SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
September 6, 2000
PacifiCorp
(Exact name of registrant as specified in its charter)
State of Oregon | 1-5152 | 93-0246090 |
825 N.E. Multnomah, Suite 2000, Portland, Oregon | 97232-4116 |
Registrant's telephone number, including area code:
(503) 813-5000
(Former Name or Former Address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
PacifiCorp's indirect wholly-owned subsidiary, PacifiCorp International Group Holdings Company, completed the sale of its indirect ownership of Powercor Australia Ltd. ("Powercor") to Cheung Kong Infrastructure and Hongkong Electric Holdings on September 6, 2000. Pursuant with the Share Sale Agreement dated August 2, 2000, Cheung Kong Infrastructure and Hongkong Electric Holdings acquired all the stock of PacifiCorp's subsidiaries holding the Australian operations ("Australian Operations") for approximately AU$2.3 billion in cash, which includes the assumption of Powercor's debt. PacifiCorp and its subsidiaries (the "Company") recorded an after-tax impairment loss of approximately $188 million in the first quarter of 2001 in anticipation of the sale. The loss on sale will be determined when all selling expenses and other adjustments have been finalized. Of the estimated $673 million in net sales proceeds, which are subject to final selling expenses and other adjustments, $350 million will be lent to a directly owned subsidiary of Scottish Power plc. The remaining proceeds of $323 million are expected to be used to repay debt of the Company. The sale price was determined in arm's length negotiations.
The binding offer from Cheung Kong Infrastructure and Hongkong Electric Holdings for PacifiCorp's indirect ownership of a 19.9% interest in the Hazelwood Power Partnership ("Hazelwood") is still subject to a pre-emptive rights process. The Hazelwood sale is expected to conclude later this year.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro forma financial information.
1. Unaudited pro forma condensed consolidated income
statements for the year ended March 31, 2000.
2. Unaudited pro forma condensed consolidated balance
sheet and income statement as of and for the three
months ended June 30, 2000.
(c) Exhibits.
99(a) Scottish Power plc news release issued September 8, 2000.
99(b) Scottish Power plc news release issued August 3, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PACIFICORP |
Date: September 18, 2000
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Pro Forma Condensed Consolidated Statement of Income
For the Year Ended March 31, 2000
(Millions of Dollars)
(Unaudited)
Historical | |||
Consolidated | Australian |
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See accompanying Notes to the Pro Forma Condensed Consolidated
Financial Statements
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Pro Forma Condensed Consolidated Statement of Income
For the Three Months Ended June 30, 2000
(Millions of Dollars)
(Unaudited)
Historical | |||
Consolidated | Australian |
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See accompanying Notes to the Pro Forma Condensed Consolidated
Financial Statements
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Pro Forma Condensed Consolidated Balance Sheet
June 30, 2000
(Millions of Dollars)
(Unaudited)
Historical | Eliminations | Other |
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Consolidated | Australian | ||||
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See accompanying Notes to the Pro Forma Condensed Consolidated
Financial Statements
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PACIFICORP
Notes to Pro forma Condensed Consolidated Financial Statements
The Company's unaudited pro forma condensed consolidated financial statements give effect to the disposal of Australian Operations as if such transaction had occurred, for statements of consolidated income for the year ended March 31, 2000, and the three months ended June 30, 2000 as of April 1, 1999, and for the consolidated balance sheet as of June 30, 2000. Australian Operations, as listed in the pro forma condensed consolidated financial statements, includes the sale of Powercor and the 19.9% ownership interest in Hazelwood. The sale of Powercor has been completed, but the sale of Hazelwood is subject to a pre-emptive rights process, which is expected to conclude later this year. The Company anticipates no variance between the sale of Hazelwood to Cheung Kong Infrastructure and Hongkong Electric Holdings, or to the pre-emptive rights holders.
These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the financial statements and notes in the Company's 2000 Annual Report on Form 10-K. The pro forma information shown is not necessarily indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative of the Company's future results.
The accompanying pro forma condensed consolidated income statements consist of the historical income statements of the Company for the year ended March 31, 2000 and the three months ended June 30, 2000 less the historical income statements of Australian Operations. Certain additional adjustments should be considered.
(i) Effect on the year ended March 31, 2000:
Assuming that Australian Operations was sold for its net book
value of $798 million on April 1, 1999, financing agreements would
have required $250 million of debt repayment resulting in estimated
interest savings of $18 million and increased earnings on common
stock of $11 million. If $50 million of proceeds available to the
Company had been used to repay debt, the additional interest expense
reduction would have been $4 million and earnings on common stock
would have increased an additional $3 million. Assuming the
remaining proceeds were loaned to an affiliated entity, the
interest income increase would have been $28 million and earnings
on common stock would have increased an additional $17 million.
(ii) Effect on the three months ended June 30, 2000:
Assuming that Australian Operations was sold for net book value
of $798 million on April 1, 1999, financing agreements would have
required $250 million of debt repayment resulting in estimated
interest savings of $5 million and increased earnings on common
stock of $3 million. If $50 million of proceeds available to the
Company had been used to repay debt, the additional interest expense
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reduction would have been $1 million, and earnings available on common
would have increased an additional $1 million. Assuming the remaining
proceeds were loaned to an affiliated entity, the interest income
increase would have been $8 million and earnings on common stock would
have increased an additional $5 million.
The accompanying pro forma condensed consolidated balance sheet as of March 31, 2000 consists of the historical unaudited balance sheet of the Company, less the historical unaudited balance sheet of Australian Operations, plus the elimination of affiliated transactions and certain pro forma adjustments described below:
(a) Affiliated balances between the Company and Australian Operations,
eliminated in the consolidation process, were restored on the
pro forma balance sheet.
(b) PacifiCorp Group Holdings Company financing agreements require
repayment of long-term debt upon the sale of Australian assets.
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