liabilities, including certain
liabilities under the Securities Act, or to contribute to payments any such
person may be required to make in respect thereof.
LEGAL OPINIONS
The validity of the Securities will be passed upon for the Company by Stoel
Rives LLP, counsel to the Company, 900 SW Fifth Avenue, Suite 2600, Portland,
Oregon 97204, and for any underwriters, dealers or agents by Winthrop, Stimson,
Putnam & Roberts, One Battery Park Plaza, New York, New York 10004. John
Schwei tzer, who is an assistant secretary of the Company, is a partner in the
firm of Stoel Rives LLP.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K/A have been audited by Deloitte &
SEC EDGAR Submission 0000912057-99-007048
Touche LLP , independent auditors, as stated
c::PAGE:::-
in their report, which is incorporated herein by
incorporated in reliance upon the report of such
as experts in accounting and auditing.
Page 30 of 58
reference, and have been so
firm given upon its authority
with respect to any unaudited interim financial information which
incorporated herein by reference, Deloi tte & Touche LLP have applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in the Company I
Quarterly Reports on Form 10-Q and incorporated by reference herein, they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of section 11 of the securities Act of 1933 for their reports on the
unaudited interim financial information because those reports are not reports"or a "part 11 of the Registration Statement of which this prospectus is a part
prepared or certified by an accountant within the meaning of Sections 7 and 11
of the Act.
c::PAGE::-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
c::TABLE:::-
c::S:::-
Registration fee............................................
Fees of state regulatory authorities*
. . . . . . . . . . . . . . . . . . . . . . .
Counsel fees*
...............................................
Accountants' fees*
..........................................
Stock exchange listing fees*
................................
Trustee fees*
...............................................
Rating agency fees*
.........................................
Indenture recording fees*
...................................
Blue sky expenses*
..........................................
Printing and delivery of registration statement, prospectus,certifi;cates, etc.
.......................................
Miscellaneous expenses*
.....................................
Total*
..................................................
-:::/TABLE::-
- - - - - - - - - - - - - - - - - - - - - - - -
* Estimated
ITEM 15.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-:::C::-
$ 430,900
000
800,000
70,000
140,000
100,000
275,000
60,000
15,00 a
300,000
100
----------
$2,270,000
The Company 1 s Third Restated Articles of Incorporation ("Restated
Articles"), and Bylaws , as amended ("Bylaws"), require the Company to indemnify
directors and officers to the fullest extent not prohibited by law. The right to
and amount of indemnification ultimately will be subject to determination by a
court that indemnification in the circumstances presented is consistent with
public policy considerations and other provisions of law. It is likely, however,
SEC EDGAR Submission 0000912057-99-007048 Page 31 of 58
that the Restated Articles would require indemnification at least to the extent
that indemnification is authorized by the Oregon Business Corporation Act
OBCAn ). The effect of the OBCA is summarized as follows:
(a) The OBCA permits the Company to grant a right of indemnification in
respect of any pending, threatened or completed action, suit or proceeding,
other than an action by or in the right of the Company, against expenses(including attorneys I fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred, PROVIDED the person concerned
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
conduct was unlawful. Indemnification is not permitted in connection with a
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of NOLO CONTENDERE or its equivalent is not, of itself, determinative
that the person did not meet the prescribed standard of conduct.
(b) The OBCA permits the Company to grant a right of indemnification in
respect of any proceeding by or in the right of the Company against the
reasonable expenses (including attorneys' fees) incurred, if the personconcerned acted in good fai th and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company, except that no
indemnification may be granted if such person is adjudged to be liable to
the Company unless permitted by a court.
11-1
0::: PAGE:;:.(c) Under the OBCA, the Company may not indemnify a person in respect
of a proceeding described in (a) or (b) above unless it is determined that
indemnification is permissible because the person has met the prescribed
standard of conduct by any one of the following:
(1) the Board of Directors, by a majority vote of a quorum consisting of
directors not at the time parties to the proceeding,
(2) if a quorum of directors not parties to the proceeding cannot be
obtained, by a majority vote of a committee of two or more directors
not at the time parties to the proceeding,
(3) by special legal counsel selected by the Board of Directors or the
commi ttee thereof, as described in (i) and (ii) above, or
(4) by the shareholders.
