EXHIBIT (99)d
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM 11-K
____________________
/X/ Annual report pursuant to Section 15(d) of the Securities Exchange Act of
_
1934
For the Fiscal Year Ended December 31, 1994
OR
/_/ Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from ________ to ________
Commission file number 1-5152
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
PACIFICORP
K PLUS EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
PACIFICORP
700 N.E. Multnomah
Suite 1600
Portland, Oregon 97232
PACIFIC TELECOM, INC.
805 Broadway
Vancouver, Washington 98668
Table of Contents
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS
ENDED DECEMBER 31, 1994 AND 1993:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED
DECEMBER 31, 1994:
Item 27a - Assets Held for Investment Purposes 9-19
1
Deloitte &
Touche LLP
3900 US Bancorp Tower Telephone (503) 222-1341
111 SW Fifth Avenue Facsimile: (503) 224-2172
Portland, Oregon 97204-3698
INDEPENDENT AUDITORS' REPORT
PacifiCorp K Plus Employee Savings Plan:
We have audited the accompanying financial statements of the PacifiCorp K Plus
Employee Savings Plan as of December 31, 1994 and 1993 and for the years then
ended, as listed in the Table of Contents. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1994 and 1993, and the changes in its net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule, listed in
the Table of Contents, is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's
management. Such supplemental schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
April 26, 1995
2
PacifiCorp
K Plus Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1994 and 1993
1994 1993
ASSETS:
Investments (stated at fair value):
Common Stock:
PacifiCorp $ 62,479,086 $ 52,020,180
Pacific Telecom, Inc. 9,446,460 6,272,838
Other 86,943,703 78,838,757
United States government obligations 9,697,843 5,937,090
Corporate bonds 13,814,261 14,131,544
Guaranteed investment contracts 77,944,936 78,256,407
Temporary cash investments 7,848,991 7,715,296
Participant loans 9,203,094 8,586,434
___________ ___________
Total investments 277,378,374 251,758,546
___________ ___________
Receivables:
Due from brokers 126,361 312,030
Dividends 103,723 74,252
Interest 268,262 178,856
Participant contributions 818,097 1,984,733
Pending interfund transfers - (18,365)
___________ ___________
Total receivables 1,316,443 2,531,506
___________ ___________
Total assets 278,694,817 254,290,052
LIABILITIES:
Due to brokers 951,956 1,009,005
Due to fund managers 53,092 47,198
Forfeitures - 202
___________ ___________
Total liabilities 1,005,048 1,056,405
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $277,689,769 $253,233,647
___________ ___________
___________ ___________
<FN>
See notes to financial statements.
</FN>
3
PacifiCorp
K Plus Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
December 31, 1994 and 1993
1994 1993
INCREASES TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividends $ 4,879,216 $ 4,509,801
Net appreciation (depreciation) in
fair value of investments (Note 4) (4,290,502) 6,312,164
Interest and other income 7,253,002 7,349,549
___________ ___________
Total investment income 7,841,716 18,171,514
Participant contributions (Note 3) 29,599,662 29,173,133
Deposits from prior trustees 73,440 400,982
Transfers in and other receipts 398,764 395,302
___________ ___________
Total increases 37,913,582 48,140,931
___________ ___________
DECREASES TO NET ASSETS ATTRIBUTED TO:
Participant withdrawals 12,837,486 33,186,706
Administrative expenses 619,974 606,883
___________ ___________
Total decreases 13,457,460 33,793,589
___________ ___________
NET INCREASE 24,456,122 14,347,342
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 253,233,647 238,886,305
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS
END OF YEAR $277,689,769 $253,233,647
___________ ___________
___________ ___________
<FN>
See notes to financial statements.
</FN>
4
PacifiCorp
K Plus Employee Savings Plan
Notes to Financial Statements
Years Ended December 31, 1994 and 1993
1. PLAN DESCRIPTION
The following brief description of the PacifiCorp K Plus Employee Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for more complete
information.
