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):
June 13, 1997
PACIFICORP
(Exact name of registrant as specified in its charter)
State of Oregon 1-5152 93-0246090
(State of Incorporation) (Commission (I.R.S. Employer
File No.) Identification No.)
700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 731-2000
No Change
(Former Name or Former Address, if changed since last report)
2
Item 5. OTHER EVENTS
Information contained in the news release of PacifiCorp (the
"Company") issued June 13, 1997 relating to the proposed cash offer by a
subsidiary of the Company for all outstanding shares of The Energy Group and
the proposed sale of the Company's wholly owned telecommunications subsidiary,
Pacific Telecom, Inc. ("PTI"), is incorporated herein by reference. Also
incorporated by reference is the information contained in the announcement of
PacifiCorp and The Energy Group, dated June 13, 1997, relating to the proposed
cash offer for shares of The Energy Group.
Item 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(b) Pro forma Financial information
1. Unaudited pro forma condensed consolidated income
statements for the three years ended December 31, 1996,
1995 and 1994.
2. Unaudited pro forma condensed consolidated balance sheet
and income statement as of and for the three months
ended March 31, 1997.
(c) Exhibits.
99(a) PacifiCorp news release issued June 13, 1997.
99(b) Announcement of PacifiCorp and The Energy Group, dated
June 13, 1997, relating to the proposed cash offer for
shares of The Energy Group.
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
(Registrant)
By: RICHARD T. O'BRIEN
__________________________________
Richard T. O'Brien
Senior Vice President and
Chief Financial Officer
Date: June 18, 1997
3
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Year Ended December 31, 1994
(Unaudited)
In Millions of Dollars
Historical
________________________________ Pro Forma
Consolidated Consolidated
PacifiCorp Pacific Telecom PacifiCorp
____________ _______________ ____________
Revenues $3,498.0 $(696.5) $2,801.5
Expenses
Depreciation and amortization 424.3 (104.5) 319.8
Operations, maintenance and other 2,051.4 (427.3) 1,624.1
_______ ______ _______
Total 2,475.7 (531.8) 1,943.9
_______ ______ _______
Income from Operations 1,022.3 (164.7) 857.6
Interest Expense and Other
Interest expense 334.5 (34.8) 299.7
Interest capitalized (14.5) (14.5)
Minority interest and other (15.5) (18.6) (34.1)
_______ ______ _______
Total 304.5 (53.4) 251.1
_______ ______ _______
Income from continuing operations
before income taxes 717.8 (111.3) 606.5
Income taxes 249.8 (40.8) 209.0
_______ ______ _______
Income from continuing operations 468.0 (70.5) 397.5
Discontinued operations - $ 70.5 70.5
_______ ====== _______
Net Income $ 468.0 $ 468.0
======= =======
Earnings on Common Stock
Continuing operations $ 428.3 $ 357.8
Discontinued operations - 70.5
_______ _______
$ 428.3 $ 428.3
======= =======
Average number of common shares
outstanding (Thousands) 282,912 282,912
Earnings per Common Share
Continuing operations $ 1.51 $ 1.26
Discontinued operations - .25
_______ ______
$ 1.51 $ 1.51
======= ======
<FN>
See accompanying notes to the pro forma condensed consolidated financial statements.
</FN>
4
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Year Ended December 31, 1995
(Unaudited)
In Millions of Dollars
Historical
________________________________ Pro Forma
Consolidated Consolidated
PacifiCorp Pacific Telecom PacifiCorp
____________ _______________ ____________
Revenues $3,416.9 $(640.1) $2,776.8
Expenses
Depreciation and amortization 445.6 (111.9) 333.7
Operations, maintenance and other 1,915.4 (362.9) 1,552.5
_______ ______ _______
Total 2,361.0 (474.8) 1,886.2
_______ ______ _______
Income from Operations 1,055.9 (165.3) 890.6
Interest Expense and Other
Interest expense 378.7 (42.3) 336.4
Interest capitalized (15.1) (15.1)
Minority interest and other (51.5) 27.0 (24.5)
_______ ______ _______
Total 312.1 (15.3) 296.8
_______ ______ _______
Income from continuing operations
before income taxes 743.8 (150.0) 593.8
Income taxes 238.8 (47.0) 191.8
_______ ______ _______
Income from continuing operations 505.0 (103.0) 402.0
Discontinued operations - $ 103.0 103.0
_______ ====== _______
Net Income $ 505.0 $ 505.0
======= =======
Earnings on Common Stock
Continuing operations $ 466.3 $ 363.3
Discontinued operations - 103.0
_______ _______
$ 466.3 $ 466.3
======= =======
Average number of common shares
outstanding (Thousands) 284,272 284,272
Earnings per Common Share
Continuing operations $ 1.64 $ 1.28
Discontinued operations - .36
_______ ______
$ 1.64 $ 1.64
======= ======
<FN>
See accompanying notes to the pro forma condensed consolidated financial statements.
