SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _________ to _________
Commission File Number 1-5152
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 93-0246090
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
700 N.E. Multnomah, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 731-2000
Securities registered pursuant to section 12(b) of the Act:
NAME of each exchange
Title of each Class on which registered
___________________ _____________________
Common Stock New York Stock Exchange
Pacific Stock Exchange
$1.98 No Par Serial Preferred Stock, New York Stock Exchange
($25 Stated Value), Series 1992
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class
___________________
5% Preferred Stock (Cumulative; $100 Stated Value)
Serial Preferred Stock (Cumulative; $100 Stated Value)
No Par Serial Preferred Stock (Cumulative; Various Stated Values)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On March 1, 1994, the aggregate market value of the shares of voting
stock of the Registrant held by non-affiliates was approximately $5.5 billion.
As of March 1, 1994, there were 281,786,301 shares of the Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of the Registrant for the
year ended December 31, 1993 are incorporated by reference in Parts I and
II and appended hereto.
Portions of the Annual Reports on Form 10-K of Pacific Telecom, Inc. and
PacifiCorp Financial Services, Inc. for the year ended December 31, 1993 are
incorporated by reference in Part I.
Portions of the proxy statement of the Registrant for the 1994 Annual
Meeting of Shareholders are incorporated by reference in Part III.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3. Exhibits:
*(3)a -- Second Restated Articles of Incorporation of the Company, as
amended. (Exhibit (3)a, Form 10-K for fiscal year ended
December 31, 1993, File No. 1-5152).
(3)b -- Bylaws of the Company (as restated and amended November 17,
1993).
*(4)a -- Mortgage and Deed of Trust dated as of January 9, 1989, between
the Company and Morgan Guaranty Trust Company of New York
("Morgan Guaranty"), Trustee, as supplemented and modified by
eight 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 9, 1990, File No. 1-5152; Exhibit 4(a), Form
8-K dated September 11, 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;
and 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, File No. 1-5152; and Exhibit 4(a), Form 10-Q for the
quarter ended September 30, 1993, File No. 1-5151).
*(4)b -- Mortgage and Deed of Trust dated as of July 1, 1947, between
Pacific Power & Light Company and Guaranty Trust Company of New
York (Morgan Guaranty, successor) and Oliver R. Brooks et al.
(resigned) Trustees, as supplemented and modified by fifty-one
Supplemental Indentures (Exhibit 7(d), File No. 2-7118; Exhibit
7(b), File No. 2-8354; Exhibit 4(b)-3, File No. 2-9446; Exhibit
4(b)-4, File No. 2-9809; Exhibit 4(b)-5, File No. 2-10731;
Exhibit 4(b)-6, File No. 2-11022; Exhibit 4(b)-7, File No.
2-12576; Exhibit 4(b)-8, File No. 2-13403; Exhibit 4(b)-2, File
No. 2-13793; Exhibit 4(b)-2, File No. 2-14125; Exhibit 4(b)-2,
File No. 2-14706; Exhibit 4(b)-2, File No. 2-16843; Exhibit
4(b)-2, File No. 2-19841; Exhibit 4(b)-2, File No. 2-20797;
Exhibit 4(b)-3, File No. 2-20797; Exhibit 4(b)-2, File No.
2-15327; Exhibit 4(b)-2, File No. 2-21488; Exhibit 4(b)-2, File
No. 2-15327; Exhibit 4(b)-2, File No. 2-23922; Exhibit 4(b)-5,
File No. 2-15327; Exhibit 4(b)-2, File No. 2-32390; Exhibit
4(b)-2, File No. 2-34731; Exhibit 2(b)-1, File No. 2-37436;
Exhibit 2(b)-4, Thirteenth Amendment, File No. 2-15327; Exhibit
5(gg), File No. 2-43377; Exhibit 2(b)-1, File No. 2-45648;
Exhibit 2(b)-1, File No. 2-49808; Exhibit 2(b)-1, File No.
2-52039; Exhibit 2, Form 8-K for the month of June 1975, File
No. 1-5152; Exhibit 2, Form 8-K for the month of January 1976,
File No. 1-5152; Exhibit 3(c), Form 8-K for the month of July
1976, File No. 1-5152; Exhibit 2, Form 8-K for the month of
December 1976, File No. 1-5152; Exhibit 3(c), Form 8-K for the
month of January 1977, File No. 1-5152; Exhibit 5(yy), File No.
2-60582; Exhibit 5(m)-2, File No. 2-66153; Exhibit 4(a)-2, File
No. 2-70905; Exhibit (4)a, Form 10-K for the fiscal year ended
December 31, 1980, File No. 1-5152; Exhibit 4(b), Form 10-K for
the fiscal year ended December 31, 1981, File No. 1-5152;
Exhibit (4)b, Form 10-K for the fiscal year ended December 31,
1982, File No. 1-5152; Exhibit (4)b, File No. 2-82676; Exhibit
(4)b, Form 10-K for the fiscal year ended December 31, 1985,
File No. 1-5152; Exhibit 4, Form 8-K dated July 25, 1986, File
18
No. 1-5152; Exhibit 4, Form 8-K dated May 18, 1988, File No.