GENERAL - Effective January 1, 1988, PacifiCorp (the "Company") and most
of its subsidiaries ("Employers") adopted the Plan. The Plan is a
tax-qualified employee savings plan covering all eligible employees of
the Employers. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
On February 18, 1993, the Company announced an agreement to sell, by
means of a merger, its 82%-owned mining and resource development
business, NERCO, Inc. ("NERCO"), to Kennecott Corporation for cash
consideration of $12 per NERCO share. On June 2, 1993, the Company
completed the sale. The NERCO Stock Fund was eliminated from the Plan at
the time of the merger, and participant account balances in the NERCO
Stock Fund were converted to cash at $12 per NERCO share. The resulting
cash balances were then transferred to the Stable Asset Fund, from which
amounts related to terminated NERCO employees were distributed as
appropriate.
ELIGIBILITY - Qualified employees of the Employers (excluding certain
casual employees, and employees covered by a collective bargaining
agreement that does not provide for participation in the Plan) become
eligible to participate after completing one month of service as defined
in the Plan.
PARTICIPANT CONTRIBUTIONS - Eligible employees may elect to have a
portion of their compensation contributed to the Plan ("Pre-Tax
Contributions"). Different percentages can apply to separate Employers,
but in no event will the percentage be more than 16% of compensation.
Each Employer makes a matching contribution each year for each of its
employees participating in Pre-Tax Contributions ("Matching
Contribution"). The Matching Contribution is a percentage of the
participant's Pre-Tax Contribution for the year, up to 6% of the
participant's compensation for the year. The Matching Contribution is
50% or a percentage fixed in the Employer's adoption statement or by
resolution of the Board of Directors of the Employer and announced to
participants, or pursuant to a collective bargaining agreement. Other
than for employees covered by certain collective bargaining agreements,
the Matching Contribution is made to the PacifiCorp K Plus Employee Stock
Ownership Plan.
VESTING - Pre-Tax Contributions are fully vested at all times.
PARTICIPANT ACCOUNTS - Each participant account is credited with Pre-Tax
Contributions and an allocation of the Plan's earnings. Contributions
are credited based on the participant's election and earnings are
allocated based on participant account balances.
5
DISTRIBUTIONS AND WITHDRAWALS - Benefits are payable at retirement or
other termination in a lump sum or through installments. Pre-tax
Contributions may be withdrawn due to financial hardship, subject to
approval.
TERMINATION - The Company may wholly or partially terminate the Plan or
direct the discontinuance of contributions at any time.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION - The investments in PacifiCorp and Pacific Telecom,
Inc. common stock are stated at fair value based on published market
quotations at year end. The per share market values at December 31, 1994
and 1993 were:
1994 1993
PacifiCorp common stock $18.125 $19.250
Pacific Telecom, Inc. common stock 30.000 26.000
Investments in other common stock, U.S. government obligations, and
corporate bonds are stated at fair value based on quoted market prices.
The Wells Fargo U.S. Debt Index Fund, classified as part of corporate
bonds, is stated at fair value based on the number of units held. The
unit value is adjusted to reflect interest on fixed income securities
which is accrued semi-monthly. The guaranteed investment contracts are
stated at cost plus interest reinvested in the fund, except the Capital
Guaranteed Investment Contract Fund which is stated at fair value based
on quoted market prices.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Investment transactions
are accounted for on the date the investments are purchased or sold
(trade date). Interest income is recorded as earned. Dividend income is
recorded on the ex-dividend date. Changes in fair value of investments
during the year are shown as net appreciation or depreciation in fair
value of investments.
FEDERAL INCOME TAXES - The Plan is a tax-qualified retirement plan in
accordance with Section 401(a) of the Internal Revenue Code of 1986, as
amended (the "Code"), and related provisions. The Plan includes elective
contribution provisions designed to qualify under Code Section 401(k) and
related provisions. The Company has received a determination letter in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Code.
