-----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, PnTRLcDEnawTsxVz7ojf4GICvSZ9qZw2WTRKqdTKY8mq3Ccty1QXkgTnkkW53fu1 Ijp4C1mlIVVhX6E769Pp3g== 0000893877-95-000171.txt : 19951218 0000893877-95-000171.hdr.sgml : 19951218 ACCESSION NUMBER: 0000893877-95-000171 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951215 SROS: NASD GROUP MEMBERS: PACIFICORP GROUP MEMBERS: PACIFICORP /OR/ GROUP MEMBERS: PACIFICORP CREDIT, INC. GROUP MEMBERS: PACIFICORP FINANCIAL SERVICES, INC. GROUP MEMBERS: PACIFICORP HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMDIAL CORP CENTRAL INDEX KEY: 0000230131 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942443673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31140 FILM NUMBER: 95602158 BUSINESS ADDRESS: STREET 1: 1180 SEMINOLE TRAIL STREET 2: P O BOX 7266 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22906-2200 BUSINESS PHONE: 8049782200 MAIL ADDRESS: STREET 1: 1180 SEMMINOLE TRAIL STREET 2: P O BOX 7266 CITY: CHARLOTTESVILLE STATE: VA ZIP: 22906 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 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 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) COMDIAL CORPORATION --------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 --------------------------------------------------- (Title of Class of Securities) 200332-10-4 ------------------------------ (CUSIP Number) Michael C. Henderson PacifiCorp Holdings, Inc. 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) August 11, 1995 ------------------------------- (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 [ ]. Check the following box if a fee is being paid with this statement [ ]. 2 SCHEDULE 13D ------------ CUSIP No. 200332-10-4 1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above Person: PacifiCorp Holdings, Inc. (formerly Inner ------------------------------------------- PacifiCorp, Inc.) 93-0866672. ------------------------------------------------------------ 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only _______________________________________________ 4) Source of Funds Not applicable. -------------------------------------------- 5) Check 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 0 ----------------- Number of Shares 8) Shared Voting Power 907,169 Beneficially --------------- Owned by Each Reporting 9) Sole Dispositive Power 0 Person With ------------ 10) Shared Dispositive Power 907,169 ---------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 907,169 ------------ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 11.2% ------------ 14) Type of Reporting Person (See Instructions) CO ------------------- 3 SCHEDULE 13D ------------ CUSIP No. 200332-10-4 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 (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only __________________________________________________ 4) Source of Funds Not applicable. ----------------------------------------------- 5) Check 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 0 ----------------- Number of Shares 8) Shared Voting Power 907,169 Beneficially --------------- Owned by Each Reporting 9) Sole Dispositive Power 0 Person With ------------ 10) Shared Dispositive Power 907,169 ---------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 907,169 ----------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 11.2% ------------ 14) Type of Reporting Person (See Instructions) CO ------------------- 4 SCHEDULE 13D ------------ CUSIP No. 200332-10-4 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 (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only __________________________________________________ 4) Source of Funds Not applicable. ----------------------------------------------- 5) Check 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 0 ----------------- Number of Shares 8) Shared Voting Power 907,169 Beneficially --------------- Owned by Each Reporting 9) Sole Dispositive Power 0 Person With ------------ 10) Shared Dispositive Power 907,169 ---------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 907,169 ------------------ 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 11.2% ------------ 14) Type of Reporting Person (See Instructions) CO ------------------- 5 SCHEDULE 13D ------------ CUSIP No. 200332-10-4 1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above Person: PacifiCorp Credit, Inc. 93-0896440. ---------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only __________________________________________________ 4) Source of Funds Not applicable. ----------------------------------------------- 5) Check 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 0 ----------------- Number of Shares 8) Shared Voting Power 907,169 Beneficially --------------- Owned by Each Reporting 9) Sole Dispositive Power 0 Person