-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ICpVPlC5LCfdKpNW+FtsQUphLn8+FWuvnb3EB9tocg5l8bpL1k91IaKXkHpkpJ9N MLAS2xczBCTueshGh+219Q== 0000075594-94-000015.txt : 19941104 0000075594-94-000015.hdr.sgml : 19941104 ACCESSION NUMBER: 0000075594-94-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941101 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941102 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICORP /OR/ CENTRAL INDEX KEY: 0000075594 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 930246090 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05152 FILM NUMBER: 94557364 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November 1, 1994 PACIFICORP (Exact name of registrant as specified in its charter) State of Oregon 1-5152 93-0246090 (State of Incorporation) (Commission (I.R.S. Employer File No.) Identification No.) 700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232-4116 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 731-2000 No Change (Former Name or Former Address, if changed since last report) Item 5. OTHER EVENTS Information contained in the news release issued by the Registrant on November 2, 1994 regarding actions taken at its Board of Directors meeting held on November 1, 1994 is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS c) Exhibit 99. PacifiCorp news release issued November 2, 1994. 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 (Registrant) By: DANIEL L. SPALDING __________________________________ Daniel L. Spalding Senior Vice President Date: November 2, 1994 - 2 - EX-99 2 EXHIBIT 99 PACIFICORP NEWS RELEASE ______________________________________________________________________________ For further information contact: Dick O'Brien: (503) 731-2070 Chris Hunter: (503) 731-2090 FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS..November 2, 1994 PacifiCorp (NYSE:PPW) today announced that the board of directors of its subsidiary, PacifiCorp Holdings, Inc., has approved a proposal to acquire the 13 percent publicly held minority interest of Pacific Telecom, Inc. ("PTI") (NASD:PTCM) for $28.00 per share. PacifiCorp Holdings currently owns the remaining 87 percent of the outstanding common stock of PTI. Under the terms of the proposal, a newly formed, wholly-owned subsidiary of PacifiCorp Holdings would merge into PTI and the holders of the approximately 5.3 million shares of common stock of PTI not held by PacifiCorp Holdings would receive cash in the amount of $28.00 in exchange for each share of PTI common stock. As a result of the merger, PTI would become a wholly- owned subsidiary of PacifiCorp Holdings. "This transaction will benefit both PacifiCorp and PTI shareholders." said PacifiCorp Holdings' President and Chief Executive Officer, William J. Glasgow. "PacifiCorp will be better positioned to participate in the growth opportunities offered by the telecommunications industry and will also have greater flexibility to allocate capital in a more efficient manner for the PacifiCorp shareholder. At the same time, the transaction provides PTI minority shareholders a premium price for their shares." The merger requires approval by PTI's Board of Directors, a majority of which is not affiliated with PacifiCorp. PacifiCorp expects that the PTI Board will form a special committee to review the proposed combination and respond to the offer. In addition, the transaction is subject to the preparation and execution of definitive agreements, the receipt of regulatory approvals and third-party consents, and other conditions customary in such transactions. Salomon Brothers Inc is acting as financial advisor to PacifiCorp Holdings. PacifiCorp Holdings is a wholly-owned subsidiary of PacifiCorp, a NYSE company. ### - 2 - -----END PRIVACY-ENHANCED MESSAGE-----