The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
BENEFITS PAYABLE - As of December 31, 1994 and 1993, net assets available
for benefits included benefits of $1,390,153 and $2,014,112,
respectively, due to participants who have withdrawn from participation
in the Plan.
ADMINISTRATIVE EXPENSES - The Plan provides that participating employers
may pay administrative costs and expenses of the Plan; those costs not
paid by participating employers are paid from Plan assets.
LOANS TO PARTICIPANTS - Amounts borrowed by participants are recorded as
participant loans and increase the balance of the Participant Loans Fund.
6
3. INVESTMENT PROGRAMS AND FUND INFORMATION
Plan assets are held by the Trustee in investment funds as follows:
A. The Equity Fund, which consists primarily of equity investments and
cash equivalents.
B. The Balanced Fund, which consists primarily of equity investments
and fixed income and debt instruments.
C. The Bond Fund, which consists primarily of units of the Wells Fargo
U.S. Debt Index Fund.
D. The Stable Asset Fund, which consists primarily of guaranteed
investment contracts.
E. The PacifiCorp Stock Fund, which consists primarily of common stock
of PacifiCorp.
F. The Pacific Telecom Stock Fund, which consists primarily of common
stock of Pacific Telecom, Inc.
G. The Participant Loans Fund, which consists of promissory notes
resulting from loans to participants. Each participant's interest
in this fund is accounted for separately.
Participant contributions, participant withdrawals/loan disbursements,
and investment income by fund are as follows for the years ended
December 31, 1994 and 1993:
1994 1993
Participant contributions:
Equity Fund $ 9,735,493 $ 8,803,873
Balanced Fund 4,855,355 4,213,158
Bond Fund 1,169,213 1,171,820
Stable Asset Fund 5,637,205 6,797,893
PacifiCorp Stock Fund 7,168,676 7,101,660
Pacific Telecom Stock Fund 1,033,720 940,097
NERCO Stock Fund - 144,632
__________ __________
Total $29,599,662 $29,173,133
__________ __________
__________ __________
Participant withdrawals/loan disbursements:
Equity Fund $ 2,711,717 $ 7,114,238
Balanced Fund 1,835,819 6,622,822
Bond Fund 546,910 2,063,310
Stable Asset Fund 7,997,274 14,444,113
PacifiCorp Stock Fund 3,273,700 5,032,852
Pacific Telecom Stock Fund 291,155 1,079,609
NERCO Stock Fund - 200,906
Participant Loans Fund (3,819,089) (3,371,144)
__________ __________
Total $12,837,486 $33,186,706
__________ __________
__________ __________
7
1994 1993
Investment income (loss):
Equity Fund $ (684,872) $ 4,402,696
Balanced Fund 706,076 4,227,208
Bond Fund (219,251) 850,133
Stable Asset Fund 5,396,482 5,811,577
PacifiCorp Stock Fund 907,942 2,190,079
Pacific Telecom Stock Fund 1,732,847 715,649
NERCO Stock Fund - (26,814)
Participant Loans Fund 2,492 986
__________ __________
Total $ 7,841,716 $18,171,514
__________ __________
__________ __________
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
For the years ended December 31, 1994 and 1993, the Plan's investments
appreciated (depreciated) in fair value as follows:
1994 1993
PacifiCorp common stock $(2,377,612) $ (878,646)
NERCO, Inc. common stock - (30,637)
Pacific Telecom, Inc. common stock 1,360,080 382,905
Other common stock and corporate bonds (3,142,552) 6,038,492
United States government obligations (525,180) 365,462