With ------------ 10) Shared Dispositive Power 907,169 ---------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 907,169 --------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 1.2% ------------ 14) Type of Reporting Person (See Instructions) CO ------------------- 6 PACIFICORP HOLDINGS, INC. ------------------------- AMENDMENT NO. 5 TO SCHEDULE 13D ------------------ PacifiCorp Holdings, Inc., a Delaware corporation ("PacifiCorp Holdings"), amends its statement on Schedule 13D ("Statement") pertaining to the Common Stock, $0.01 par value ("Common Stock"), of Comdial Corporation, a Delaware corporation ("Comdial"), which Statement was filed with the Securities and Exchange Commission on February 24, 1989 and subsequently amended by Amendment No. 1 filed on July 17, 1989, Amendment No. 2 filed on December 16, 1991, Amendment No. 3 filed on January 7, 1994 and Amendment No. 4 filed on February 28, 1994. This Amendment No. 5 ("Amendment") amends the Statement to report the disposition by PacifiCorp Credit, Inc. ("PCI"), an Oregon corporation and a wholly owned subsidiary of PacifiCorp Financial Services, Inc. ("PFS"), an Oregon corporation and a wholly owned subsidiary of PacifiCorp Holdings, of 2,000,000 shares of Common Stock (the "Shares") in a public offering, and the redemption of the remaining 750,000 shares of Series A 7 1/2% Cumulative Convertible Redeemable Preferred Stock of Comdial ("Series A Stock"), which transactions occurred on August 11, 1995. The other 100,000 shares of Series A Stock formerly held by PCI were redeemed by Comdial in December of 1994. Accordingly, PCI's remaining interest in Comdial consists solely of 907,169 shares of Common Stock, which number of shares reflects a one-for-three reverse stock split effected in August 1995. PacifiCorp, an Oregon corporation ("PacifiCorp"), owning 100 percent of the outstanding voting securities of PacifiCorp Holdings, and PFS and PCI, 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: Neither PacifiCorp, PacifiCorp Holdings, PFS, nor PCI 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. For a current list of the executive officers and directors of PacifiCorp Holdings and PacifiCorp, and of the directors and officers of PFS and PCI, 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 4. Purpose of Transaction. - ------ ---------------------- The information set forth below amends the supplements the information included under Item 4 of the Statement. PCI's remaining interest in Comdial consists solely of 907,169 shares of Common Stock. PCI continues to hold these remaining securities as an investment and presently has no plans or proposals which relate to or would result in any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ The information set forth below amends and restates the information included under Item 5 of the Statement: (a) - (b) The aggregate number of shares of Common Stock beneficially owned by the persons named in response to Item 2, and the number of shares of Common Stock 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, 7 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 Exhibit 2, to the knowledge of the Reporting Persons, neither PacifiCorp Holdings, PFS, PCI, PacifiCorp nor any director or officer of any of them is the beneficial owner of any Common Stock. (c) Except as described in this Statement, neither PacifiCorp Holdings, PFS, PCI, PacifiCorp nor any director or officer of any of them has bought or sold or otherwise effected any transactions in shares of the Common Stock during the past 60 days. (d) - (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or - ------ Relationships With Respect to Securities of the Issuer. ------------------------------------------------------ In connection with the sale by PCI of 2,000,000 shares of the Common Stock, PCI agreed that it will not dispose of any shares of Common Stock of the Company for a period of 180 days after August __, 1995, without the prior written consent of Rodman & Renshaw, Inc., which acted as the representative of the underwriters in connection with the public offering of those shares. Item 7. Material to be Filed as Exhibits. - ------ -------------------------------- Exhibit 1, Directors and Executive Officers of Corporations named in Item 2. Exhibit 2, Interests in Securities of Comdial Corporation. Exhibit 3, Letter Agreement dated August 11, 1995 between PacifiCorp Credit, Inc. and Comdial Corporation DATED this 14th day of December 1995. PACIFICORP HOLDINGS, INC. By MICHAEL C. HENDERSON ------------------------------------- Michael C. Henderson, President and Chief Executive Officer PACIFICORP FINANCIAL SERVICES, INC. By MICHAEL C. HENDERSON ------------------------------------- Michael C. Henderson, President and Chief Executive Officer PACIFICORP CREDIT, INC. By