-----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, KkSgFabNtEA7149F75A3G3o2VcGjFuqb/X1fQ2w3ZEqd/FXGrWlv9L4JrlDFCfAX oKn50kzRnyinxYkzFpg7+w== 0000908159-95-000049.txt : 19950907 0000908159-95-000049.hdr.sgml : 19950907 ACCESSION NUMBER: 0000908159-95-000049 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950906 SROS: NYSE SROS: PSE SUBJECT COMPANY: 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 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-30230 FILM NUMBER: 95570564 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 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 13E4 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 13E4 1 SCHEDULE 13E-4 1 =============================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) PACIFICORP (Name of Issuer and Person Filing Statement) $1.98 NO PAR SERIAL PREFERRED STOCK, SERIES 1992 (Title of Class of Securities) 695114660 (CUSIP Number of Class of Securities) RICHARD T. O'BRIEN SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PACIFICORP 700 NE MULTNOMAH STREET PORTLAND, OREGON 97232-4116 (503) 731-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) WITH COPIES TO: Stoel Rives Winthrop, Stimson, Putnam & Roberts 700 NE Multnomah, Suite 950 One Battery Park Plaza Portland, Oregon 97232-4109 New York, New York 10004-1490 Attention of John M. SchweitzerAttention of C. Payson Coleman, Jr. (503) 872-4821 (212) 858-1426 September 6, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee ================================================================= Transaction valuation* Amount of filing fee $128,125,000 $25,625 ================================================================= * Calculated pursuant to Rule 0-11(b)(2). [X] Check box if any part of the fee is offset by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing. Amount Previously Paid: $43,426.73 Form or Registration No.: 33-58569 Filing Party: PacifiCorp Date Filed: April 12, 1995 ================================================================== PAGE 1 OF 7 PAGES. EXHIBIT INDEX ON PAGE 7. 2 INTRODUCTORY STATEMENT This Issuer Tender Offer Statement on Schedule 13E-4 (this "Statement") is being filed by PacifiCorp, an Oregon corporation (the "Company"). This Statement relates to the offer (the "Exchange Offer") by the Company to exchange up to $125,000,000 aggregate principal amount of its 8.55% Quarterly Income Debt Securities (QUIDS) (Junior Subordinated Deferrable Interest Debentures, Series B) (the "Debentures") for up to all of the outstanding shares of the $1.98 No Par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock") of the Company. The Exchange Offer will be effected on the basis of $25 principal amount of Debentures (the minimum permitted denomination) for each share of Series 1992 Preferred Stock (liquidation preference $25 per share) validly tendered and accepted for exchange in the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on October 4, 1995, unless the Exchange Offer is extended. The cross-reference sheet below is being supplied pursuant to General Instruction B to Schedule 13E-4 and shows the location of the information required to be included in response to the Items of Schedule 13E-4 in the prospectus of the Company dated September 6, 1995 (the "Prospectus"), which is included in this Statement as Exhibit (a)(1). All cross-references below are to captions and subcaptions in the text of the Prospectus. The information in the Prospectus is hereby expressly incorporated by reference, each cross-reference below being deemed to be an incorporation by reference of the portions of the Prospectus referred to and the response to each Item being qualified in its entirety by the provisions of the Prospectus. ITEM 1. SECURITY AND ISSUER. (a) See "PROSPECTUS SUMMARY--The Company" and "THE COMPANY." (b) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the Exchange Offer" and "-- Securities Offered" and "THE EXCHANGE OFFER--Terms of the Exchange Offer" and "--Transactions and Arrangements Concerning the Series 1992 Preferred Stock." (c) See "PROSPECTUS SUMMARY--The Exchange Offer--Comparison of Debentures and Series 1992 Preferred Stock," "PRICE RANGE OF SERIES 1992 PREFERRED STOCK" and "THE EXCHANGE OFFER--Listing and Trading of Debentures and Series 1992 Preferred Stock; Transfer Restrictions." (d) Not applicable. 3 ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the Exchange Offer" and "-- Securities Offered," "THE EXCHANGE OFFER--Terms of the Exchange Offer" and "DESCRIPTION OF DEBENTURES." (b) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the Exchange Offer" and "-- Securities Offered," "THE EXCHANGE OFFER- - -Terms of the Exchange Offer" and "DESCRIPTION OF DEBENTURES." ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. See "PROSPECTUS SUMMARY--The Exchange Offer--Purpose of the Exchange Offer," "--Terms of the Exchange Offer" and "--Untendered Shares" and "THE EXCHANGE OFFER--Purpose of the Exchange Offer" and "--Terms of the Exchange Offer." (a) See "THE EXCHANGE OFFER--Purpose of the Exchange Offer." (b) See "THE COMPANY." (c) Not applicable. (d) Not applicable. (e) See "PROSPECTUS SUMMARY--The Exchange Offer--Terms of the Exchange Offer" and "-- Securities Offered," "SELECTED FINANCIAL INFORMATION" and "DESCRIPTION OF DEBENTURES." (f) Not applicable. (g) Not applicable. (h) See "RISK FACTORS--Risk That Preferred Stock May Be Delisted or Become Illiquid." (i) Not applicable. (j) Not applicable. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. None. 4 ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. None, except as may be described under Item 6 and "THE EXCHANGE OFFER--Transactions and Arrangements Concerning the Series 1992 Preferred Stock." ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. See "PROSPECTUS SUMMARY--The Exchange Offer--Exchange Agent and Information Agent" and "--Dealer Managers" and "THE EXCHANGE OFFER- - -Exchange Agent and Information Agent," "--Dealer Managers and "- - -Fees and Expenses; Transfer Taxes." ITEM 7. FINANCIAL INFORMATION. (a) See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" and "SELECTED FINANCIAL INFORMATION." (b) Not applicable. ITEM 8. ADDITIONAL INFORMATION. (a) None. (b) See "PROSPECTUS SUMMARY--The Exchange Offer--Comparison of Debentures and Series 1992 Preferred Stock," "RISK FACTORS--Risk That Preferred Stock May Be Delisted or Become Illiquid" and "THE EXCHANGE OFFER--Listing and Trading of Debentures and Series 1992 Preferred Stock; Transfer Restrictions." (c)-(e) None. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description -------------- ----------- (a) (1) Form of Prospectus.* (2) Proposed Form of Letter of Transmittal from PacifiCorp.* (3) Proposed Form of Letter to Brokers.* (4) Proposed Form of Letter to Clients*. (5) Proposed Form of Notice of Guaranteed Delivery.* 5 (6) Proposed Form of Letter to Shareholders from PacifiCorp.* (b) (1) Form of Indenture between PacifiCorp and The Bank of New York, as Trustee.* (2) Form of Supplemental Indenture to Indenture to be used in connection with the issuance of the Debentures.* (c) (1) Proposed Form of Dealer Managers Agreement.* (2) Proposed Form of Exchange Agent Agreement.* (3) Information Agent Agreement dated April 3, 1995 between PacifiCorp and Georgeson & Company Inc.* (d) Opinion of Stoel Rives with respect to tax matters.* (e) Form of Prospectus (included in Exhibit (a)(1)). (f) Proposed Form of Questions and Answers. - --------------- * Incorporated by reference to Registration Statement on Form S-4, File No. 33-58569, filed by PacifiCorp. 6 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 6, 1995 PACIFICORP By: RICHARD T. O'BRIEN ------------------------- Richard T. O'Brien (SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER) 7 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- (a) (1) Form of Prospectus.* (2) Proposed Form of Letter of Transmittal from PacifiCorp.* (3) Proposed Form of Letter to Brokers.* (4) Proposed Form of Letter to Clients*. (5) Proposed Form of Notice of Guaranteed Delivery.* (6) Proposed Form of Letter to Shareholders from PacifiCorp.* (b) (1) Form of Indenture between PacifiCorp and The Bank of New York, as Trustee.* (2) Form of Supplemental Indenture to Indenture to be used in connection with the issuance of the Debentures.* (c) (1) Proposed Form of Dealer Manager Agreement.* (2) Proposed Form of Exchange Agent Agreement.* (3) Information Agent Agreement dated April 3, 1995 between PacifiCorp and Georgeson & Company Inc.* (d) Opinion of Stoel Rives with respect to tax matters.* (e) Form of Prospectus (included in Exhibit (a)(1)). (f) Proposed Form of Questions and Answers. - --------------- * Incorporated by reference to Registration Statement on Form S-4, File No. 33-58569, filed by PacifiCorp. EX-99.F 2 EXCHANGE OFFER EX. F 1 PacifiCorp Exchange Offer 8.55% Quarterly Income Debt Securities (QUIDS(SM)) (Junior Subordinated Deferrable Interest Debentures, Series B) for $1.98 No Par Serial Preferred Stock, SERIES 1992 (SERIES 1992 PREFERRED STOCK) QUESTIONS AND ANSWERS THE FOLLOWING INFORMATION DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ACCOMPANYING PROSPECTUS DATED SEPTEMBER 6, 1995 AND THE RELATED LETTER OF TRANSMITTAL AND OTHER ACCOMPANYING DOCUMENTS. CAPITALIZED TERMS USED BELOW HAVE THE SAME MEANINGS AS IN THE PROSPECTUS. Q. What is the Exchange Offer? A. Upon the terms and conditions set forth in the accompanying Prospectus and the Letter of Transmittal, PacifiCorp will exchange up to $125 million principal amount of the QUIDS for up to 5,000,000 shares of the Series 1992 Preferred Stock. The QUIDS are offered in minimum denominations of $25 and integral multiples thereof, and the Series 1992 Preferred Stock has a liquidation preference of $25 per share. Consequently, the Exchange Offer will be effected on the basis of $25 principal amount of the QUIDS for each share of