Guaranteed investment contracts 394,762 434,588
__________ __________
Total $(4,290,502) $6,312,164
__________ __________
__________ __________
5. RELATED-PARTY TRANSACTIONS
Purchases of employer-related stock during the years ended December 31,
1994 and 1993 were as follows:
PacifiCorp Pacific Telecom
_______________________ ________________________
Number Number
of Shares Cost of Shares Cost
Balance, December 31, 1992 2,344,828 $45,294,750 239,466 $5,850,711
Purchases 484,501 9,041,445 32,870 796,161
Sales (1,118) (21,465) (90) (2,191)
Distributed to participants (120,864) (2,431,088) (30,983) (770,873)
_________ __________ _______ _________
Balance, December 31, 1993 2,707,347 51,883,642 241,263 5,873,808
Purchases 883,905 15,336,260 80,849 1,989,010
Sales (75,630) (1,431,880) (4,415) (107,108)
Distributed to participants (68,500) (1,199,085) (2,815) (74,741)
_________ __________ _______ _________
Balance, December 31, 1994 3,447,122 $64,588,937 314,882 $7,680,969
_________ __________ _______ _________
_________ __________ _______ _________
8
6. INVESTMENTS EXCEEDING 5% OF NET ASSETS AVAILABLE FOR BENEFITS
Investments which exceeded 5% of net assets available for benefits as of
December 31, 1994 and 1993 are as follows:
1994 1993
PacifiCorp Common Stock $62,479,086 $52,020,180
Wells Fargo Bank Equity Index Fund 18,018,740 14,371,638
7. SUBSEQUENT EVENT
On March 9, 1995, Pacific Telecom, Inc. entered into an agreement and
plan of merger with PacifiCorp Holdings, Inc. ("Holdings"), a wholly
owned subsidiary of PacifiCorp, pursuant to which Holdings will acquire
the outstanding shares of Pacific Telecom, Inc. not owned by Holdings for
$30 per share in cash. Holdings presently owns approximately 87% of the
outstanding shares of Pacific Telecom, Inc.
* * * * * *
9
PacifiCorp K Plus
Employee Savings Plan
Item 27a - Assets Held for Investment Purposes
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
COMMON STOCK
PacifiCorp Common Stock 3,447,122 $ 64,588,937 $ 62,479,086
___________ ___________
___________ ___________
Pacific Telecom Common Stock 314,882 $ 7,680,969 $ 9,446,460
___________ ___________
___________ ___________
Other Common Stock
Aerospace - Defense
General Motors Corporation 25,000 893,778 871,875
Loral Corporation 27,000 951,954 1,022,625
McDonnell Douglas Corporation 7,000 809,812 994,000
Rockwell International Corporation 29,000 1,033,200 1,036,750
United Technologies Corporation 18,000 1,211,379 1,131,750
__________ __________
Total Aerospace - Defense 4,900,123 5,057,000
__________ __________
Automobiles, Auto Parts
Chrysler Corporation 24,000 1,061,438 1,176,000
Federal-Mogul Corporation 50,000 1,565,145 1,006,250
General Motors Corporation 37,900 1,777,155 1,596,537
__________ __________
Total Automobiles, Auto Parts 4,403,738 3,778,787
__________ __________
Banking and Finance
Chemical Banking Corporation 10,500 428,834 376,688
Citicorp 47,000 1,840,888 1,944,625
Crown American Realty 14,500 250,125 195,750
Dean Witter Discover & Company 5,142 190,742 174,185
Federal National Mortgage Association 17,000 559,762 1,238,875
First Interstate Bancorp 2,600 101,281 175,825
Household International Inc. 7,000 254,142 259,875
Mellon Bank Corporation 8,250 250,557 252,656
Merrill Lynch & Company Inc. 30,000 1,110,875 1,072,500