1-5152; Exhibit 4(a), Form 8-K dated January 9, 1989, File No.
1-5152; Exhibit (4)(d), File No. 33-31861; Exhibit (4)(b), Form
8-K dated January 9, 1990, File No. 1-5152; Exhibit 4(b), Form
8-K dated September 11, 1991, File No. 1-5152; Exhibit 4(b),
Form 8-K dated January 7, 1992, File No. 1-5152; Exhibit 4(b),
Form 10-Q for the quarter ended March 31, 1992, File No. 1-5152;
Exhibit 4(b), Form 10-Q for the quarter ended September 30,
1992, File No. 1-5152; Exhibit 4(b), Form 8-K dated April 1,
1993, File No. 1-5152; and Exhibit 4(b), Form 10-Q for the
quarter ended September 30, 1993, File No. 1-5152).
*(4)c -- Mortgage and Deed of Trust dated as of December 1, 1943, between
Utah Power & Light Company and Guaranty Trust Company of New
York (Morgan Guaranty, successor) and Arthur E. Burke et al.
(resigned) Trustees, as supplemented and modified by fifty-three
Supplemental Indentures (Exhibits 7(a), 7(b) and 7(e), File No.
2-6245; Exhibit 7(a), File No. 2-7420; Exhibit 7(a), File No.
2-7880; Exhibit 7(a), File No. 2-8057; Exhibit 7(g), File No.
2-8564; Exhibit 7(h), File No. 2-9121; Exhibit 4(d), File No.
2-9796; Exhibit 4(d), File No. 2-10707; Exhibit 4(d), File No.
2-11822; Exhibit 4(d), File No. 2-13560; Exhibit 4(d), File No.
2-16861; Exhibit 4(d), File No. 2-20176; Exhibit 2(c), File No.
2-21141; Exhibit 2(c), File No. 2-59660; Exhibit 2(e), File No.
2-28131; Exhibit 2(e), File No. 2-59660; Exhibit 2(e), File No.
2-36342; Exhibit 2(e), File No. 2-39394; Exhibits 2(h) and 2(i),
File No. 2-59660; Exhibit 2(d), File No. 2-51736; Exhibit 2(c),
File No. 2-54812; Exhibit 2(c), File No. 2-55331; Exhibit 2(c),
File No. 2-55762; Exhibit 2(d), File No. 2-56990; Exhibit 2(e),
File No. 2-56990; Exhibits 2(c) and 2(d), File No. 2-58227;
Exhibit 2(r), File No. 2-59660; Exhibits 2(c) and 2(d), File No.
2-61221; Exhibit 2(c), File No. 2-63813; Exhibit 2(c), File No.
2-65221; Exhibit 2(c)-1, File No. 2-66680; Exhibits 4(b) and
4(c)-1, File No. 2-74773; Exhibit 4(d), File No. 2-80100;
Exhibits 4(d)-2 and 4(d)-3, File No. 2-76293; Exhibit 4(b), File
No. 33-9932; Exhibit 4(b), File No. 33-13207; Exhibits 4(a) and
4(b), File No. 33-01890; Exhibit 4(b), Form 8-K dated January 9,
1989, File No. 1-5152; Exhibit (4)(f), File No. 33-31861;
Exhibit (4)(c), Form 8-K dated January 9, 1990, File No. 1-5152;
Exhibit 4(c), Form 8-K dated September 11, 1991, File No.
1-5152; Exhibit 4(c), Form 8-K dated January 7, 1992, File No.
1-5152; Exhibit 4(c), Form 10-Q for the quarter ended March 31,
1992, File No. 1-5152; Exhibit 4(c), Form 10-Q for the quarter
ended September 30, 1992, File No. 1-5152; Exhibit 4(c), Form
8-K dated April 1, 1993, File No. 1-5152; and Exhibit 4(c), Form
10-Q for the quarter ended September 30, 1993, File No. 1-5152).
(4)d -- Second Restated Articles of Incorporation, as amended, and
Bylaws. See (3)a and (3)b above.
In reliance upon item 601(4)(iii) of Regulation S-K, various
instruments defining the rights of holders of long-term debt of
the Registrant and its subsidiaries are not being filed because
the total amount authorized under each such instrument does not
exceed 10 percent of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The Registrant hereby
agrees to furnish a copy of any such instrument to the
Commission upon request.
*+(10)a -- PacifiCorp Deferred Compensation Payment Plan (Exhibit 10-F,
Form 10-K for fiscal year ended December 31, 1992, File No.
1-8749).
*+(10)b -- Pacific Telecom Executive Bonus Plan, dated October 26, 1990
(Exhibit 10B, Form 10-K for the fiscal year ended December 31,
1990, File No. 0-873).
