-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TWhlmoIiZ+qXBe3uLzW/Wvohi87Kx3ATcucwWB2ugyLjlpshL0hCPKque6+iJ0F6 NmzLEej6jxY+emqqXqSaXA== 0000893877-98-000189.txt : 19980311 0000893877-98-000189.hdr.sgml : 19980311 ACCESSION NUMBER: 0000893877-98-000189 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980310 SROS: NONE GROUP MEMBERS: PACIFICORP GROUP MEMBERS: PACIFICORP /OR/ GROUP MEMBERS: PACIFICORP FINANCIAL SERVICES, INC. GROUP MEMBERS: PACIFICORP GROUP HOLDINGS COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVOL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001003344 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 870547337 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50887 FILM NUMBER: 98561341 BUSINESS ADDRESS: STREET 1: 3280 N FRONTAGE RD CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 8017684481 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICORP /OR/ CENTRAL INDEX KEY: 0000075594 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 930246090 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 700 NE MULTNOMAH STE 1600 CITY: PORTLAND STATE: OR ZIP: 97232 BUSINESS PHONE: 5037312000 FORMER COMPANY: FORMER CONFORMED NAME: PACIFICORP /ME/ DATE OF NAME CHANGE: 19890628 FORMER COMPANY: FORMER CONFORMED NAME: PC/UP&L MERGING CORP DATE OF NAME CHANGE: 19890628 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Covol Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 223575 10 1 ------------------------------ (CUSIP Number) Richard T. O'Brien PacifiCorp Group Holdings Company 700 NE Multnomah, Suite 1600 Portland, Oregon 97232 Telephone: (503) 731-2133 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 4, 1998 ------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 of 8 SCHEDULE 13D ------------ CUSIP No. 223575 10 1 Page 2 of 8 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PacifiCorp Group Holdings Company 93-0866672 -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF -------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING -------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 1,000,000 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.85% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- 2 of 8 SCHEDULE 13D ------------ CUSIP No. 223575 10 1 Page 3 of 8 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PacifiCorp 93-0246090 -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Oregon -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF -------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 1,000,000 OWNED BY -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING -------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH 1,000,000 -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.85% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- 3 of 8 SCHEDULE 13D ------------ CUSIP No. 223575 10 1 Page 4 of 8 Pages 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PacifiCorp Financial Services, Inc. 93-0369681 -------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3) SEC USE ONLY _____________________________________________________________ 4) SOURCE OF FUNDS WC -------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Oregon -------------------------------------------------------------------------- 7) SOLE VOTING POWER NUMBER OF 1,000,000 -------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY OWNED BY -------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 1,000,000 -------------------------------------------------- PERSON 10) SHARED DISPOSITIVE POWER WITH -------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 -------------------------------------------------------------------------- 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.85% -------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- 4 of 8 PacifiCorp Group Holdings Company, a Delaware corporation ("PGHC") (formerly, PacifiCorp Holdings, Inc.), amends its statement on Schedule 13D ("Statement") pertaining to the common stock, $0.001 par value, of Covol Technologies, Inc., a Delaware corporation ("Covol"), which Statement was filed with the Securities and Exchange Commission on April 24, 1997 and amended February 3, 1998. This Amendment No. 2 ("Amendment") amends the Statement to report the conversion into 1,000,000 shares of common stock of Covol by PacifiCorp Financial Services, Inc., an Oregon corporation and a wholly owned subsidiary of PGHC ("PFS"), of the principal balance, $6,578,531.43 (including $107,941.96 extended on March 4, 1998), and accrued and unpaid interest, $313,526.61, owed to PFS by Covol pursuant to the Convertible Loan and Security Agreement, dated March 20, 1997, as amended December 12, 1997 (the "Loan Agreement"). The amounts outstanding under the Loan Agreement were converted into common stock of Covol at the rate of $7.00 per share, subject to adjustments set forth therein. PFS has taken the position that it is entitled to an additional 29,412 shares of common stock pursuant to adjustments provided in the Loan Agreement. Covol has taken the position that such adjustments are