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, 1998
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)
825 N.E. Multnomah, Portland, Oregon 97232
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 813-5000
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
8 3/8% Quarterly Income Debt Securities New York Stock Exchange
(Junior Subordinated Deferrable
Interest Debentures, Series A)
8.55% Quarterly Income Debt Securities New York Stock Exchange
(Junior Subordinated Deferrable
Interest Debentures, Series B)
8 1/4% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series A,
of PacifiCorp Capital I
7.70% Cumulative Quarterly Income New York Stock Exchange
Preferred Securities, Series B,
of PacifiCorp Capital II
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. [X]
On February 1, 1999, the aggregate market value of the shares of voting
and nonvoting common equity of the Registrant held by nonaffiliates was
approximately $6.5 billion.
As of March 1, 1999, there were 297,331,433 shares of the Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. The list of all financial statements filed as a part of this report is
included in ITEM 8.
2. Schedules:*
- ----------
* All schedules have been omitted because of the absence of the
conditions under which they are required or because the required
information is included elsewhere in the financial statements included
under ITEM 8.
3. Exhibits:
*(2)a -- Agreement and Plan of Merger, dated as of December 6, 1998, by
and among Scottish Power plc, NA General Partnership, Scottish
Power NA 1 Limited and Scottish Power NA 2 Limited.
(Incorporated by reference to Exhibit 1 to the Form 6-K, dated
December 11, 1998, filed by Scottish Power plc, File No. 1-
14676).
(2)b -- Amended and Restated Agreement and Plan of Merger, dated as of
December 6, 1998, as amended as of January 29, 1999 and February
9, 1999, and amended and restated as of February 23, 1999, by
and among New Scottish Power PLC, Scottish Power plc, NA General
Partnership and PacifiCorp.
*(2)c -- Stock Purchase Agreement, dated as of June 11, 1997, by and
among PacifiCorp Holdings, Inc., Pacific Telecom, Inc., Century
Telephone Enterprises, Inc. and Century Cellunet, Inc.
(Incorporated by reference to Exhibit 2.1 of Century Telephone
Enterprises, Inc.'s Current Report on Form 8-K dated June 11,
1997, File No. 1-7784).
*(3)a -- Third Restated Articles of Incorporation of the Company (Exhibit
(3)b, Form 10-K for the fiscal year ended December 31, 1996,
File No. 1-5152).
(3)b -- Bylaws of the Company as amended November 18, 1998.
*(4)a -- Mortgage and Deed of Trust dated as of January 9, 1989, between
the Company and Morgan Guaranty Trust Company of New York (The
Chase Manhattan Bank, successor), Trustee, as supplemented and
modified by twelve 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
32
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;
Exhibit 4(a), Form 10-Q for the quarter ended June 30, 1994,
File No. 1-5152; Exhibit (4)b, Form 10-K for the fiscal year
ended December 31, 1994, File No. 1-5152; and Exhibit (4)b, Form
10-K for the fiscal year ended December 31, 1995, File No.
1-5152; Exhibit (4)b, Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-5152).
(4)b -- Thirteenth Supplemental Indenture, dated as of November 1, 1998.
*(4)c -- Third Restated Articles of Incorporation 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% 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, as amended
(Exhibit 10-F, Form 10-K for fiscal year ended December 31,
1992, File No. 1-8749) (Exhibit (10)b, Form 10-K for fiscal year
ended December 31, 1994, File No. 1-5152).
+(10)b -- PacifiCorp Compensation Reduction Plan dated December 1, 1994,
as amended.
*+(10)c -- PacifiCorp Executive Incentive Program (Exhibit (10)d, Form 10-K
for the fiscal year ended December 31, 1996, File No. 1-5152).
*+(10)d -- PacifiCorp Non-Employee Directors' Stock Compensation Plan dated
August 1, 1985, as amended (Exhibit (10)f, Form 10-K for fiscal
year ended December 31, 1994, File No. 1-5152).
+(10)e -- PacifiCorp Long Term Incentive Plan, 1993 Restatement, as
amended.
*+(10)f -- Form of Restricted Stock Agreement under PacifiCorp Long-Term
Incentive Plan, 1993 Restatement, as amended (Exhibit 10H, Form
10-K for the year ended December 31, 1993, File No. 0-873).
+(10)g -- PacifiCorp Supplemental Executive Retirement Plan, as amended.
*+(10)h -- Incentive Compensation Agreement dated as of February 1, 1994
between PacifiCorp and Frederick W. Buckman (Exhibit (10)k, Form
33
10-K for the fiscal year ended December 31, 1993, File No.
1-5152).
*+(10)i -- Compensation Agreement dated as of February 9, 1994 between
PacifiCorp and Keith R. McKennon, as amended (Exhibit (10)m,
Form 10-K for the fiscal year ended December 31, 1993, File No.
1-5152).
*+(10)j -- Amendment No. 1 to Compensation Agreement between PacifiCorp and
Keith R. McKennon dated as of February 9, 1995 (Exhibit (10)r,
Form 10-K for the fiscal year ended December 31, 1994, File No.
1-5152).
+(10)k -- PacifiCorp Stock Incentive Plan dated August 14, 1996, as
amended.
+(10)l -- Form of Restricted Stock Agreement under PacifiCorp Stock
Incentive Plan, as amended.
+(10)m -- PacifiCorp 1998 Restricted Stock Program.
+(10)n -- Form of Nonstatutory Stock Option Agreement under PacifiCorp
Stock Incentive Plan.
+(10)o -- PacifiCorp Executive Severance Plan, as amended.
+(10)p -- Severance Agreement between PacifiCorp and Frederick W. Buckman
dated as of September 18, 1998.
+(10)q -- Employment Agreement between PacifiCorp and Keith R. McKennon
dated as of December 4, 1998.
*(10)r -- 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)s -- 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 (Exhibit (10)t, Form 10-K for
the fiscal year ended December 31, 1994, File No. 1-5152).
(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).
(21) -- Subsidiaries (See page S-3).
(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.
34
(24) -- Powers of Attorney.
(27) -- Financial Data Schedule (filed electronically only).
#(99) -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the fiscal year ended December 31, 1998.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
#Filed with Amendment No. 2.
(b) Reports on Form 8-K.
On Form 8-K and Form 8-K/A Amendment No. 1 dated December 7, 1998, under
"Item 5. Other Events," the Company filed a news release concerning a merger
agreement between the Company, Scottish Power plc, NA General Partnership,
Scottish Power NA 1 Limited and Scottish Power NA 2 Limited.
On Form 8-K, dated February 16, 1999, under "Item 5. Other Events," the
Company filed a news release announcing an agreement to sell TPC Corporation.
(c) See (a) 3. above.
(d) See (a) 2. above.
35
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/ROBERT R. DALLEY
By_______________________________________
Robert R. Dalley
(Controller and Chief Accounting Officer)
Date: June 29, 1999
36
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
(23)b Consent of Independent Public Accountants for the
K Plus Form 11-K (filed electronically)
(99) Annual Report on Form 11-K of the PacifiCorp
K Plus Employee Savings Plan for the fiscal
year ended December 31, 1998 (filed electronically)