Nationsbank Corporation 22,000 1,045,888 992,750
Shawmut National Corporation 9,200 185,868 150,650
Travelers Inc. 16,700 670,268 540,662
Vesta Insurance Group Inc. 7,700 192,500 219,450
Wells Fargo & Company 6,500 644,882 942,500
__________ __________
Total Banking and Finance 7,726,612 8,536,991
__________ __________
10
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Other Common Stock (continued)
Beverages
Pepsico Inc. 43,800 $ 1,475,011 $ 1,587,750
__________ __________
Chemical and Synthetic Fibers
Cooper Tire & Rubber Company 9,300 214,345 219,713
DuPont E I DeNemours & Company 7,900 438,019 443,387
Goodyear Tire and Rubber Company 29,500 976,976 991,938
Hercules Inc. 12,100 921,996 1,396,037
Monsanto Company 22,000 1,745,708 1,551,000
__________ __________
Total Chemical and Synthetic Fibers 4,297,044 4,602,075
__________ __________
Electrical-Electronics
Intel Corporation 30,100 1,793,053 1,922,637
International Business Machines 6,800 372,189 499,800
Micron Technology Inc. 6,900 244,760 304,463
Novell Inc. 16,400 336,260 280,850
Sun Microsystems Inc. 10,000 277,191 355,000
Xerox Corporation 17,300 1,544,299 1,712,700
__________ __________
Total Electrical-Electronics 4,567,752 5,075,450
__________ __________
Food, Soap and Tobacco
CPC International Inc. 4,600 213,601 244,950
Colgate-Palmolive Company 4,100 211,849 259,837
Gillette Company 16,000 661,668 1,198,000
McDonalds Corporation 44,000 702,574 1,287,000
Philip Morris Companies Inc. 24,000 1,264,823 1,380,000
Procter & Gamble Company 20,000 1,133,928 1,240,000
UST Inc. 25,000 685,875 696,875
__________ __________
Total Food, Soap and Tobacco 4,874,318 6,306,662
__________ __________
Health Care and Cosmetics
Abbott Laboratories 45,000 1,346,982 1,468,125
Bausch & Lomb Inc. 8,000 304,706 271,000
Columbia/HCA Healthcare Corporation 47,505 1,407,307 1,733,933
Foundation Health Corporation 27,000 967,804 837,000
Schering Plough Corporation 3,000 185,792 222,000
__________ __________
Total Health Care and Cosmetics 4,212,591 4,532,058
__________ __________
11
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Other Common Stock (continued)
Insurance
American International Group Inc. 12,000 $ 703,107 $ 1,176,000
MBIA Inc. 30,000 1,627,590 1,683,750
__________ __________
Total Insurance 2,330,697 2,859,750
__________ __________
Leisure and Entertainment
Brinker International Inc. 10,500 180,642 190,313
Capital Cities ABC Inc. 5,600 307,828 477,400
Carnival Corporation 10,200 216,101 216,750
Marriott International Inc. 35,000 1,016,823 984,375
Mattel Inc. 45,000 552,875 1,130,625
Tele Communications Inc. 14,800 278,287 321,900
__________ __________
Total Leisure and Entertainment 2,552,556 3,321,363
__________ __________
Machinery-Equipment
Varity Corporation 35,000 1,290,231 1,268,750
__________ __________
Metals-Mining
USX US Steel Group Inc. 12,900 454,505 457,950
__________ __________
Oil and Gas
Amoco Corporation 8,800 486,037 520,300
Kerr McGee Corporation 6,200 258,893 286,750
Noble Affiliates Inc. 8,600 247,164 212,850
Tosco Corporation 20,000 620,616 582,500
Unocal Corporation 7,100 209,842 193,475
__________ __________
Total Oil and Gas 1,822,552 1,795,875
__________ __________
12
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Other Common Stock (continued)
Paper and Forest Products