CRAIG N. LONGFIELD ------------------------------------- Craig N. Longfield, Senior Vice President and Chief Operating Officer PACIFICORP By MICHAEL C. HENDERSON ------------------------------------- Michael C. Henderson, Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). ------------------------------------------------------------ EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 1 Directors and Executive Officers of Corporations named in Item 2 2 Interests in Securities of Comdial Corporation 3 Letter Agreement dated August 11, 1995 between PacifiCorp Credit, Inc. and Comdial Corporation EX-1 2 EXHIBIT 1 1 Exhibit 1 DIRECTORS AND EXECUTIVE OFFICERS OF PACIFICORP HOLDINGS, INC., PACIFICORP, PACIFICORP FINANCIAL SERVICES, INC. AND PACIFICORP CREDIT, INC. (Note: footnote (*) appears at end of this Exhibit 1) The directors and executive officers of PacifiCorp Holdings, Inc. and PacifiCorp are as follows: PacifiCorp Holdings, Inc. -------------------------
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 Holdings, Inc., 700 NE Multnomah, Suite 1600, Portland, Oregon 97232 C. Todd Conover Director President, The Vantage Company, 101 First Street, Suite 670, Los Altos, California 94022 Michael C. Henderson Director, President and Vice President of PacifiCorp*; Chief Executive Officer Director, President and Chief Executive Officer of PacifiCorp Holdings, Inc.*; Director, Chair, President and Chief Executive Officer of PacifiCorp Financial Services, Inc., a financial services company with offices at 825 NE Multnomah, Suite 775, Portland, Oregon 97232 Nolan E. Karras Director Owner of Investment Management & Research, Inc., an investment advisory firm with offices at 4695 South 1900 West #3, Roy, Utah 84067 2 Richard T. O'Brien Senior Vice President Senior Vice President and Chief Financial Officer of PacifiCorp*; Senior Vice President of PacifiCorp Holdings, Inc.*; Senior Vice President of PacifiCorp Financial Services, Inc.* Daniel L. Spalding Senior Vice President Senior Vice President of PacifiCorp*; Senior Vice President of PacifiCorp Holdings, Inc.* Verl R. Topham Senior Vice President and Senior Vice President and General General Counsel Counsel of PacifiCorp; Senior Vice President and General Counsel of PacifiCorp Holdings, Inc.* William E. Peressini Treasurer Treasurer of PacifiCorp*; Treasurer of PacifiCorp Holdings, Inc.* Sally A. Nofziger Secretary Vice President and Corporate Secretary of PacifiCorp*; Secretary of PacifiCorp Holdings, Inc.*, Secretary of PacifiCorp Financial Services, Inc.* Jacqueline S. Bell Controller Controller of PacifiCorp*; Controller of PacifiCorp Holdings, Inc.*
All of the directors and executive officers of Pacific Holdings, 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. 3 PacifiCorp ----------
Name Title Principal Occupation - ---- ----- -------------------- Kathryn A. Braun Director Executive Vice President, Western Digital Corporation, 8105 Irvine Center Drive, Irvine, CA 92718 Frederick W. Buckman Director, Member of Corporate President and Chief Executive Policy Group and President Officer of PacifiCorp* President & Chief Executive Officer C. Todd Conover Director President of Vantage Company, 101 First Street, Suite 670, Los Altos, California 94022 Richard C. Edgley Director Member of Presiding Bishopric, The Church of Jesus Christ of Latter-day Saints, 50 East North Temple, 18th Floor, Salt Lake City, Utah 84150 John C. Hampton Director Chairman of Hampton Affiliates, Inc., a forest products company with offices at Suite 400, 9400 SW Barnes Rd., Portland, Oregon 97225 Nolan E. Karras Director Owner of Investment Management & Research, 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 PacifiCorp* Robert G. Miller Director Chairman of the Board and Chief Executive Officer of Fred Meyer, Inc., a retail merchandising chain, with offices at 3800 SE 22nd, Portland, Oregon 97202 Verl R. Topham Director, Senior Vice Senior Vice President and President and General General Counsel of PacifiCorp*; Counsel of PacifiCorp Senior Vice President and General Counsel of PacifiCorp Holdings, Inc.* 4 Don M. Wheeler Director Chairman and Chief Executive Officer, Wheeler Machinery Company, an equipment sales, repair and service firm with offices at 4901 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 Charles E. Robinson Member of Corporate Chairman, President and Chief Policy Group Executive Officer of Pacific Telecom, Inc., a telecommunications holding company with offices at 805 Broadway, P.O. Box 9901, Vancouver, Washington 98668 John A. Bohling Senior Vice President Senior Vice President of PacifiCorp* Shelley R. Faigle Senior Vice President Senior Vice President of PacifiCorp* Paul G. Lorenzini Member of Corporate Senior Vice President of Policy Group and Senior PacifiCorp* Vice President of PacifiCorp John E. Mooney Senior Vice President Senior Vice President of PacifiCorp* Richard T. O'Brien Senior Vice President Senior Vice President and Chief and Chief Financial Officer Financial Officer of PacifiCorp*; Senior Vice President of PacifiCorp Holdings, Inc.