-----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, RyT8nw47QPFZBBePX7K6SORF0nDiB6yy1Xe+ocATUhrsPpfK0gbQYhRd4ZJGN6SF YudXo8ZWu9nvltsVrWZ6cA== 0000075594-99-000022.txt : 19991207 0000075594-99-000022.hdr.sgml : 19991207 ACCESSION NUMBER: 0000075594-99-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991129 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991206 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: 8-K SEC ACT: SEC FILE NUMBER: 001-05152 FILM NUMBER: 99769635 BUSINESS ADDRESS: STREET 1: 825 NE MULTNOMAH STE 2000 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 29, 1999 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.) 825 N.E. Multnomah, Suite 2000, Portland, Oregon 97232-4116 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 813-5000 2 Item 1. CHANGES IN CONTROL OF REGISTRANT On November 29, 1999, PacifiCorp and Scottish Power PLC ("ScottishPower") completed their proposed merger under which PacifiCorp became an indirect subsidiary of ScottishPower. PacifiCorp will continue to operate under its current name, and its headquarters will remain in Portland, Oregon. Each share of common stock of PacifiCorp issued and outstanding immediately prior to the merger was converted tax-free into a right to receive 0.58 American Depositary Shares (each ADS represents four ordinary shares) or 2.32 ordinary shares of ScottishPower. Cash will be paid in lieu of fractional shares. As of November 30, 1999, former PacifiCorp Chairman and CEO Keith McKennon joined the ScottishPower Board as a non-executive Deputy Chairman and Nolan Karras and Robert Miller, previously PacifiCorp non-executive directors, also joined the ScottishPower Board as non-executive directors. Richard O'Brien continues as Chief Operating Officer of PacifiCorp and is now President. A copy of the press release issued by ScottishPower and PacifiCorp on November 30, 1999 with respect to effectiveness of the merger is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On October 1, 1999, the Audit Committee of ScottishPower dismissed Deloitte & Touche LLP as the Company's independent accountants effective immediately following the merger. Deloitte & Touche's reports on the Company's financial statements for the last two years did not contain an adverse opinion or a disclaimer of opinion and the reports were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's last two fiscal years and during the current year, through November 29, 1999, there have not been any disagreements with Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports. The Company does not believe there is any additional information regarding Deloitte & Touche required to be reported pursuant to Item 304 of Regulation S-K. The Company has requested that Deloitte & Touche furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16 to this Form 8-K. Effective November 29, 1999, ScottishPower appointed its current auditors, PricewaterhouseCoopers LLP, as the Company's independent accountants for the current fiscal year ending March 31, 2000. During the Company's last two fiscal years and during the current year, through November 29, 1999, the Company had not consulted with PricewaterhouseCoopers LLP on the application of accounting principles to a specified transaction or on the type of audit opinion that might be rendered on the Company's financial statements. 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 2. Amended and Restated Agreement and Plan of Merger, dated as of December 6, 1998, as amended as of January 29, 1999 and February 9, 1999, and amended and restated as of February 23, 1999, by and among New Scottish Power PLC, Scottish Power plc, NA General Partnership and PacifiCorp. (Incorporated by reference to Exhibit (2)b, Form 10-K for the fiscal year ended December 31, 1998, File No. 1-5152). 16. Letter from Deloitte & Touche LLP re change in certifying accountant. 99. Press Release issued by ScottishPower and PacifiCorp November 30, 1999. Item 8. CHANGE IN FISCAL YEAR Effective November 30, 1999, the Company changed its fiscal year end from December 31 to March 31, which is ScottishPower's fiscal year end. A report on Form 10-Q, covering the three-month transition period ending March 31, 1999, will be filed with the Securities and Exchange Commission in accordance with its rules and regulations. 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: ROBERT R. DALLEY __________________________________ Robert R. Dalley Controller (Chief Accounting Officer) Date: December 6, 1999 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE _______ ___________ ____ 2 Amended and Restated Agreement and Plan of Merger, dated as of December 6, 1998, as amended as of January 29, 1999 and February 9, 1999, and amended and restated as of February 23, 1999, by and among New Scottish Power PLC, Scottish Power plc, NA General Partnership and PacifiCorp. (Incorporated by reference to Exhibit (2)b, Form 10-K for the fiscal year ended December 31, 1998, File No. 1-5152). 16 Letter from Deloitte & Touche LLP re change in certifying accountant. 99 Press Release issued by ScottishPower and PacifiCorp November 30, 1999.
