-----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, UydhEM4Iu7oUJG5F3ECSMtK2wiJ46P62TRXpaCTMjFjK1wC7K4ANq1BfdrAtIizQ Uhcs2pQsz8xmVX9yp2DJlA== 0000075594-96-000003.txt : 19960123 0000075594-96-000003.hdr.sgml : 19960123 ACCESSION NUMBER: 0000075594-96-000003 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960122 SROS: NYSE SROS: PSE FILER: 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-51163 FILM NUMBER: 96505802 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 424B3 1 January 19, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Attention: Document Control - EDGAR, Room 1004 Re: Pricing Supplement No. 3 filed under Rule 424(b)(3) to Prospectus dated December 1, 1993 filed as a part of Registration Statement on Form S-3, File No. 33-51163, as supplemented by a Prospectus Supplement dated July 18, 1994 Transmitted herewith on behalf of PacifiCorp (the "Company") for filing under Rule 424(b)(3) is the Company's Pricing Supplement No. 3 to be used in connection with the offer and sale of the Company's first mortgage and collateral trust bonds, designated "Secured Medium-Term Notes, Series G" under its Registration Statement on Form S-3, File No. 33-51163. In accordance with Rule 424(e), the form of pricing supplement to prospectus filed herewith contains in the upper right corner the paragraph of Rule 424 under which the filing is made and the file number of the registration statement to which the prospectus relates. Very truly yours, Richard T. O'Brien Senior Vice President and Chief Financial Officer cc: Charles C. Leber SEC Branch Chief J. Bell, 700 POP J. Schweitzer, 950 POP PRICING SUPPLEMENT NO. 3 DATED JANUARY 18, 1996 Rule 424(b)(3) File No. 33-51163 (To Prospectus dated December 1, 1993 as supplemented by a Prospectus Supplement dated July 18, 1994) PACIFICORP Secured Medium-Term Notes, Series G (A Series of First Mortgage and Collateral Trust Bonds) Due From Nine Months to One Hundred Years From Date of Issue Issue Price (as a percentage of Interest Rate/Initial Principal Amount): 100.00%* Initial Rate:6.71% Principal Amount: $100,000,000 Interest Payment Issue Date: January 23, 1996 Dates: January 15 and July 15 Maturity Date: January 15, 2026 Regular Record Dates: June 30 and December 31 Interest Reset Dates: Index Maturity: X Fixed Rate Notes Spread: Commercial Paper Notes Spread Multiplier: Libor Notes Maximum Interest Rate: Treasury Rate Notes Minimum Interest Rate: Specified Currency (if other than U.S. Dollars): Redemption: Check blank opposite applicable sentence. The Notes cannot be redeemed prior to Maturity. X The Notes may be redeemed prior to Maturity. Terms of Redemption: SEE ATTACHMENT FOR REDEMPTION TERMS Additional Terms: Under the terms of a Terms Agreement dated January 18, 1996, PacifiCorp has agreed to sell to each of Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc., and Salomon Brothers Inc (the "Purchasers"), severally and not jointly, and each of the Purchasers has agreed, severally and not jointly, to purchase from PacifiCorp, $25,000,000 principal amount of the Notes offered hereby at a purchase price equal to 99.125% of the principal amount thereof. The Purchasers are committed to take and pay for all of such Notes, if any are taken. The Purchasers propose to offer such Notes in part directly to the public at the Issue Price set forth above, and in part to certain securities dealers at such Issue Price less a concession of .50% of the principal amount of such Notes. The Purchasers may allow, and such dealers may reallow, a concession not to exceed .25% of the principal amount of such Notes to certain brokers and dealers. After such Notes are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Purchasers. *Plus accrued interest from January 15, 1996. ATTACHMENT TO PRICING SUPPLEMENT NO. 3 DATED JANUARY 18, 1996 The Notes will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon discounted from their respective scheduled due dates to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 10 basis points, plus in each case accrued interest to the date of redemption. "Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by Chemical Bank, as trustee (the "Trustee"). "Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations the average of all such Quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices of the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. "Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc. and Salomon Brothers Inc, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government Securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer. Holders of Notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. -----END PRIVACY-ENHANCED MESSAGE-----