not provided for in the Loan Agreement. PFS and Covol are working to resolve the dispute. The loans under the Loan Agreement have been funded out of the working capital of PFS. PacifiCorp, an Oregon corporation ("PacifiCorp"), owning 100 percent of the outstanding voting securities of PGHC, and PFS join in this filing. Item 2. Identity and Background The information set forth below amends and supplements the information included under Item 2 of the Statement: During the past five years, neither PacifiCorp, PGHC nor PFS has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. For a current list of the executive officers and directors of PacifiCorp and PGHC, and of the directors and officers of PFS, along with the other information required to be furnished with respect to such executive officers and directors under this Item 2, see Exhibit 1, which is incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration The information set forth below amends and supplements the information included under Item 3 of the Statement: Pursuant to the Loan Agreement, PFS converted the principal balance, $6,578,531.43 (including $107,941.96 extended on March 4, 1998), and accrued and unpaid interest, $313,526.61, owed to PFS by Covol pursuant to the Loan Agreement into 1,000,000 shares of common stock of Covol. The amounts outstanding under the Loan Agreement were converted into common stock of Covol at the rate of $7.00 per share, subject to adjustments set forth therein. PFS has taken the position that it is entitled to an additional 29,412 shares of common stock pursuant to adjustments provided in the Loan Agreement. Covol has taken the position that such adjustments are not provided for in the Loan Agreement. PFS and Covol are working to resolve the dispute. The loans under the Loan Agreement have been funded out of the working capital of PFS. 5 of 8 Item 4. Purpose of Transaction The information set forth below amends and supplements the information included under Item 4(a) of the Statement: Pursuant to the Loan Agreement, PFS converted the principal balance, $6,578,531.43 (including $107,941.96 extended on March 4, 1998), and accrued and unpaid interest, $313,526.61, owed to PFS by Covol pursuant to the Loan Agreement into 1,000,000 shares of common stock of Covol. Item 5. Interest in Securities of the Issuer The information set forth below amends and supplements the information included under Item 5 of the Statement: (a) - (c) Pursuant to the Loan Agreement, PFS converted the principal balance, $6,578,531.43 (including $107,941.96 extended on March 4, 1998), and accrued and unpaid interest, $313,526.61, owed to PFS by Covol pursuant to the Loan Agreement into 1,000,000 shares of common stock of Covol. The aggregate number of shares of common stock of Covol beneficially owned by the persons named in response to Item 2, and the number of shares of common stock of Covol with respect to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on Exhibit 2, which is incorporated herein by reference. Except as described in this Schedule 13D, to the best knowledge of PacifiCorp, PGHC and PFS, none of the persons named in response to Item 2 above beneficially owns any shares of Covol common stock. Except as described in this Schedule 13D, neither PacifiCorp, PGHC, PFS, nor, to the best of their knowledge, any of the persons listed in Item 2 above has effected any transactions in Covol common stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits Filed as exhibits hereto are the following: 1 Directors and Officers of PacifiCorp, PacifiCorp Group Holdings Company and PacifiCorp Financial Services, Inc. 2 Interest in Securities of Covol Technologies, Inc. 6 of 8 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PACIFICORP GROUP HOLDINGS COMPANY By WILLIAM E. PERESSINI ------------------------------------- William E. Peressini Treasurer PACIFICORP FINANCIAL SERVICES, INC. By WILLIAM E. PERESSINI ------------------------------------- William E. Peressini Treasurer PACIFICORP By WILLIAM E. PERESSINI ------------------------------------- William E. Peressini Vice President and Treasurer Exhibit 1
DIRECTORS AND EXECUTIVE OFFICERS OF PACIFICORP GROUP HOLDINGS COMPANY, PACIFICORP AND PACIFICORP FINANCIAL SERVICES, INC. (Note: footnote (*) appears at end of this Exhibit 1) The directors and executive officers of PacifiCorp Group Holdings Company, PacifiCorp and PacifiCorp Financial Services, Inc. are as follows: PacifiCorp Group Holdings Company --------------------------------- Name Title Principal Occupation - ---- ----- -------------------- Frederick W. Buckman Director President and Chief Executive Officer of PacifiCorp, an electric utility, 700 NE Multnomah, Suite 1600, Portland, Oregon 97232; Chairman of Board of PacifiCorp Group Holdings Company, 700 NE Multnomah, Suite 1600, Portland, Oregon 97232 C. Todd Conover Director President and Chief Executive Officer, The Vantage Company, 101 First Street, Suite 670, Los Altos, California 94022 Nolan E. Karras Director Investment Advisor, The Karras Company, Inc., an investment advisory firm with offices at 4695 South 1900 West #3, Roy, Utah 84067 Richard T. O'Brien Director, President, Senior Vice President and Chief Chief Executive Officer Financial Officer of PacifiCorp*; and Chief Financial Director, President, Chief Officer Executive Officer and Chief Financial Officer of PacifiCorp Group Holdings Company*; Director and Senior Vice President of PacifiCorp Financial Services, Inc.