* Daniel L. Spalding Senior Vice President Senior Vice President of PacifiCorp*; Senior Vice President of PacifiCorp Holdings, Inc.* 5 Dennis P. Steinberg Senior Vice President Senior Vice President of PacifiCorp* Michael C. Henderson Vice President Vice President of PacifiCorp*; Director, President and Chief Executive Officer of PacifiCorp Holdings, Inc.*; Director, Chair, President and Chief Executive Officer of PacifiCorp Financial Services, Inc.* Thomas J. Imeson Vice President Vice President of PacifiCorp* Robert F. Lanz Vice President Vice President of PacifiCorp* Sally A. Nofziger Vice President & Vice President and Corporate Corporate Secretary Secretary of PacifiCorp*; Secretary of PacifiCorp Holdings, Inc.* William E. Peressini Treasurer Treasurer of PacifiCorp*; Treasurer of PacifiCorp Holdings, Inc.* Jacqueline S. Bell Controller Controller of PacifiCorp*; Controller of PacifiCorp Holdings, 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. _______________________ * 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. 6 PacifiCorp Financial Services, Inc. -----------------------------------
Name Title Principal Occupation - ---- ----- -------------------- Michael C. Henderson Director, Chair, President Vice President of PacifiCorp, and Chief Executive Officer Director, President and Chief Executive Officer of PacifiCorp Holdings, Inc.*; Director, Chair, President and Chief Executive Officer of PacifiCorp Financial Services, Inc.*; Director of PacifiCorp Credit, Inc.*, 825 NE Multnomah, Suite 775, Portland, Oregon 97232 Craig N. Longfield Director, Senior Vice President Director, Senior Vice President and Chief Operating Officer and Chief Operating Officer of PacifiCorp Financial Services, Inc.*; Director and President of PacifiCorp Credit, Inc.* Richard T. O'Brien Senior Vice President Senior Vice President and Chief Financial Officer of PacifiCorp*; Senior Vice President of PacifiCorp Holdings, Inc.*; Senior Vice President of PacifiCorp Financial Services, Inc.* Reynold Roeder Vice President Vice President of PacifiCorp Financial Services, Inc.; Vice President of PacifiCorp Credit, Inc.* William E. Peressini Treasurer Treasurer of PacifiCorp Financial Services, Inc.; Treasurer of PacifiCorp*; Treasurer of PacifiCorp Holdings, Inc.* Sally A. Nofziger Secretary Vice President and Corporate Secretary of PacifiCorp*; Secretary of PacifiCorp Holdings, Inc.*; Secretary of PacifiCorp Financial Services, Inc.; Secretary of PacifiCorp Credit, Inc.* 7 Peter J. Craven Controller 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. 8 PacifiCorp Credit, Inc. -----------------------
Name Title Principal Occupation - ---- ----- -------------------- Michael C. Henderson Director Director of PacifiCorp Credit, Inc.*; Vice President of PacifiCorp*; Director, President and Chief Executive Officer of PacifiCorp Holdings, Inc.*; Director, President and Chief Executive Officer of PacifiCorp Financial Services, Inc.*; Craig N. Longfield President Director and Senior Vice President and Chief Operating Officer of PacifiCorp Financial Services, Inc.*; Director and President of PacifiCorp Credit, Inc.* Reynold Roeder Vice President Vice President of PacifiCorp Credit, Inc.*; Vice President of PacifiCorp Financial Services, Inc.*; Vice President of PacifiCorp Credit, Inc.* William E. Peressini Treasurer Treasurer of PacifiCorp*; Treasurer of PacifiCorp Holdings, Inc.*; Treasurer of PacifiCorp Financial Services, Inc.*; Treasurer of PacifiCorp Credit, Inc.* 9 Sally A. Nofziger Secretary Vice President and Corporate Secretary of PacifiCorp*; Secretary of PacifiCorp Holdings, Inc.*; Secretary of PacifiCorp Financial Services, Inc.*; Secretary of PacifiCorp Credit, Inc.*
All of the directors and executive officers of PacifiCorp Credit, 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. EX-2 3 EXHIBIT 2 1 Exhibit 2 INTERESTS IN SECURITIES OF COMDIAL CORPORATION The beneficial ownership interests of PacifiCorp Holdings, PFS, PCI, PacifiCorp and the directors and officers of each of them are described below: PacifiCorp Holdings, Inc. -------------------------
Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote 0 0% or Direct the Vote Shared Power to 907,169 11.2%* Vote or Direct the Vote Sole Power to 0 0% Dispose or to Direct the Disposition Shared Power to 907,169 11.2%* Dispose or to Direct the Disposal Total 907,169 11.2%* Beneficially Owned _________________________ * Calculated using a denominator equal to 8,085,529 (based on the number of shares of Common Stock outstanding at December 1, 1995).