Series 1992 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. Q. Why is PacifiCorp offering to exchange up to $125 million principal amount of the QUIDS for the Series 1992 Preferred Stock? A. The principal purpose of the Exchange Offer is to improve PacifiCorp's after-tax cash flow by replacing the Series 1992 Preferred Stock with the QUIDS. The potential cash flow benefit to PacifiCorp arises because interest payable on the QUIDS generally will be deductible by PacifiCorp as it accrues for federal income tax purposes, while the dividends payable on the Series 1992 Preferred Stock are not deductible. - ---------------- (SM) QUIDS is a service mark of Goldman, Sachs & Co. 2 Q. Is the Exchange Offer applicable to any of PacifiCorp's other securities (including the $1.98 No Par Serial Preferred Stock (CUSIP 695114 71 0) issued in connection with PacifiCorp's 1989 merger with Utah Power & Light Company)? A. No. Q. What are QUIDS? A. The QUIDS are unsecured debt securities to be issued by PacifiCorp that are subordinate in right to payment to PacifiCorp's senior indebtedness and to obligations of its subsidiaries. The QUIDS are, however, senior to the claims of the holders of PacifiCorp's capital stock, including the Series 1992 Preferred Stock. In addition, the QUIDS will also have the following terms: - The QUIDS will have a 30 year maturity whereas the Series 1992 Preferred Stock have no stated final maturity. - The QUIDS will bear interest at an annual rate of 8.55% and, unlike the Series 1992 Preferred Stock, are payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year commencing on December 31, 1995. Dividends on the Series 1992 Preferred Stock are payable quarterly out of funds legally available therefor on February 15, May 15, August 15 and November 15 of each year for the dividend periods ending on the fifth day of each such month, when, as and if declared by PacifiCorp's Board of Directors. - The QUIDS may be called for redemption by PacifiCorp at any time after May 31, 1997 at 100% of their principal amount. The redemption provisions for the Series 1992 Preferred Stock are substantially similar to those for the QUIDS. - The QUIDS will have regular quarterly interest payments that may be deferred, at the option of PacifiCorp, for a period of up to 20 consecutive quarters (which is defined as an Extension Period in the Prospectus). In the event that PacifiCorp exercises such option, PacifiCorp may not declare or pay dividends on, or redeem, purchase or acquire, any shares of its capital stock until deferred interest on the QUIDS is paid in full, subject to certain exceptions described in the Prospectus. Although the quarterly dividend payments for the Series 1992 Preferred Stock may also be suspended at the option of PacifiCorp, there are several distinctions between PacifiCorp's right to suspend such dividends and PacifiCorp's option to defer interest payments on the QUIDS. For example, the payment of dividends on the Series 1992 Preferred Stock may be suspended for an indefinite period while any particular Extension Period relating to the QUIDS may not exceed 20 consecutive quarters. However, unlike the Series 1992 Preferred Stock, because the original issue discount rules apply to the QUIDS, holders would continue to accrue income thereon for federal income tax purposes and, as a result, would include these accrued amounts in gross income in advance of the receipt of cash. Also, if the aggregate amount of any 3 such suspended dividends is at least equal to four full quarterly payments, holders of the Series 1992 Preferred Stock have rights to elect a majority of the full Board of Directors, whereas the holders of the QUIDS have no voting rights arising from PacifiCorp's option to extend an interest period. Another distinction is that any deferred interest payments on the QUIDS will be compounded quarterly at a rate equal to the stated interest rate on the QUIDS whereas any suspended dividends on the Series 1992 Preferred Stock do not have such a compounding feature. Q. How does the interest rate on the QUIDS compare to the dividend rate on the Series 1992 Preferred Stock? A. The effective yield for the Series 1992 Preferred Stock, at its stated liquidation preference of $25 per share, is 7.92% per annum. The coupon on the QUIDS is 8.55%, or .63% higher than such effective yield on the Series 1992 Preferred Stock. Q. Will interest on the QUIDS be eligible for reinvestment under PacifiCorp's Dividend Reinvestment and Stock Purchase Plan? A. No. However, dividends on other shares of PacifiCorp's capital stock held by a tendering holder will remain eligible for reinvestment under such Plan. Q. The next dividend payment on the Series 1992 Preferred Stock will be made November 15, 1995. Will the holders that participate in the Exchange Offer be eligible for this dividend? A. No. In lieu of dividends accumulating after August 5, 1995 on the Series 1992 Preferred Stock, the