Authorization of the indemnification and evaluation as to the reasonableness
of expenses are to be determined as specified in any one of (1) through (4)
above, except that if the determination of such indemnification'
permissibility is made by special counsel, then the determination of the
reasonableness of such expenses is to be made by those entitled to select
special counsel. Indemnification can also be ordered by a court if the court
determines that indemnification is fair in view of all of the relevant
circumstances. Notwi thstanding the foregoing, every person who has been
wholly successful, on the merits or otherwise, in defense of a proceeding
described in (a) or (b) above is entitled to be indemnified as a matter of
right against reasonable expenses incurred in connection with the
proceeding.
SEC EDGAR Submission 0000912057-99-007048 Page 32 of 58
(d) Under the OBCA, the Company may pay for or reimburse the reasonable
expenses incurred in defending a proceeding in advance of the final
disposi tion thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of the director I s or officer's good
faith belief that he or she has met the prescribed standard of conduct and
(ii) a written undertaking to repay the advance if it is ultimately
determined that such person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of any other
rights of indemnification to which officers or directors may be entitled under
any statute, agreement, vote of shareholders, action of directors or otherwise.
Resolutions adopted by the Company's Board of Directors require the Company to
indemnify directors and officers of the Company to the fullest extent permitted
by law and are intended to create an obligation to indemnify to the fullest
extent a court may find to be consistent with public policy considerations.
The Company has directors I and officers' liability insurance coverage which
insures directors and officers of the Company against certain liabilities.
ITEM 16.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
A list of exhibits included as part of this Registration Statement is set
forth in an Exhibit Index, which immediately precedes such exhibits.
(b) Financial Statement Schedules
None
II-2
~PAGE;::.
ITEM 1 7 .UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(A) To include any prospectus required by section 10 (a) (3) of the
Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement PROVIDED, HOWEVER, that any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) if , in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(C) To include any material information with respect to the plan
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
SEC EDGAR Submission 0000912057-99-007048 Page 33 of 58
PROVIDED, HOWEVER, that paragraphs (a) (1) (A) and (a) (1) (B) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15 (d) of the securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the securities Act of 1933, each filing of theregistrant I s annual report pursuant to section 13 (a) or section 15 (d) of the
securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan I s annual report pursuant to section 15 (d) of the
securities Exchange Act of 1934) that is incorporated by reference in th~
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein , and the offering of such
securities at that time shall be deemed to be the initial bona fide offeringthereof.
(b) Insofar as indemnification for liabilities arising under the securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15, or otherwise,
the registrant has been advised that in the opinion of the securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will , unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
securities Act of 1933 and will be governed by the final adjudication of suchissue.
11-3
.-::PAGE:::.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 , THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS THE
REQUIREMENTS FOR FILING ON FORM S - 3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PORTLAND, STATE OF OREGON, ON NOVEMBER 22, 1999.
.-::TABLE:::.
.-::S:::-.-::C;:. .-::C:::.
PACIFICORP
SEC EDGAR Submission 0000912057-99-007048 Page 34 of 58
By:/s/ RICHARD T. 0' BRIEN
- - - - - - - - - - - - - - - - - - - - - -
Richard T. 0' Brien
Executive Vice President
Chief Operating Officer
c::/TABLE::-
Pursuant to the requirements of the securities Act of 1933, this
registration statement has been duly signed by the following persons on
November 22 , 1999 in the capacities indicated.