Champion International Corporation 6,200 $ 186,009 $ 226,300
Georgia Pacific Corporation 6,900 496,542 493,350
Scott Paper Company 7,000 299,286 483,875
Willamette Industries Inc. 5,200 255,704 247,000
__________ __________
Total Paper and Forest Products 1,237,541 1,450,525
__________ __________
Photographic and Related
Eastman Kodak Company 7,100 265,752 339,025
__________ __________
Printing and Publishing
Times Mirror Company 33,000 988,614 1,035,375
__________ __________
Retail Trade
Circuit City Stores Inc. 7,200 146,350 160,200
GAP Inc. 10,300 345,551 314,150
Limited Inc. 16,500 358,717 299,062
J C Penney Company 8,900 382,918 397,163
Price/Costco Inc. 80,000 1,270,948 1,030,000
Rite Aid Corporation 50,000 945,805 1,168,750
Sears Roebuck & Company 11,800 498,655 542,800
__________ __________
Total Retail Trade 3,948,944 3,912,125
__________ __________
Textiles and Apparel
Reebok International Ltd. 6,100 202,062 240,950
V F Corporation 5,400 250,146 262,575
__________ __________
Total Textiles and Apparel 452,208 503,525
__________ __________
Transportation - Air
AMR Corporation Delaware 4,300 272,003 228,975
__________ __________
Transportation Excluding Air
Conrail Inc. 20,000 1,036,489 1,010,000
Southern Pacific Rail Corporation 45,000 912,198 815,625
__________ __________
Total Transportation Excluding Air 1,948,687 1,825,625
__________ __________
13
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Other Common Stock (continued)
Utilities
AT&T Corporation 9,700 $ 494,040 $ 487,425
Houston Industries Inc. 7,700 266,900 274,313
MCI Communications Corporation 50,000 1,236,862 918,750
US WEST Inc. 15,100 614,435 537,938
__________ __________
Total Utilities 2,612,237 2,218,426
__________ __________
Conglomerates - Miscellaneous
Airtouch Communications Inc. 11,400 267,900 332,025
Allied Signal Inc. 11,400 219,939 387,600
First USA Inc. 31,000 1,062,315 1,019,125
ITT Corporation 5,600 397,411 496,300
Philips Electronics NV 10,800 226,087 317,250
Rayonier Inc. 35,000 1,009,575 1,067,500
__________ __________
Total Conglomerates - Miscellaneous 3,183,227 3,619,800
__________ __________
Special Investments Funds
Bay Apt Communities Inc. 10,000 200,000 201,250
Camden Property Trust 8,000 192,939 199,000
Liberty Property Trust 10,900 219,214 213,913
__________ __________
Total Special Investments Funds 612,153 614,163
__________ __________
Wells Fargo Equity Index Fund 172,712 17,687,920 18,018,740
__________ __________
International Stock
Fiat SPA 21,300 220,506 247,612
Inco Ltd. 9,500 243,318 271,938
Nokia Corporation 6,000 314,445 450,000
Royal Dutch Petroleum Company 13,200 1,056,052 1,422,300
Southern Electric Plc 13,100 337,575 330,788
Tele Danmark A/S 7,000 171,500 178,500
Telefonos De Mexico SA 22,000 896,641 902,000
__________ __________
Total International 3,240,037 3,803,138
__________ __________
RJR Nabisco Holdings Corporation 32,300 209,950 193,800
__________ __________
Total Other Common Stock 81,567,003 86,943,703
__________ __________
__________ __________
14
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
U.S. GOVERNMENT OBLIGATIONS
United States of America Treasury 1,455,000 $ 1,417,504 $ 1,379,980
Notes
5.625% due 08-31-1997
United States of America Treasury 1,600,000 1,552,500 1,551,744
Notes
4.625% due 02-15-1996