</FN>
5
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Year Ended December 31, 1996
(Unaudited)
In Millions of Dollars
Historical
________________________________ Pro Forma
Consolidated Consolidated
PacifiCorp Pacific Telecom PacifiCorp
_____________ _______________ ____________
Revenues $4,293.8 $(521.1) $3,772.7
Expenses
Depreciation and amortization 530.4 (106.5) 423.9
Operations, maintenance and other 2,518.3 (255.9) 2,262.4
_______ ______ _______
Total 3,048.7 (362.4) 2,686.3
_______ ______ _______
Income from Operations 1,245.1 (158.7) 1,086.4
Interest Expense and Other
Interest expense 465.7 (40.8) 424.9
Interest capitalized (11.9) (11.9)
Minority interest and other 2.5 4.3 6.8
_______ ______ _______
Total 456.3 (36.5) 419.8
_______ ______ _______
Income from continuing operations
before income taxes 788.8 (122.2) 666.6
Income taxes 283.9 (47.5) 236.4
_______ ______ _______
Income from continuing operations 504.9 (74.7) 430.2
Discontinued operations - $ 74.7 74.7
_______ ====== _______
Net Income $ 504.9 $ 504.9
======= =======
Earnings on Common Stock
Continuing operations $ 475.1 $ 400.4
Discontinued operations - 74.7
_______ _______
$ 475.1 $ 475.1
======= =======
Average number of common shares
outstanding (Thousands) 292,494 292,494
Earnings per Common Share
Continuing operations $ 1.62 $ 1.37
Discontinued operations - .25
_______ ______
$ 1.62 $ 1.62
======= ======
<FN>
See accompanying notes to the pro forma condensed consolidated financial statements.
</FN>
6
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Three Months Ended March 31, 1997
(Unaudited)
In Millions of Dollars
Historical
________________________________ Pro Forma
Consolidated Consolidated
PacifiCorp Pacific Telecom PacifiCorp
____________ _______________ ____________
Revenues $1,169.8 $(128.0) $1,041.8
Expenses
Depreciation and amortization 137.0 (27.8) 109.2
Operations, maintenance and other 731.2 (60.0) 671.2
_______ ______ _______
Total 868.2 (87.8) 780.4
_______ ______ _______
Income from Operations 301.6 (40.2) 261.4
Interest Expense and Other
Interest expense 117.0 (10.5) 106.5
Interest capitalized (2.9) (2.9)
Minority interest and other (2.5) 1.5 (1.0)
_______ ______ _______
Total 111.6 (9.0) 102.6
_______ ______ _______
Income from continuing operations
before income taxes 190.0 (31.2) 158.8
Income taxes 69.0 (12.9) 56.1
_______ ______ _______
Income from continuing operations 121.0 (18.3) 102.7
Discontinued operations - $ 18.3 18.3
_______ ====== _______
Net Income $ 121.0 $ 121.0
======= =======
Earnings on Common Stock
Continuing operations $ 114.9 $ 96.6
Discontinued operations - 18.3
_______ _______
$ 114.9 $ 114.9
======= =======
Average number of common shares
outstanding (Thousands) 295,393 295,393
Earnings per Common Share
Continuing operations $ .39 $ .33
Discontinued operations - .06
_______ _______
$ .39 $ .39
======= =======
<FN>
See accompanying notes to the pro forma condensed consolidated financial statements.
