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, 1995
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
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)
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, 1996, the aggregate market value of the shares of voting
stock of the Registrant held by nonaffiliates was approximately $6.5 billion.
As of March 1, 1996, there were 284,760,988 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, 1995 are incorporated by reference in Parts I and
II.
Portions of the Annual Report on Form 10-K of Pacific Telecom, Inc. for
the year ended December 31, 1995 are incorporated by reference in Part I.
Portions of the proxy statement of the Registrant for the 1996 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.)
*(2)c -- Asset Sale Agreement between Powercor Australia Limited and
PacifiCorp Australia Holdings Pty Ltd. (Exhibit 2.1, Form 8-K
dated December 12, 1995, File No. 0-873).
*(2)d -- Share Sale Agreement between the State Electricity Commission of
Victoria and the State of Victoria and PacifiCorp Australia
Holdings Pty Ltd. and PacifiCorp Holdings, Inc. (Exhibit 2.2,
Form 8-K dated December 12, 1995, File No. 0-873).
*(2)e -- Asset Purchase Agreement between PacifiCorp Australia Holdings
Pty Ltd. and Powercor Australia Limited. (Exhibit 2.3, Form 8-K
dated December 12, 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 May 10, 1995).
*(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 ten 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);
Exhibit 4(a), Form 10-Q for the quarter ended June 30, 1994,
File No. 1-5152; and Exhibit 4b, Form 10-K for the fiscal year
ended December 31, 1994, File No. 1-5152).
23
(4)b -- Eleventh Supplemental Indenture dated as of December 1, 1995 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 fifty-three
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; Exhibit 4(b), Form
10-Q for the quarter ended June 30, 1994, File No. 1-5152; and
Exhibit (4)d, Form 10-K for fiscal year ended December 31, 1994,
File No. 1-5152).
(4)d -- Fifty-fourth Supplemental Indenture dated as of December 1, 1995
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-five
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
24
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; Exhibit 4(c), Form 10-Q for the quarter ended
September 30, 1993, File No. 1-5152; Exhibit 4(c), Form 10-Q for
the quarter ended June 30, 1994, File No. 1-5152; and Exhibit
(4)f, Form 10-K for fiscal year ended December 31, 1994, File
No. 1-5152).
(4)f -- Fifty-sixth Supplemental Indenture dated as of December 1, 1995
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% 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) (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 (Exhibit (10)b, Form 10-K for fiscal year ended
December 31, 1994, File No. 1-5152).
*+(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 Executive Incentive Program.
*+(10)e -- 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)f -- PacifiCorp Long Term Incentive Plan, 1993 Restatement (Exhibit
10G, Form 10-K for the year ended December 31, 1993, File No.
0-873).
*+(10)g -- 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)h -- PacifiCorp Supplemental Executive Retirement Plan, as amended.
25
*+(10)i -- 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)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 -- Pacific Telecom Executive Officer Severance Plan (Exhibit 10N,
Form 10-K for the year ended December 31, 1994, File No. 0-873).
*+(10)l -- 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)m -- 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)n -- 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)o -- 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)p -- 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)q -- 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.)
(13) -- Portions of Annual Report to Shareholders of the Registrant for
the year ended December 31, 1995 incorporated by reference
herein.
(21) -- Subsidiaries. (See pages S-3 and 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
Report on Form 10-K of Pacific Telecom, Inc. for the year ended
December 31, 1995.
(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, 1995.
(99)c -- Annual Report on Form 11-K of the PacifiCorp K Plus Employee
Savings Plan for the fiscal year ended December 31, 1995.
- -----------
*Incorporated herein by reference.
+This exhibit constitutes a management contract or compensatory plan or
arrangement.
26
(b) Reports on Form 8-K.
On Form 8-K dated November 15, 1995, under "Item 5. Other Events," the
Company filed a press release reporting a proposed acquisition of an
electricity distributor in Australia.
On Form 8-K dated December 12, 1995, under "Item 2. Acquisition or
Disposition of Assets," the Company reported the acquisition of Powercor
Australia, Limited and under "Item 7. Financial Statements, Pro Forma
Information and Exhibits," the Company filed financial statements for
businesses acquired and pro forma financial information.
On Form 8-K dated January 16, 1996, under "Item 5. Other Events," the
Company reported information with respect to an environmental compliance
matter at the Jim Bridger Power Plant Unit 4.
On Form 8-K dated February 12, 1996, under "Item 5. Other Events," the
Company filed a press release reporting financial results for the three
and twelve months ended December 31, 1996.
(c) See (a) 3. above.
(d) See (a) 2. above.
27
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
/s/RICHARD T. O'BRIEN
By_________________________________
Richard T. O'Brien
(SR. VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER)
Date: June 24, 1996
28
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)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, 1995 (filed electronically)
(99)c Annual Report on Form 11-K of the PacifiCorp
K Plus Employee Savings Plan for the fiscal
year ended December 31, 1995 (filed electronically)