*, 825 NE Multnomah, Suite 775, Portland, Oregon 97232 Verl R. Topham Senior Vice President Director, Senior Vice President and General Counsel and General Counsel of PacifiCorp; Senior Vice President and General Counsel of PacifiCorp Group Holdings Company* Reynold Roeder Vice President, Finance Vice President, Finance of PacifiCorp Group Holdings Company*, Vice President of PacifiCorp Financial Services, Inc.* William E. Peressini Treasurer Vice President and Treasurer of PacifiCorp*; Treasurer of PacifiCorp Group Holdings Company*; Treasurer of PacifiCorp Financial Services, Inc. Sally A. Nofziger Secretary Vice President and Corporate Secretary of PacifiCorp*; Secretary of PacifiCorp Group Holdings Company*, Secretary of PacifiCorp Financial Services, Inc.* James H. Huesgen Controller Vice President and Controller of PacifiCorp; Controller of PacifiCorp Group Holdings Company Peter J. Craven Controller of Accounting Controller of Accounting Services Services of PacifiCorp Group Holdings Company, Controller of PacifiCorp Financial Services, Inc.
All of the directors and executive officers of PacifiCorp Group Holdings Company are U.S. citizens. The business address of each individual listed above is the address shown for the individual's principal occupation. None of the individuals listed has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
PacifiCorp ---------- Name Title Principal Occupation - ---- ----- -------------------- W. Charles Armstrong Director Consultant, RR, Box 1074, East Sound, Washington 98245-9409 Kathryn A. Braun Director President and Chief Operating Officer, Personal Storage Division Western Digital Corporation, 8105 Irvine Center Drive, Irvine, CA 92718 Frederick W. Buckman Director, President President and Chief Executive and Chief Executive Officer of PacifiCorp* Officer C. Todd Conover Director President and Chief Executive Officer of The Vantage Company, 101 First Street, Suite 670, Los Altos, California 94022 Nolan E. Karras Director Investment Advisor, The Karras Company, Inc., an investment advisory firm with offices at 4695 South 1900 West #3, Roy, Utah 84067 Keith R. McKennon Director and Chairman Chairman of the Board of of the Board of Directors Directors of PacifiCorp* Robert G. Miller Director President and Chief Executive Officer of Fred Meyer, Inc., a retail merchandising chain, with offices at 3800 SE 22nd, Portland, Oregon 97202 Alan K. Simpson Director Director of PacifiCorp, 1201 Sunshine Avenue, Cody, Wyoming 82414 Verl R. Topham Director, Senior Vice Director, Senior Vice President President and General and General Counsel of PacifiCorp*; Counsel Senior Vice President and General Counsel of PacifiCorp Group Holdings Company* Don M. Wheeler Director Chairman and Chief Executive Officer, ICM Equipment Company, a materials handling and rental services firm with offices at 4899 West 2100 South, Salt Lake City, Utah 84120 Nancy Wilgenbusch Director President, Marylhurst College, Marylhurst, Oregon, 97036 Peter I. Wold Director President, Wold Oil & Gas Company, an oil and gas exploration and production company, with offices at 139 West Second Street, Suite 200, Casper, Wyoming 82602 Donald A. Bloodworth Vice President Vice President of PacifiCorp* John A. Bohling Senior Vice President Senior Vice President of PacifiCorp* Shelley R. Faigle Senior Vice President Senior Vice President of PacifiCorp* James H. Huesgen Vice President and Vice President and Controller of Controller PacifiCorp; Controller of PacifiCorp Group Holdings Company* Paul G. Lorenzini Senior Vice President Senior Vice President of PacifiCorp* Richard T. O'Brien Senior Vice President Senior Vice President and Chief and Chief Financial Financial Officer of PacifiCorp*; Officer Director, President, Chief Executive Officer and Chief Financial Officer of PacifiCorp Group Holdings Company* Daniel L. Spalding Senior Vice President Chairman and Chief Executive Officer of Powercor Australia Limited; Senior Vice President of PacifiCorp* Dennis P. Steinberg Senior Vice President Senior Vice President of PacifiCorp* William C. Brauer Senior Vice President Senior Vice President of PacifiCorp* Thomas J. Imeson Vice President Vice President of PacifiCorp* Sally A. Nofziger Vice President and Vice President and Corporate Corporate Secretary Secretary of PacifiCorp*; Secretary of PacifiCorp Group Holdings Company*; Secretary of PacifiCorp Financial Services, Inc. Michael J. Pittman Vice President Vice President of PacifiCorp William E. Peressini Vice President and Vice President and Treasurer of Treasuser PacifiCorp*; Treasurer of PacifiCorp Group Holdings Company*; Treasurer of PacifiCorp Financial Services, Inc.
