AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996
REGISTRATION NO. 333-09115
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon 93-0246090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 NE Multnomah
Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Richard T. O'Brien
Senior Vice President and Chief Financial Officer
700 NE Multnomah
Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Stoel Rives LLP Winthrop, Stimson, Putnam & Roberts
700 NE Multnomah, Suite 950 One Battery Park Plaza
Portland, Oregon 97232-4109 New York, New York 10004-1490
Attention of John M. Schweitzer Attention of C. Payson Coleman, Jr.
(503) 872-4821 (212) 858-1426
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Registration Statement becomes
effective as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Title of each Amount maximum aggregate Amount of
class of securities to be offering price offering registration
to be registered registered(1)(2) per unit(1) price(1)(2) fee(3)
- ----------------------------------------------------------------------------------------------------
Common Stock; No Par Serial
Preferred Stock; First
Mortgage Bonds; and Unsecured
Debt Securities --- --- $853,491,250 $294,308(4)
- ----------------------------------------------------------------------------------------------------
<FN>
(1) The amount to be registered, the proposed maximum offering price per
unit and the proposed maximum aggregate offering price for each class
of securities being registered have been omitted in accordance with
General Instruction II.D of Form S-3.
(2) In no event will the aggregate initial offering price (excluding accrued
interest) of the securities issued under this Registration Statement
exceed $853,491,250.
(3) The amount of the registration fee has been calculated in accordance
with Rule 457(o) under the Securities Act of 1933.
(4) An aggregate of $146,508,750 of Common Stock and First Mortgage Bonds is
being carried forward from registration statement No. 33-51163, as to
which securities a registration fee of $50,520 was previously paid
with such registration statement.
</FN>
------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
filed as part of this Registration Statement will be used as a combined
prospectus in connection with this Registration Statement and registration
statement No. 33-51163.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets the requirements for filing on Form S-3 and has duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on August 8, 1996.
PACIFICORP
By: RICHARD T. O'BRIEN
--------------------------------
Richard T. O'Brien,
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been duly signed by the following persons on August 8, 1996
in the capacities indicated.
Signature Title
--------- -----
*FREDERICK W. BUCKMAN President, Chief Executive Officer
- ---------------------------------- and Director
Frederick W. Buckman
RICHARD T. O'BRIEN Senior Vice President and Chief
- ---------------------------------- Financial Officer
Richard T. O'Brien (also Chief Accounting Officer)
*KATHRYN A. BRAUN Director
- ----------------------------------
Kathryn A. Braun
*C. TODD CONOVER Director
- ----------------------------------
C. Todd Conover
*NOLAN E. KARRAS Director
- ----------------------------------
Nolan E. Karras
*KEITH R. McKENNON Director
- ----------------------------------
Keith R. McKennon
(Chairman)
*ROBERT G. MILLER Director
- ----------------------------------
Robert G. Miller
*VERL R. TOPHAM Director
- ----------------------------------
Verl R. Topham
*DON M. WHEELER Director
- ----------------------------------
Don M. Wheeler
*NANCY WILGENBUSCH Director
- ----------------------------------
Nancy Wilgenbusch
*PETER I. WOLD Director
- ----------------------------------
Peter I. Wold
*By FREDERICK W. BUCKMAN
------------------------------
Frederick W. Buckman
(Attorney-in-Fact)
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
*1(a) Form of Underwriting Agreement relating to
Additional Common Stock (Exhibit (1)(b),
File No. 33-49607).
*1(b) Form of Underwriting Agreement relating to
Additional Preferred Stock (Exhibit (1),
File No. 33-41983).
*1(c) Form of Underwriting Agreement relating to
Additional Bonds (Exhibit (1)(a), File No.
33-49607).
*1(d) Form of Underwriting Agreement relating to
Unsecured Debt Securities (Exhibit (1)(b),
File No. 33-55309).
*4(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).
*4(b) Form of Certificate evidencing Common Stock
(Exhibit 4-A to Form 8-B, File No. 1-5152).
*4(c) Form of Certificate evidencing No Par
Serial Preferred Stock (Exhibit 4-D to
Form 8-B, File No. 1-5152).
*4(d) 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(e) 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 (formerly Chemical Bank), successor),
Trustee, as supplemented and modified by eleven
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; and 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
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
No. 1-5152; Exhibit 4(b), Form 10-K for 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).
*4(f) Form of First Mortgage Bond (Exhibit (4)(h),
File No. 33-26517).
*4(g) Indenture dated as of May 1, 1995 between the
Company and The Bank of New York, as Trustee,
as supplemented by two Supplemental Indentures
(Exhibit (4)(a), File No. 333-03357).
4(h) Third Supplemental Indenture to Indenture dated
as of June 1, 1996.
*4(i) Form of Supplemental Indenture to Subordinated
Indenture to be used in connection with the
issuance of Subordinated Debt Securities
(Exhibit 4(d), File No. 33-58569).
*4(j) Form of Subordinated Debt Securities (included
in Exhibit 4(g) above).
**4(k) Form of Indenture between the Company and The
Chase Manhattan Bank, as Trustee, relating to
Unsecured Debt Securities other than
Subordinated Debt Securities.
**4(l)
Form of Unsecured Debt Security other than Subordinated Debt
Securities (included in Exhibit 4(k) above).
**5 Opinion of Stoel Rives LLP.
*12(a) Statements re Computation of Ratios of Earnings
to Fixed Charges (Exhibit 12(a), Form 10-Q for
the quarter ended March 31, 1996, File No.
1-5152).
*12(b) Statements re Computation of Ratios of Earnings
to Combined Fixed Charges and Preferred Stock
Dividends. (Exhibit 12(b), Form 10-Q for the
quarter ended March 31, 1996, File No. 1-5152).
**15 Letter re Unaudited Interim Financial Information.
**23(a) Consent of Deloitte & Touche LLP.
**23(b) Consent of Stoel Rives LLP (included in Exhibit 5 above).
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
**24 Powers of Attorney.
**25(a) Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank
of New York, as Trustee under the Indenture
dated as of May 1, 1995 relating to
Subordinated Debt Securities, as supplemented,
between the Company and The Bank of New York.
**25(b) Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Indenture
relating to Debt Securities other than
Subordinated Debt Securities, between the
Company and The Chase Manhattan Bank.
**25(c) Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee, under the 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
(formerly Chemical Bank), successor), Trustee,
as supplemented and modified, relating to First
Mortgage Bonds.
- ------------------
* Incorporated by reference.
** Previously filed.