*+(10)c -- PacifiCorp PerformanceShare Officers' Annual Incentive Plan
(Exhibit (10)c, Form 10-K for fiscal year ended December 31,
1993. File No. 1-5152).
*+(10)d -- PacifiCorp Non-Employee Directors' Stock Compensation Plan dated
August 1, 1985, as amended. (Exhibit (10)h, Form 10-K for fiscal
year ended December 31, 1988, File No. 1-5152).
19
*+(10)e -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit
10G, Form 10-K for the year ended December 31, 1993, File No.
0-873).
*+(10)f -- Form of Restricted Stock Agreement under PacifiCorp Long Term
Incentive Plan (Exhibit 10H, Form 10-K for the year ended
December 31, 1993, File No. 0-873).
*+(10)g -- PacifiCorp Supplemental Executive Retirement Plan 1988
Restatement (Exhibit (10)q, Form 10-K for the fiscal year ended
December 31, 1987, File No. 1-5152).
*+(10)h -- PacifiCorp Executive Severance Plan (Exhibit (10)m, Form 10-K
for fiscal year ended December 31, 1988, File No. 1-5152).
*+(10)i -- Pacific Telecom Executive Deferred Compensation Plan dated as of
January 1, 1994 (Exhibit 10L, Form 10-K for the year ended
December 31, 1993, File No. 0-873).
*+(10)j -- Pacific Telecom Long Term Incentive Plan 1994 Restatement dated
as of January 1, 1994 (Exhibit 10F, Form 10-K for the fiscal
year ended December 31, 1993, File No. 0-873).
+(10)k -- Incentive Compensation Agreement dated as of February 1, 1994
between PacifiCorp and Frederick W. Buckman.
*+(10)l -- Restricted Stock Agreement dated as of December 3, 1992 between
PacifiCorp and A. M. Gleason (Exhibit (10)k, Form 10-K for the
fiscal year ended December 31, 1992, File No. 1-8749).
+(10)m -- Compensation Agreement dated as of February 9, 1994 between
PacifiCorp and Keith R. McKennon.
*(10)n -- Short-Term Surplus Firm Capacity Sale Agreement executed July 9,
1992 by the United States of America Department of Energy acting
by and through the Bonneville Power Administration and Pacific
Power & Light Company (Exhibit (10)n, Form 10-K for the fiscal
year ended December 31, 1992, File No. 1-8749).
+(10)o -- Form of Restricted Stock Agreement under Pacific Telecom Long
Term Incentive Plan dated as of February 4, 1994.
(12) -- Computation of Ratio of Earnings to Fixed Charges. (See page
S-1.)
(13) -- Portions of Annual Report to Shareholders of the Registrant for
the year ended December 31, 1993 incorporated by reference
herein.
(21) -- Subsidiaries. (See pages S-2 through S-4.)
(23)a -- Consent of Deloitte & Touche with respect to Annual Report on
Form 10-K.
(23)b -- Consent of Deloitte & Touche with respect to Annual Report on
Form 11-K.
(23)c -- Consent of Deloitte & Touche with respect to Annual Report on
Form 11-K.
(24) -- Powers of Attorney.
(99)a -- "Item 1. Business" and "Item 2. Properties" from the Annual
Reports on Form 10-K of Pacific Telecom, Inc. and PacifiCorp
Financial Services, Inc. for the year ended December 31, 1993.
(99)b -- Annual Report on Form 11-K of the Utah Power & Light Company
Employee Savings and Stock Purchase Plan of PacifiCorp for the
fiscal year ended December 31, 1993.
(99)c -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings and Stock Ownership Plan for the fiscal year ended
December 31, 1993.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K.
On Form 8-K dated October 29, 1993, under "Item 5. Other Events," the
Company filed a press release reporting financial results for the three and
nine-months ended September 30, 1993.
On Form 8-K dated November 19, 1993, under "Item 5. Other Events," the
Company filed a press release issued by Pacific Telecom, Inc., reporting
Pacific Telecom's sale of its shares of common stock of IDB Communications
Group, Inc.
On Form 8-K dated January 18, 1994, under "Item 5. Other Events," the
Company filed a press release reporting certain actions taken at its Board of
Directors meeting held on January 17, 1994.
(c) See (a) 3. above.
(d) See (a) 2. above.
20
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.
PacifiCorp
/s/FREDERICK W. BUCKMAN
By_________________________________
Frederick W. Buckman
(PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Date: June 7, 1994
21
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
(10)o Restricted Stock Agreement for the Pacific Telecom
Long-Term Incentive Plan (filed electronicallly)
(23)b Consent of Independent Public Accountants for the
UP&L Form 11-K (filed electronically)
(23)c Consent of Independent Public Accountants for the
K Plus Form 11-K (filed electronically)
(99)b Annual Report on Form 11-K of the Utah Power &
Light Company Employee Savings and Stock Purchase
Plan of PacifiCorp for the fiscal year ended
December 31, 1993 (filed electronically)
(99)c Annual Report on Form 11-K of the PacifiCorp
K Plus Employee Savings and Stock Ownership Plan
for the fiscal year ended December 31, 1993 (filed
electronically)