2 PacifiCorp ---------- Because PacifiCorp controls PacifiCorp Holdings, PacifiCorp may be deemed a beneficial owner of the Common Stock.
Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote 0 0% or Direct the Vote Shared Power to 907,169 11.2%* Vote or Direct the Vote Sole Power to 0 0% Dispose or to Direct the Disposition Shared Power to 907,169 11.2%* Dispose or to Direct the Disposal Total 907,169 11.2%* Beneficially Owned _________________________ * Calculated using a denominator equal to 8,085,529 (based on the number of shares of Common Stock outstanding at December 1, 1995).
3 PacifiCorp Financial Services, Inc. ------------------------------------
Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote 0 0% or Direct the Vote Shared Power to 907,169 11.2%* Vote or Direct the Vote Sole Power to 0 0% Dispose or to Direct the Disposition Shared Power to 907,169 11.2%* Dispose or to Direct the Disposal Total 907,169 11.2%* Beneficially Owned _________________________ * Calculated using a denominator equal to 8,085,529 (based on the number of shares of Common Stock outstanding at December 1, 1995).
4 PacifiCorp Credit, Inc. -----------------------
Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote 0 0% or Direct the Vote Shared Power to 907,169 11.2%* Vote or Direct the Vote Sole Power to 0 0% Dispose or to Direct the Disposition Shared Power to 907,169 11.2%* Dispose or to Direct the Disposal Total 907,169 11.2%* Beneficially _______________________ * Calculated using a denominator equal to 8,085,529 (based on the number of shares of Common Stock outstanding at December 1, 1995).
5 Michael C. Henderson ---------------------
Nature of Number of Percent of Total Number Ownership Shares of Outstanding Shares --------- --------- ----------------------- Sole Power to Vote 3,333* ** or Direct the Vote Shared Power to 0 0% Vote or Direct the Vote Sole Power to 3,333* ** Dispose or to Direct the Disposition Shared Power to 0 0% Dispose or to Direct the Disposal Total 3,333* ** Beneficially Owned _________________________ * Shares issuable upon the exercise of stock options. ** Less than one percent. Calculated using a denominator equal to 8,085,529 (based on the number of shares of Common Stock outstanding at December 1, 1995).
EX-3 4 EXHIBIT 3 1 Exhibit 3 August 11, 1995 RODMAN & RENSHAW, INC. One Liberty Plaza, 31st Floor 165 Broadway New York, New York 10006 As Representative of the Several Underwriters Ladies and Gentlemen: In order to induce Rodman & Renshaw, Inc., as representative (the "Representative") of the several underwriters, to enter into an underwriting agreement with respect to the public offering (the "Offering") of shares (the "Shares") of the common stock, par value $.01 per share (the "Common Stock"), of Comdial Corporation, a Delaware corporation (the "Company"), the undersigned agrees for the benefit of the Company and the Representative that, for a period of 180 days from the effective date of the Offering, the undersigned will not, without the prior written consent of the Representative, offer, pledge, sell, transfer, assign, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, either pursuant to Rule 144 of the regulations under the Securities Act of 1933, as amended, or otherwise, any shares of the Common Stock of the Company, or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for shares of the Common Stock beneficially owned by the undersigned. In order to enable you to enforce the aforesaid covenants, the undersigned hereby consents to the placing of legends upon, and stop-transfer orders with the transfer agent of the Company's securities with respect to, any shares of Common Stock registered in the undersigned's name or beneficially owned by the undersigned. The Company agrees to instruct the transfer agent to place such legends and stop-transfer orders and not to authorize the transfer agent to transfer any shares without the consent of the Representative as set forth herein. 2 Rodman & Renshaw, Inc. August 11, 1995 The undersigned understands that the Company and the Representative will rely upon this letter if they proceed with the Offering. The provisions of this agreement shall be binding upon the undersigned and the successors, assigns, heirs, and personal representatives of the undersigned. Very truly yours, PACIFICORP CREDIT, INC. CRAIG N. LONGFIELD ------------------------------------ Name: Craig N. Longfield Title: President Accepted and Agreed: COMDIAL CORPORATION By: WAYNE R. WILVER ------------------------ Name: Wayne R. Wilver Title: Comdial Corporation -----END PRIVACY-ENHANCED MESSAGE-----