-----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, FBgyjktSQvjG0niZd6YB1Ya1PThZIEFVoDOJZH4fObVCD74u/BWt0lFSiHhHcYQb e5lsKshIhlT4cyaupNNIdg== 0000893877-95-000114.txt : 19951002 0000893877-95-000114.hdr.sgml : 19951002 ACCESSION NUMBER: 0000893877-95-000114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950927 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950927 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05152 FILM NUMBER: 95576604 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 FORM 8-K 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): September 27, 1995 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 NE 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 relating to the consummation of the previously announced merger agreement among Pacific Telecom, Inc., Pacifi- Corp Holdings, Inc. and a wholly owned subsidiary of PacifiCorp Holdings, Inc., as contained in a news release issued by the Registrant on September 27, 1995 is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. (21) Joint PacifiCorp and Pacific Telecom, Inc. news release issued by Registrant on September 27, 1995. 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 hereunto duly authorized. PACIFICORP (Registrant) By DANIEL L. SPALDING --------------------------------- Daniel L. Spalding Senior Vice President Date: September 27, 1995 EXHIBIT INDEX Sequential Exhibit No. Description Page No. - ----------- ----------- -------- (c)(21) Joint PacifiCorp and Pacific Telecom, Inc. news release issued by Registrant on September 27, 1995. EX-99.C21 2 EXHIBIT (C)(21) FOR IMMEDIATE RELEASE..BUSINESS & FINANCIAL EDITORS ..September 27, 1995 PACIFICORP AND PACIFIC TELECOM, INC. ANNOUNCE APPROVAL OF MERGER PacifiCorp (NYSE:PPW) and Pacific Telecom, Inc. (Nasdaq National Market:PTCM) jointly announced today the approval of the merger of Pacific Telecom with a wholly owned subsidiary of PacifiCorp Holdings, Inc. pursuant to which PacifiCorp Holdings will acquire all of the outstanding shares of Pacific Telecom not previously owned by it for $30 per share in cash. PacifiCorp Holdings is a wholly owned subsidiary of PacifiCorp. As a result of the merger, Pacific Telecom will be an indirect, wholly owned subsidiary of PacifiCorp. The merger was approved today at Pacific Telecom's annual meeting by holders of a majority of the approximately 5.3 million shares held by unaffiliated public shareholders. In addition, the shareholders of Pacific Telecom elected a total of ten directors, including four new directors who were nominees of PacifiCorp Holdings. Shareholders of Pacific Telecom, Inc. common stock should not send their certificates representing shares directly to Pacific Telecom to receive payment of the merger consideration. Instead, the shareholders will receive instructions regarding the surrender of their shares for payment from LaSalle National Bank, the Paying Agent appointed in connection with the merger. If you have questions regarding procedures for surrendering your shares, please contact LaSalle National Bank at (312) 904-2450. ### -----END PRIVACY-ENHANCED MESSAGE-----