All of the directors and executive officers of PacifiCorp are U.S. citizens. The business address of each individual listed above is the address shown for the individual's principal occupation. None of the individuals listed has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
PacifiCorp Financial Services, Inc. ----------------------------------- Name Title Principal Occupation - ---- ----- -------------------- Craig N. Longfield Director and President Director, Senior Vice President and Chief Operating Officer of PacifiCorp Financial Services, Inc.* Richard T. O'Brien Director and Senior Senior Vice President and Chief Vice President Financial Officer of PacifiCorp*; Director, President, Chief Executive Officer and Chief Financial Officer of PacifiCorp Group Holdings Company*; Director and Senior Vice President of PacifiCorp Financial Services, Inc.* Reynold Roeder Vice President Vice President, Finance, of PacifiCorp Group Holdings Company*; Vice President of PacifiCorp Financial Services, Inc. William E. Peressini Treasurer Vice President and Treasurer of PacifiCorp*; Treasurer of PacifiCorp Group Holdings Company*; Treasurer of PacifiCorp Financial Services, Inc.; Sally A. Nofziger Secretary Vice President and Corporate Secretary of PacifiCorp*; Secretary of PacifiCorp Group Holdings Company*; Secretary of PacifiCorp Financial Services, Inc. Name Title Principal Occupation - ---- ----- -------------------- Peter J. Craven Controller Controller of Accounting Services of PacifiCorp Group Holdings Company*; Controller of PacifiCorp Financial Services, Inc.*
All of the directors and executive officers of PacifiCorp Financial Services, Inc. are U.S. citizens. The business address of each individual listed above is the address shown for the individual's principal occupation. None of the individuals listed has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. - -------------- * The principal business and address of the corporation or other organization for which the listed individual's principal occupation is conducted is set forth at the first place at which the name of such corporation or other organization appears in this Exhibit 1. Exhibit 2 INTERESTS IN SECURITIES OF COVOL TECHNOLOGIES, INC. The beneficial ownership interests of PGHC, PFS and PacifiCorp and the directors and officers of each of them are described below: PacifiCorp Group Holdings Company --------------------------------- Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote or 0 0% Direct the Vote Shared Power to Vote 1,000,000 10.85%* or Direct the Vote Sole Power to Dispose 0 0% or to Direct the Disposition Shared Power to Dispose 1,000,000 10.85%* or to Direct the Disposal ========= ======= Total 1,000,000 10.85%* Beneficially Owned - -------------- * Calculated using a denominator equal to 9,210,575 (based on the number of shares of Common Stock outstanding at February 12, 1998). PacifiCorp ---------- Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote or 0 0% Direct the Vote Shared Power to Vote 1,000,000 10.85%* or Direct the Vote Sole Power to Dispose 0 0% or to Direct the Disposition Shared Power to Dispose 1,000,000 10.85%* or to Direct the Disposal ========= ======= Total 1,000,000 10.85%* Beneficially Owned - -------------- * Calculated using a denominator equal to 9,210,575 (based on the number of shares of Common Stock outstanding at February 12, 1998). PacifiCorp Financial Services, Inc. ----------------------------------- Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote or 0 0% Direct the Vote Shared Power to Vote 1,000,000 10.85%* or Direct the Vote Sole Power to Dispose 0 0% or to Direct the Disposition Shared Power to Dispose 1,000,000 10.85%* or to Direct the Disposal ========= ======= Total 1,000,000 10.85%* Beneficially Owned - -------------- * Calculated using a denominator equal to 9,210,575 (based on the number of shares of Common Stock outstanding at February 12, 1998). -----END PRIVACY-ENHANCED MESSAGE-----