c::TABLE::-
c::CAPTION::-
SIGNATURE TITLE
--------------
c::C::-c:: S::-
*KEITH R. MCKENNON
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Chairman, Chief Executive OffKeith R. McKennon
/ s / HENRY H. HEWITT
Henry H. Hewi t t
Executive Vice President, FinAdministration (also princi
Officer)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
/ s / ROBERT R. DALLEY
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Controller (also Principal Ac
Robert R. Dalley
*W. CHARLES ARMSTRONG
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Director
W. Charles Armstrong
*KATHRYN A. BRAUN
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Director
Kathryn A. Braun
* C. TODD CONOVER
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Director
C. Todd Conover
*NOLAN E. KARRAS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Director
Nolan E. Karras
c::/TABLE::-
II-
c::PAGE::-
c::TABLE::-
c::CAPTION::-
SIGNATURE TITLE
--------------
c::C::-c:::S::-
*ROBERT G. MILLER
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Director
Robert G. Miller
*ALAN K. SIMPSON
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --
Director
Alan K. Simpson
SEC EDGAR Submission 0000912057-99-007048 Page 35 of 58
*VERL R. TOPHAM
Director
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
VerI R. Topham
*NANCY WILGENBUSCH
Director
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Nancy Wilgenbusch
* PETER I. WOLD
Director
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
-:::/TABLE~
-:::TABLE~
-:::S~ o:::::C~
*By
-:::/TABLE~
-:::PAGE::-
-:::TABLE~
-:::CAPTION::-
EXHIB IT
NO.
Peter I. Wold
o:::::C~
/s/ RICHARD T. O'BRIEN
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --
Richard T. 0 Brien
(ATTORNEY - IN - FACT)
II-5
EXHIBIT INDEX
DESCRIPTION
-:::C::-
- - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
*1 (a)
*l(b)
*1 (c)
*4(a)
*4 (b)
*4 (c)
o:::::S::-
Form of Underwriting Agreement relating to AdditionalPreferred Stock (Exhibit (1), File No. 33-41983)..........
Form of Underwriting Agreement relating to Additional Bonds(Exhibit (1) (a), File No. 33-49607).......................
Form of Underwriting Agreement relating to Unsecured DebtSecurities (Exhibit (1) (b), File No. 33-55309)............
Amended and Restated Agreement and Plan of Merger dated
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 Scottish Power pIc (formerly New
Scottish Power pIc), Scottish Power U. K. pIc (formerly
Scottish Power pIc), NA General Partnership, and the
Company (Exhibit B, Proxy Statement/Prospectus dated
May 6, 1999, Part I of the Registration Statement on
Form F-4 filed May 6, 1999 by Scottish Power pIc and New
Scottish Power pIc , File No. 333-77877)...................
Third Restated Articles of Incorporation of the Company(Exhibit (3)b, Form 10-K for fiscal year ended December
31,1996, File No. 1-5152)................................
Form of Certificate evidencing No Par Serial Preferred Stock
(Exhibit 4-D to Form 8-B, File No. 1-5152)....~...........
Bylaws of the Company (as amended November 18, 1998)
SEC ,EDGAR Submission 0000912057-99-007048 Page 36 of 58
(Exhibit (3)b, Form la-KIA for fiscal year ended year
ended December 31 1998, File No. 1-5152)
.................
*4 (d)Mortgage and Deed of Trust dated as of January 9 , 1989
between the Company and Morgan Guaranty Trust Company of
New York (The Chase Manhattan Bank (formerly Chemical
Bank), successor), Trustee, as supplemented and modif ied
by thirteen Supplemental Indentures (Exhibit 4-E,
Form 8-B, File No. 1-5152; Exhibit (4) (b), File
No. 33-31861; Exhibit (4) (a), Form 8-K dated January
1990, File No. 1-5152; Exhibit 4 (a), Form 8-K datedSeptember II , 1991, File No. 1-5152; Exhibit 4 (a),
Form 8-K dated January 7 , 1992, File No. 1-5152;Exhibit 4 (a), Form 10-Q for the quarter ended March 31
1992, File No. 1-5152; Exhibit 4(a), Form 10-Q for the
quarter ended September 30, 1992, File No. 1-5152;
Exhibit 4(a), Form 8-K dated April 1 , 1993, FileNo. 1-5152; Exhibit 4 (a), Form 10-Q for the quarter ended
September 30, 1993, File No. 1-5152; Exhibit 4 (a) ,
Form 10-Q for the quarter ended June 30, 1994, FileNo. 1-5152; Exhibit 4 (b), Form 10-K for fiscal year ended
December 31, 1994, File No. 1-5152; Exhibit (4)b,
Form 10-K for the fiscal year ended December 31, 1995,
File No. 1-5152; Exhibit (4)b , Form 10-K for the fiscal
year ended December 31 , 1996, File No. 1-5152); andExhibit (4)b, Form 10-K/A for the fiscal year ended
December 31,1998, File No. 1-5152).......................
