SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 (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, 1994 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, 1995, the aggregate market value of the shares of voting stock of the Registrant held by non-affiliates was approximately $5.8 billion. As of March 1, 1995, there were 284,259,719 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, 1994 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, 1994 are incorporated by reference in Part I. Portions of the proxy statement of the Registrant for the 1995 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: *(2)a -- Agreement and Plan of Merger dated as of March 9, 1995 by and among Pacific Telecom, Inc., PacifiCorp Holdings, Inc. and PXYZ Corporation. (Exhibit 2A, Form 8-K dated March 9, 1995, File No. 0-873.) *(2)b -- Agreement dated as of March 9, 1995 between PacifiCorp and Pacific Telecom, Inc. (Exhibit 2B, Form 8-K dated March 9, 1995, File No. 0-873.) *(3)a -- Second Restated Articles of Incorporation of the Company, as amended. (Exhibit (3)a, Form 10-K for fiscal year ended December 31, 1992, File No. 1-5152). *(3)b -- Bylaws of the Company (as restated and amended November 17, 1993). (Exhibit (3)b, Form 10-K for fiscal year ended December 31, 1993, File No. 1-5152). *(4)a -- Mortgage and Deed of Trust dated as of January 9, 1989, between the Company and Morgan Guaranty Trust Company of New York (Chemical Bank, successor), Trustee, as supplemented and modified by nine 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; Exhibit 4(a), Form 10-Q for the quarter ended September 30, 1993, File No. 1-5152); and Exhibit 4(a), Form 10-Q for the quarter ended June 30, 1994, File No. 1-5152). (4)b -- Tenth Supplemental Indenture dated as of August 1, 1994 to the Mortgage and Deed of Trust dated as of January 9, 1989 between the Company and Morgan Guaranty Trust Company of New York (Chemical Bank, successor), Trustee. *(4)c -- Mortgage and Deed of Trust dated as of July 1, 1947, between Pacific Power & Light Company and Guaranty Trust Company of New York (Chemical Bank, successor) and Oliver R. Brooks et al. (resigned) Trustees, as supplemented and modified by 16 fifty-two 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 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; Exhibit 4(b), Form 10-Q for the quarter ended September 30, 1993, File No. 1-5152; and Exhibit 4(b), Form 10-Q for the quarter ended June 30, 1994, File No. 1-5152). (4)d -- Fifty-third Supplemental Indenture dated as of August 1, 1994 to the Mortgage and Deed of Trust dated as of July 1, 1947 between Pacific Power & Light Company and Guaranty Trust Company of New York (Chemical Bank, successor) and Oliver R. Brooks et al. (resigned), Trustees. *(4)e -- 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-four 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; 17 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; Exhibit 4(c), Form 10-Q for the quarter ended September 30, 1993, File No. 1-5152; and Exhibit 4(c), Form 10-Q for the quarter ended June 30, 1994, File No. 1-5152). (4)f -- Fifty-fifth Supplemental Indenture dated as of August 1, 1994 to the Mortgage and Deed of Trust dated as of December 1, 1943 between Utah Power & Light Company and Guaranty Trust Company of New York (Chemical Bank, successor) and Arthur E. Burke et al. (resigned), Trustees. *(4)g -- 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 -- PacifiCorp Compensation Reduction Plan dated December 1, 1994, as amended. *+(10)c -- 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)d -- PacifiCorp 1995 PerformanceShare Incentive Plan. +(10)e -- PacifiCorp 1995 Individual Incentive Plan. +(10)f -- PacifiCorp Non-Employee Directors' Stock Compensation Plan dated August 1, 1985, as amended. *+(10)g -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit 10G, Form 10-K for the year ended December 31, 1993, File No. 0-873). *+(10)h -- Form of Restricted Stock Agreement under PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit 10H, Form 10-K for the year ended December 31, 1993, File No. 0-873). +(10)i -- PacifiCorp Supplemental Executive Retirement Plan 1988 Restatement, as amended. *+(10)j -- PacifiCorp Executive Severance Plan (Exhibit (10)m, Form 10-K for fiscal year ended December 31, 1988, File No. 1-5152). *+(10)k -- Pacific Telecom Executive Deferred Compensation Plan dated as of January 1, 1994, as amended (Exhibit 10L, Form 10-K for the year ended December 31, 1994, File No. 0-873). *+(10)l -- 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). 18 *+(10)m -- Pacific Telecom Executive Officer Severance Plan (Exhibit 10N, Form 10-K for the year ended December 31, 1994, File No. 0-873). *+(10)n -- Form of Restricted Stock Agreement under Pacific Telecom Long- Term Incentive Plan 1994 Restatement (Exhibit (10)o, Form 10-K for the year ended December 31, 1993, File No. 1-5152). *+(10)o -- Incentive Compensation Agreement dated as of February 1, 1994 between PacifiCorp and Frederick W. Buckman (Exhibit (10)k, Form 10-K for the fiscal year ended December 31, 1993, File No. 1-5152). *+(10)p -- 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. 1-5152). *+(10)q -- Compensation Agreement dated as of February 9, 1994 between PacifiCorp and Keith R. McKennon (Exhibit (10)m, Form 10-K for the fiscal year ended December 31, 1993, File No. 1-5152). +(10)r -- Amendment No. 1 to Compensation Agreement between PacifiCorp and Keith R. McKennon dated as of February 9, 1995. *(10)s -- 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. 1-5152). (10)t -- Restated Surplus Firm Capacity Sale Agreement executed September 27, 1994 by the United States of America Department of Energy acting by and through the Bonneville Power Administration and Pacific Power & Light Company. (12)a -- Statements of Computation of Ratio of Earnings to Fixed Charges. (See page S-1.) (12)b -- Statements of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. (See page S-2.) (13) -- Portions of Annual Report to Shareholders of the Registrant for the year ended December 31, 1994 incorporated by reference herein. (21) -- Subsidiaries. (See pages S-2 through S-4.) (23)a -- Consent of Deloitte & Touche LLP with respect to Annual Report on Form 10-K. (23)b -- Consent of Deloitte & Touche LLP with respect to Annual Report on Form 11-K. (23)c -- Consent of Deloitte & Touche LLP with respect to Annual Report on Form 11-K. (24) -- Powers of Attorney. (27) -- Financial Data Schedule (filed electronically only). (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, 1994. (99)b -- Annual Report on Form 11-K of the PacifiCorp Compensation Reduction Plan for the fiscal year ended December 31, 1994. (99)c -- 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, 1994. (99)d -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee Savings Plan for the fiscal year ended December 31, 1994. - ----------- *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 March 9, 1995, under "Item 5. Other Events," the Company filed a press release reporting a proposed merger under which the minority interest in Pacific Telecom, Inc. would be acquired by PacifiCorp Holdings. In addition, the Company reported certain summary financial information. (c) See (a) 3. above. (d) See (a) 2. above. 19 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 22, 1995 20 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE _______ ___________ ____ (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)c 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, 1994 (filed electronically) (99)d Annual Report on Form 11-K of the PacifiCorp K Plus Employee Savings Plan for the fiscal year ended December 31, 1994 (filed electronically)