UNITED STATES
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
July 17, 2008 (July 17, 2008)
Date of Report (Date of earliest event reported)
| Commission | | Registrant’s Name, State of Incorporation, | | IRS Employer |
| | Address and Telephone Number | | |
| |
| 1-5152 | | PACIFICORP | | 93-0246090 |
| | | (An Oregon Corporation) | | |
| | | 825 N.E. Multnomah Street | | |
| | | Portland, Oregon 97232-4116 | | |
| | | 503-813-5000 | | |
| |
|
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On July 17, 2008, PacifiCorp completed the sale of $500 million in aggregate principal amount of its 5.65% First Mortgage Bonds due July 15, 2018 and $300 million in aggregate principal amount of its 6.35% First Mortgage Bonds due July 15, 2038 (collectively, the “Bonds”).
PacifiCorp intends to use the net proceeds from the sales of the Bonds for general corporate purposes.
The Twenty-Second Supplemental Indenture to the Mortgage and Deed of Trust between PacifiCorp and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as Trustee, which relates to the issuance of the Bonds and is dated as of July 1, 2008, is attached as an exhibit under Item 9.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| 4.1 | | Twenty-Second Supplemental Indenture, dated as of July 1, 2008, to PacifiCorp’s Mortgage and Deed of Trust dated as of January 9, 1989. |
| | | |
| 12.1 | | Statement of Computation of Ratio of Earnings to Fixed Charges. |
| | | |
| 99.1 | | Information relating to Item 14 — Other Expenses of Issuance and Distribution pursuant to PacifiCorp’s Registration Statement on Form S-3ASR, Registration No. 333-148662. |
Forward-Looking Statements
This report contains statements that do not directly or exclusively relate to historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by the use of forward-looking words, such as “may,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” “intend,” and similar terms. These statements are based upon PacifiCorp’s current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside PacifiCorp’s control and could cause actual results to differ materially from those expressed or implied by PacifiCorp’s forward-looking statements. These factors include, among others:
| | · | General economic, political and business conditions in the jurisdictions in which PacifiCorp’s facilities are located; |
| | · | Changes in governmental, legislative or regulatory requirements affecting PacifiCorp or the electric utility industry, including limits on the ability of public utilities to recover income tax expense in rates, such as Oregon Senate Bill 408; |
| | · | Changes in, and compliance with, environmental laws, regulations, decisions and policies that could increase operating and capital improvement costs, reduce plant output and/or delay plant construction; |
| | · | The outcome of general rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies; |
| | · | Changes in economic, industry or weather conditions, as well as demographic trends, that could affect customer growth and usage or supply of electricity; |
| | · | A high degree of variance between actual and forecasted load and prices that could impact the hedging strategy and costs to balance electricity load and supply; |
| | · | Hydroelectric conditions, as well as the cost, feasibility and eventual outcome of hydroelectric relicensing proceedings, that could have a significant impact on electric capacity and cost and on PacifiCorp’s ability to generate electricity; |
| | · | Changes in prices and availability for both purchases and sales of wholesale electricity, coal, natural gas and other fuel sources that could have a significant impact on generation capacity and energy costs; |
| | · | Financial condition and creditworthiness of significant customers and suppliers; |
| | · | Changes in business strategy or development plans; |
| | · | Availability, terms and deployment of capital; |
| | · | Performance of PacifiCorp’s generation facilities, including unscheduled outages or repairs; |
| | · | The impact of derivative instruments used to mitigate or manage volume and price risk and interest rate risk and changes in the commodity prices, interest rates and other conditions that affect the value of the derivatives; |
| | · | The impact of increases in health care costs, changes in interest rates, mortality, morbidity and investment performance on pension and other post-retirement benefits expense, as well as the impact of changes in legislation on funding requirements; |
| | · | Changes in PacifiCorp’s credit ratings; |
| | · | Unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future generation plants and infrastructure additions; |
| | · | The impact of new accounting pronouncements or changes in current accounting estimates and assumptions on financial results; |
| | · | Other risks or unforeseen events, including litigation and wars, the effects of terrorism, embargos and other catastrophic events; and |
| | · | Other business or investment considerations that may be disclosed from time to time in filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents. |
PacifiCorp undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors should not be construed as exclusive.
SIGNATURES
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.
| | |
| | (Registrant) |
| | |
| | |
| | |
| Date: July 17, 2008 | /s/ Bruce N. Williams |
| | Bruce N. Williams |
| | Vice President and Treasurer |
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 4.1 | Twenty-Second Supplemental Indenture, dated as of July 1, 2008, to PacifiCorp’s Mortgage and Deed of Trust dated as of January 9, 1989. |
| | |
| 12.1 | Statement of Computation of Ratio of Earnings to Fixed Charges. |
| | |
| 99.1 | Information relating to Item 14 — Other Expenses of Issuance and Distribution pursuant to PacifiCorp’s Registration Statement on Form S-3ASR, Registration No. 333-148662. |