*4 (e)Form of First Mortgage Bond (Exhibit (4) (h), File
No. 33-26517).............................................
*4 (f)Indenture dated as of May I, 1995 between the Company and
The Bank of New York, as Trustee, as supplemented by three
Supplemental Indentures (Exhibit (4) (a), File
No. 333-03357 , and Exhibit 4 (h), File No. 333 -09115) .
. . . . .
*4 (g)Form of Fourth Supplemental Indenture to Indenture to be
used in connection with the issuance of corresponding
junior subordinated debentures and preferred securities
(Exhibit 4 (c), File No. 333-23027)........................
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EXHIBIT
NO.DESCRIPTION
- - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
o:::C~
*4 (h)
o:::S~
Form of Supplemental Indenture to Subordinated Indenture to
be used in connection with the issuance of Subordinated
Debt Securities (Exhibit 4(d), File No. 33-58569).........
*4(i)Form of Subordinated Debt Securities (included inExhibit 4(h) above).......................................
*4 (j )Form of Indenture between the Company and The Chase
Manhattan Bank , as Trustee, relating to Unsecured Debt
Securi ties other than Subordinated Debt Securities
SEC EDGAR Submission 0000912057-99-007048 Page 37 of 58
(Exhibit 4 (k), File No. 333-09115)........................
* 4 (k)Form of Unsecured Debt Security other than Subordinated Debt
Securi ties included in Exhibit 4 (j) above)...............
Opinion of Stoel Rives LLP..................................
*12 (a)Statements re Computation of Ratios of Earnings to FixedCharges (Exhibit 12 (a), Form 10-Q for the quarter ended
September 30,1999, File No. 1-5152)......................
*12 (b)Statements re Computation of Ratios of Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
(Exhibit 12 (b), Form 10-Q for the quarter ended September
30,1999, File No. 1-5152)................................
Letter re Unaudited Interim Financial Information...........
23 (a)Consent of Deloi tte & Touche LLP... .
. . . . . . . . . . . . . . . . . . . . . . . .
23 (b)Consent of Stoel Rives LLP (included in Exhibit 5 above)....
Powers of Attorney..........................................
25 (a)Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee
under the Indenture dated as of May 11 1995 relating to
Subordinated Debt Securities, as supplemented , between the
Company and The Bank of New York. . . . . . . . . . . . . . . . . . . . . . .
. . .
25 (b)Statement of Eligibility under the Trust Indenture Act of
19391 as amended, of The Chase Manhattan Bank as Trust~e
under the Indenture relating to Debt Securities other than
Subordinated Debt Securities between the Company and The
Chase Manhattan Bank......................................
25(c)Statement of Eligibility under the Trust Indenture Act of
19391 as amended, of The Chase Manhattan Bank as Trustee,
under the Mortgage and Deed of Trust , dated as ofJanuary 9, 1989 between the Company and Morgan Guaranty
Trust Company of New York (The Chase Manhattan Bank
(formerly Chemical Bank), successor), Trustee , as
supplemented and modified, relating to First MortgageBonds.....................................................
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* Incorporated by reference.
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~ SEQUENCE ~ 2
~DESCRIPTION~EXHIBIT 5
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EXHIBIT 5, 23 (b)