EX-16 2 Deloitte & Touche __________ _____________________________________________________ Deloitte & Touche LLP Telephone:(503)222-1341 Suite 3900 Facsimile:(503)224-2172 111 S.W. Fifth Avenue Portland, Oregon 97204-3642 Exhibit 16 December 6, 1999 Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4 of Form 8-K of PacifiCorp and subsidiaries dated November 29, 1999. Yours truly, DELOITTE & TOUCHE LLP EX-99 3 EXHIBIT 99 PACIFICORP SCOTTISHPOWER November 30, 1999 FOR IMMEDIATE RELEASE For further information, contact: Rachel Sherrard, ScottishPower (media) 503-813-5688 Dave Kvamme, PacifiCorp (media) 503-813-7279 Scott Hibbs, PacifiCorp (investor relations) 503-813-7222 SCOTTISHPOWER AND PACIFICORP COMPLETE MERGER PORTLAND, Ore. -- ScottishPower and PacifiCorp today announced the successful completion of their merger, the first of its kind between utilities in the United States and the United Kingdom. "This merger marks a significant milestone in the histories of our companies," said Alan Richardson, PacifiCorp's new chief executive officer. "We set out to complete this merger in under a year and we are delighted to have achieved our objective." Richardson, who has been in the western U.S. for the past year added, "We will now focus on the task of integrating the two companies to ensure that we deliver benefits for customers, employees and shareholders. We believe that ScottishPower's proven expertise in transforming businesses can build on PacifiCorp's strengths to create one of the top ten investor-owned U.S. electric utilities." From today, former PacifiCorp Chairman and CEO Keith McKennon joins the ScottishPower Board as a non-executive Deputy Chairman and Nolan Karras and Robert Miller, previously PacifiCorp non-executive directors, will also join the ScottishPower Board as non-executive directors. Richard O'Brien will continue as Chief Operating Officer of PacifiCorp and is confirmed as President. "We are pleased to have completed the merger," said McKennon. "I am confident the combination of ScottishPower and PacifiCorp will mean good things for our customers and for the communities we serve. It gives PacifiCorp the additional resources we need to become a premier energy service company in the West, a strategic focus we first launched more than a year ago." Richardson added, "We are committed to working in partnership with customers and community leaders to build PacifiCorp into an energy leader that will be highly regarded for superior customer service and its commitment to employees, the environment and the communities it serves." The combined group will be among the world's top investor-owned electricity companies with a market capitalization of approximately $17 billion and around 7.5 million customers across the western U.S., the U.K. and Australia. The company will continue to be known as PacifiCorp in the U.S., and U.S. headquarters will continue to be in Portland, Oregon. -more- 2-2-2 Under the terms of the merger, each PacifiCorp share has been exchanged for 0.58 American Depository Receipts or 2.32 ordinary shares of ScottishPower. ScottishPower's issued ordinary share capital is increasing from 1,147 million shares to approximately 1,837 million shares. Based on the closing price of ScottishPower shares on Nov. 29, 1999, this values PacifiCorp at approximately $6.5 billion. PacifiCorp shareholders will have until Dec. 29, 1999 to elect to receive ScottishPower ordinary shares rather than ScottishPower American Depository Shares in exchange for their PacifiCorp shares. ScottishPower's exchange agent, the Bank of New York, will mail transmittal materials and an election form shortly. PacifiCorp will pay a pre-completion dividend based upon the daily equivalent of its current $1.08 annual dividend for the days elapsed from Nov. 15, 1999 to Nov. 28, 1999 (the day before filing of the articles of merger). ### EDITOR'S NOTES: 1. PacifiCorp serves 1.5 million electricity customers in Oregon, Utah, Wyoming, Washington, Idaho and California. It has one of the most extensive transmission systems in the U.S. and owns 8,445 megawatts of low-cost thermal and hydroelectric generation. PacifiCorp also serves 560,000 electricity customers in the Australian states of Victoria, New South Wales and Queensland, through its subsidiary Powercor. 2. ScottishPower serves 5.5 million customers - about one in five British households. The company's activities span the generation, transmission, distribution and supply of electricity, gas supply, water and wastewater services and telecommunications. ScottishPower is one of the largest industrial groups in the UK with a market capitalization of almost $11 billion pre merger. 3. The last day of trading on the New York Stock Exchange for PacifiCorp stock was Nov. 29, 1999. -----END PRIVACY-ENHANCED MESSAGE-----