United States of America Treasury 2,875,000 2,733,711 2,649,485
Notes
5.125% due 04-30-1998
United States of America Treasury 3,815,000 3,589,843 3,464,478
Notes
5.125% due 12-31-1998
Federal National Mtg Assn GTD 300,000 311,438 274,311
7.5% due 11-25-2020
Federal National Mtg Assn GTD 346,633 335,476 318,036
6% due 05-01-2001
Government Trust Certificate 59,397 58,965 59,809
8.875% due 05-15-1995 __________ __________
Total U.S. Government Bonds 9,999,437 9,697,843
and Obligations __________ __________
__________ __________
15
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Corporate Bonds
Bridgestone Firestone Master Trust 500,000 $ 497,734 $ 495,410
6.25% due 12-01-1999
CMC Securities Corporation III 100,000 102,313 97,437
6.4% due 02-25-2024
CTS Home Equity Loan Trust 160,867 162,051 160,515
8.8% due 01-15-2006
Countrywide Mortgage Bkd Securities 275,000 282,090 267,866
6.5% due 02-25-2024
Chase Mortgage Finance Corporation 425,000 434,629 408,263
7% due 06-25-2024
DR Structured Financial Corporation 195,991 187,765 173,569
6.66% due 08-15-2010
Dean Witter Discover & Company 300,000 307,197 280,113
6% due 03-01-1998
Fiscal Home Equity Loan Trust 9,342 9,302 9,348
8.9% due 11-15-1997
Green Tree Financial Corporation 215,634 215,432 209,299
6.45% due 05-15-2019
Housing Securities Inc. 145,933 137,063 137,062
6.5% due 07-25-2009
Merrill Lynch Mortgage Invs Inc. 133,320 135,820 135,820
8.718% due 04-25-2023
Olympic Automobile Receivable Trust 275,000 274,334 267,784
6.85% due 06-15-2001
Pacific College Mortgage Trust 127,200 119,170 121,594
7.75% due 05-01-2017
Prudential Home Mortgage Securities 197,197 197,999 194,301
7.5% due 12-25-2021
Residential Funding Mortgage 243,247 224,054 224,053
Securities
6.5% due 06-25-2009
16
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Corporate Bonds (continued)
Resolution Trust Corporation 292,685 292,099 292,685
7.75% due 12-25-2018
Resolution Trust Corporation 232,207 222,879 232,207
7.159% due 10-25-2021
Resolution Trust Corporation 300,956 301,050 300,023
8.8% due 08-25-2023
Resolution Trust Corporation 252,624 241,966 240,523
7.17305% due 12-25-2029
SPNB Home Equity Loan 37,575 37,469 37,563
7.85% due 05-15-1998
Thomson McKinnon Mortgage Assets 298,705 289,015 279,382
8% due 03-20-2019
US Department Veterans Affairs 360,000 341,269 334,573
5.75% due 06-15-2007
US Home Equity Loan 71,186 71,008 71,074
8.5% due 04-15-2021
Wells Fargo Bank U.S. Debt Index Fund 458,628 8,812,514 8,447,471
Southern California Edison Company 250,000 245,773 238,782
5.9% due 01-15-1997
International Bonds
Italy Republic Debentures 200,000 197,450 157,544
6.875% due 09-27-2023 __________ __________
Total Corporate Bonds 14,339,445 13,814,261
__________ __________
__________ __________
17
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Guaranteed Investment Contracts
Capital Guaranteed Investment Contract Fund $ 3,664,710 $ 6,889,093
Manufacturers Life, 8.8% due 1/17/95 763,427 763,427
Lincoln National Life, 6.89% due 2/28/97 1,829,315 1,829,315
Safeco Life, 6.48% due 2/17/95 1,203,744 1,203,744
Confederation Life, due 1/31/97 1,207,801 1,207,801
Sun Life, 8.83% due 3/31/96 2,821,245 2,821,245
Lincoln National Life, 8.77% due 3/31/96 2,675,414 2,675,414
Nationwide Insurance, 7.2% due 5/29/97 1,796,179 1,796,179