holders thereof will be entitled to accrued interest at a rate of 7.92% per annum from August 6, 1995 through the Expiration Date referred to below, which will be payable, together with interest on the QUIDS, on December 31, 1995. Interest on the QUIDS will begin accruing on the day following the Expiration Date. However, if the Expiration Date is extended by PacifiCorp, as described below, to a date that is after October 20, 1995, then to the extent the holders are shareholders of record for the Series 1992 Preferred Stock on October 20, 1995, the holders will receive a dividend for the period from August 6, 1995 to November 5, 1995 payable on November 15, 1995. Q. When will the Exchange Offer expire? A. The Expiration Date of the Exchange Offer will be 5:00 p.m., New York City time, on October 4, 1995, unless extended by PacifiCorp. PacifiCorp may decide, prior to the Expiration Date, to amend or terminate the Exchange Offer and, at any time, to extend the Exchange Offer as described further in the accompanying documents. 4 Q. Can a holder of the Series 1992 Preferred Stock revoke its exchange? A. Tenders of Series 1992 Preferred Stock pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date and, unless accepted for exchange by PacifiCorp, may be withdrawn at any time after 40 business days after the date of the Prospectus. To be effective, written notice of withdrawal must be completed and submitted to the Exchange Agent in a timely fashion. Q. Will the QUIDS be listed? A. Like the Series 1992 Preferred Stock, PacifiCorp expects that the QUIDS will be listed on the New York Stock Exchange. Q. Will the Exchange Offer constitute a taxable event? A. The Exchange Offer will be a taxable event to those holders that tender their Series 1992 Preferred Stock in exchange for the QUIDS and the QUIDS will be issued with original issue discount for federal income tax purposes. As described in the Prospectus, in the case of a holder who directly or constructively owns solely Series 1992 Preferred Stock, or not more than one percent of the Series 1992 Preferred Stock outstanding and not more than one percent of all other classes of outstanding stock of PacifiCorp, an exchange of all or part of such holder's Series 1992 Preferred Stock for the QUIDS pursuant to the Exchange Offer should ordinarily be treated as an exchange. Each holder should carefully consider the matters described under "Certain Federal Income Tax Considerations" in the Prospectus and consult their tax advisor to determine the consequences to such holder of the Exchange Offer and of holding the QUIDS. Q. Are there any costs that a holder of the Series 1992 Preferred Stock should consider in the context of the Exchange Offer? A. Except for fees that may be charged to a holder by a broker, dealer, bank or trust company for its services and any transfer taxes incurred by a holder in connection with the delivery of certificates representing QUIDS to a person other than such holder, the expenses of soliciting tenders of the Series 1992 Preferred Stock will be borne by PacifiCorp. Included in such expenses are fees payable by PacifiCorp to the Dealer Managers, the Information Agent and the Exchange Agent for assisting in the Exchange Offer and a fee of $.50 per share payable to brokers that successfully solicit tenders on behalf of PacifiCorp. 5 Q. What is the process for a holder to participate in the Exchange Offer? A. Each registered holder of the Series 1992 Preferred Stock should receive, together with these Questions and Answers, copies of the Prospectus, a Letter of Transmittal, a Notice of Guaranteed Delivery, a letter addressed to Clients and Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9. PacifiCorp urges each holder to review each of these documents and to contact such holder's broker and tax advisor for assistance. In the event holders require other sources of information they should contact the Information Agent or the Dealer Managers at the toll-free numbers listed in the Prospectus or the Letter of Transmittal. In order to participate in the Exchange Offer, the holder must complete the information in the Letter of Transmittal either by themselves or with the assistance of their brokers if their brokers are the registered holders on their behalf. If the Series 1992 Preferred Stock is registered in the name of a broker, dealer, bank, trust company or other nominee, the beneficial owner must instruct such nominee to complete the Letter of Transmittal on such beneficial owner's behalf. The Letter of Transmittal must be mailed in time to reach the Exchange Agent by the Expiration Date. In the event that a holder is unable to fulfill the requirements of the Letter of Transmittal, the holder must submit the Notice of Guaranteed Delivery on or prior to the Expiration Date. PacifiCorp recommends that all mailings be registered and insured by the holder for their protection. -----END PRIVACY-ENHANCED MESSAGE-----