</FN>
7
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 1997
(Unaudited)
In Millions of Dollars
Historical
________________________ Elimination Pro Forma
Consolidated Pacific of Affiliated Other Consolidated
PacifiCorp Telecom Balances (a) Adjustments (b) PacifiCorp
_____________ _______ _____________ _______________ ____________
Assets
Property, Plant and Equipment - Net $10,205.9 $(944.8) $ 9,261.1
Net assets of discontinued operations 782.7 $(128.1) 654.6
Current assets 954.7 (216.8) $40.9 778.8
Other Assets 3,344.1 (499.5) 38.9 2,883.5
________ ______ ____ ______ ________
Total Assets $14,504.7 $(878.4) $79.8 $(128.1) $13,578.0
======== ====== ==== ====== ========
Liabilities and Shareholders Equity
Common Equity $ 4,075.4 $ 4,075.4
Preferred Stock 135.5 135.5
Preferred Stock Subject to Mandatory
Redemption 175.0 175.0
Guaranteed Preferred Beneficial Interests in
Company's Junior Subordinated Debentures 209.7 209.7
Long-term Debt 5,205.8 $(501.4) $33.5 4,737.9
Short-term debt and long-term
currently maturing 971.9 (15.9) 37.8 $(128.1) 865.7
Other current liabilities 876.4 (132.1) 3.1 747.4
Deferred income taxes and investment
tax credits 2,092.8 (158.0) 1,934.8
Other deferred credits 729.2 (53.2) 5.4 681.4
Minority interest 33.0 (17.8) 15.2
________ ______ ____ ______ ________
Total Liabilities and Shareholders Equity $14,504.7 $(878.4) $79.8 $(128.1) $13,578.0
======== ====== ==== ====== ========
<FN>
See accompanying notes to the pro forma condensed consolidated financial statements.
</FN>
8
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 PTI as if such transaction had occurred, for
statements of consolidated income for the years ended December 31, 1994, 1995,
1996 and 1997, and for the consolidated balance sheet as of March 31, 1997.
PTI will be presented as a discontinued segment and historical financial
statements of the Company will be restated to reflect management's decision to
dispose of this segment.
These unaudited pro forma condensed consolidated financial statements should
be read in conjunction with the Company's 1996 audited consolidated financial
statements. 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 years ended
December 31, 1994, 1995 and 1996 and for the three months ended March 31, 1997
less the historical income statements of PTI. Certain additional adjustments
should be considered.
(i) Assuming that PTI was sold for its net book value of $756 million on
January 1, 1996, a loan agreement would have required $450 million of
debt repayment resulting in estimated interest savings of $25 million and
increased earnings on common stock of $16 million, or $.05 per share. If
the remaining $306 million of proceeds had been used to repay debt, the
additional interest expense reduction in 1996 would have been $17 million
and earnings on common stock would have increased an additional
$11 million, or an additional $.04 per share.
(ii) Assuming that PTI was sold for net book value of $780 million on
January 1, 1997, a loan agreement would have required $134 million of
debt repayment resulting in estimated interest savings of $2 million and
increased earnings on common stock of $1 million. If the remaining
$646 million of proceeds had been used to repay debt, the additional
interest expense reduction for the three months ended March 31, 1997
would have been $9 million, earnings available on common would have
increased an additional $6 million and earnings per share would have
increased an additional $.02.
The accompanying pro forma condensed consolidated balance sheet as of
March 31, 1997 consists of the historical unaudited balance sheet of the
Company, less the historical unaudited balance sheet of PTI, plus the
elimination of affiliated transactions and certain pro forma adjustments
described below:
(a) Affiliated balances between the Company and its subsidiaries and PTI,
eliminated in the consolidation process, were restored on the pro forma
balance sheet.
(b) Proceeds of $128 million were used to repay short-term debt, as required
by the PacifiCorp Holdings, Inc. revolving credit agreement.
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
99(a) PacifiCorp news release issued June 13, 1997.
99(b) Announcement of PacifiCorp and The Energy Group,
dated June 13, 1997, relating to the proposed
cash offer for shares of The Energy Group.