Confederation Life, due 8/31/99 1,059,731 1,059,731
Allstate, 8.71% due 6/17/96 1,391,834 1,391,834
Protective Life, 8.70% due 3/16/95 and 5/16/96 2,637,725 2,637,725
Transamerica, 8.63% due 7/16/95 and 2/16/96 1,387,469 1,387,469
Safeco Life, 7.26% maturity 3/3/97 596,609 596,609
Safeco Life, 7.29% maturity 4/3/97 597,030 597,030
Safeco Life, 6.34% due 8/9/95 873,483 873,483
Safeco Life, 6.34% due 6/9/95 873,483 873,483
Safeco Life, 6.6% due 7/1/97 1,399,918 1,399,918
Sun Life, 6.78% maturity 7/31/97 1,170,933 1,170,933
Travelers Life, 8.9% due 7/31/96 3,174,853 3,174,853
Protective Life, 6.29% due 8/27/97 2,304,133 2,304,133
Nationwide Insurance, 5.85% due 9/30/97 1,133,941 1,133,941
Nationwide Insurance, 6.75% due 10/22/97 1,153,921 1,153,921
Allstate, 7% due 10/13/97 1,155,561 1,155,561
Prudential Life, 7.04% maturity 12/30/97 2,877,232 2,877,232
Life of Virginia, 6.56% due 11/04/97 2,269,821 2,269,821
Lincoln National Life, 6.81% maturity 1/30/98 1,706,938 1,706,938
Business Men's Assurance, 6.6% due 2/25/98 1,055,783 1,055,783
Business Men's Company, 6.28% due 2/19/98 1,054,321 1,054,321
Sun Life, 5.98% due 3/18/98 1,109,498 1,109,498
Principal Mutual, 5.75% due 5/29/98 1,100,802 1,100,802
Prudential Life, 5.7% due 5/29/98 1,095,406 1,095,406
Business Men's Company, 6% due 6/17/98 1,032,114 1,032,114
Life of Virginia, 5.73% due 6/30/98 1,629,137 1,629,137
Business Men's Company, 5.78% due 6/9/98 1,541,435 1,541,435
New York Life, 5.73% due 4/30/98 and 7/31/98 2,558,870 2,558,870
New York Life, 5.2% due 8/31/98 and 5.8% due 11/30/98 3,720,946 3,720,946
Hartford Life, 5.45% due 10/27/98 3,193,073 3,193,073
Sun Life, 5.64% due 12/27/98 2,104,559 2,104,559
Business Men's Assurance, 5.7% due 1/15/99 2,009,744 2,009,744
State Mutual Life Assurance, 7.04% due 3/12/99
and 5/12/99 1,575,801 1,575,801
Principal Mutual, 7.4% due 4/23/99 1,566,566 1,566,566
Life of Virginia, 7.49% due 6/28/99 2,074,574 2,074,574
18
PacifiCorp K Plus
December 31, 1994
Identity of Issue, Shares or Current
Borrower, or Similar Party Face Value Cost Value
__________________________ __________ __________ _______
Guaranteed Investment Contracts (continued)
Hartford Life, 7.51% due 8/27/99 $ 1,031,433 $ 1,031,433
New York Life, 7.55% due 9/23/99 770,013 770,013
New York Life, 7.55% due 7/23/99 770,013 770,013
Capital Trust Company Trust Funds Prime Obligation 15 15
___________ ___________
Total Guaranteed Investment Contracts $ 74,720,553 $ 77,944,936
___________ ___________
___________ ___________
Participant Loans
(Interest rates ranging from 6.5-12.5%
Maturities ranging from 1994 to 2008) $ 8,976,583 $ 9,203,094
___________ ___________
___________ ___________
Temporary Cash Investments
Harris Bank Collective Investment Fund
Master Trust Reserve Fund .0556% $ 7,848,991 $ 7,848,991
___________ ___________
___________ ___________
Total Investments $269,721,918 $277,378,374
___________ ___________
___________ ___________
19
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
________
1934, the K Plus Employee Savings Administrative Committee, which
administers the Plan, has duly caused this annual report to be signed on
its behalf by the undersigned hereunder duly authorized.
PACIFICORP K PLUS EMPLOYEE SAVINGS PLAN
/s/MICHAEL J. PITTMAN
Michael J. Pittman, Committee Member
June 22, 1995