Text

Informs NRC of Developments That Have Occurred Since 990524 Application Was Filed Re Pacificorp Transfer of License of FOL NPF-1.NRC Is Urged to Act & Approve Transaction Expeditiously by 990930.Supporting Documentation Encl
	ML20216F287
Person / Time
Site:	Trojan File:Portland General Electric icon.png
Issue date:	09/20/1999
From:	Behrends S; AFFILIATION NOT ASSIGNED, LEBOEUF, LAMB, LEIBY & MACRAE
To:	; NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM)
References
	NUDOCS 9909210236
	Download: ML20216F287 (97)
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LEBOEUF, LAMB, GREENE & MACRAE l

L.L.P.

A LIMITED LIASILITY PAATNERSHIP 6NCLUDING PROFE SSiONAL CORPORAfioNS NEW YORK 1875 C o N N ECTIC UT AVE N U E, N.W.

LOS ANGELES WASHINGTON

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WASHINGTON, D C 20009-57 28 PiTTSsuRos (202)986 8000 PORTLAND. OR TELEX: 440274 F ACSIMILE: (202)986-8102 H ARRISB U RG BRUSSELS HARTFORD WRITER'S DIRECT DIAL +

g HOUSTON ALMATY JACKSONVILLE LONDON 986-8021 "v'""^'**^^"'"'"5"'

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September 20, 1999 Via Hand Delivery Nuclear Regulatory Commission Document Control Desk 11555 Rockville Pike Rockville, MD 20852 Re:

Application of PacifiCorp for Transfer of License of Facility Operating License No. NPF-1 (Docket No. 50-344)

Gentlemen and Ladies:

On May 24, 1999, PacifiCorp filed an application i

seeking prior approval for the indirect transfer of its non-

{

operating license of the Trojan Nuclear Plant

(" Trojan") to reflect a change in the upstream economic ownership of

-PacifiCorp, which owns a 2.5% interest in Trojan.

This change of economic ownership is a result of the Agreement and Plan of Merger entered into by PacifiCorp and Scottish Power, a public limited company organized under the laws of Scotland, on December 6,

1998 (and subsequently amended as of January 29, 1999 and February 9, 1999 and amended and restated as of February 23, 1999).

On August 2, 1999, a Notice of Consideration of Approval of Application Regarding Merger and Opportunity for a Hearing was published in the Federal Register.

Pursuant to that Notice, requests for hearing were due on August 23, 1999 and petitions to intervene were due on September 1, 1999.

No requests for hearing or petitions for intervention were received.

Thus, only Nuclear Regulatory Commission ("NRC") approval, the only approval still outstanding, is required in order to complete this transaction.

/ oD I

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9909210236 990920 PDR ADOCK 05000344 W

PDR

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' Nuclear Regulatory. Commission j

September 20, 1999 l

Page 2.

On August 30, 1999, the NRC sent a Request for Additional

'Information.("RAI") to PacifiCorp.

In large part, the RAI pertains to the issue of foreign ownership, control and domination of PacifiCorp, a_non-operator, minority licensee.

Responses to the RAI are attached.

In addition, PacifiCorp would like to take this opportunity to inform the NRC of developments that have occurred since the Application was filed and to underscore certain facts contained in the May 24, 1999 Application which relate to those developments.

I 1.

On Friday, August 6, 1999, Trojan's reactor was loaded onto a barge and floated up the Columbia River to Benton, Washington where it was then transported to the Hanford Nuclear Reservation for burial.

With the removal of the nuclear reactor from the facility, any concern about foreign ownership, control or domination of an operating nuclear facility, should have become moot because with such removal there is no nuclear

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facility, 2.

To negate concerns of foreign ownership, control and domination of PacifiCorp, as a licensee, the May 24, 1999 Application contained two specific mitigation measures.

a.

The Application provides that effective on the closing of the transaction with Scottish Power, the Agreement for Construction Ownership and Operation of the Trojan Nuclear Plant, dated October 5, 1970

(" Agreement"), which governs the operation of Trojan by the Trojan owners, will be amended.

(i)

Historically, due to PacifiCorp's de minimus 2.5% interest in Trojan, PacifiCorp's interest was outweighed and could be outvoted by that of EWEB (30%) and PGE (67.5%);

=

s Nuclear Regulatory Commission September 20, 1999 Page 3 (ii)

Even if PacifiCorp joined its voting interest with the other minority owner, the combined interest would be less than 35% and could not affect a change of action; and (iii)

PacifiCorp's voting rights on the Engineering Committee and Operating Committee were limited to voting its ownership share (2. 5%),

which could be outvoted easily.

b.

Under the amendment to the Agreement, PacifiCorp's representation on the Engineering and Operating Committees will be eliminated and PacifiCorp's right of access to the plant site will be eliminated.

c.

PacifiCorp, however, will retain all " obligations" associated with its non-operating 2.5% interest for purposes of fulfilling its decommissioning i

obligations.

3.

As a condition of NRC approval, PacifiCorp proposed the creation of a Nuclear Committee, which will have sole discretion regarding all issues involving Pacificorp's obligations concerning operation, maintenance, contribution of capital, fuel cycle, decommissioning, health and safety, matters affecting national security, compliance with the Atomic Energy Act and this Commission's orders, and all other matters regarding PacifiCorp's license obligations.

The Nuclear Committee will be composed entirely of citizens from the United States, who will report to the full PacifiCorp Board for informational purposes, but will have no obligation to act in accordance with directives of the full PacifiCorp Board or of any foreign entity connected to Scottish Power.

Nuclear Regulatory Commission September 20, 1999 Page 4 4.

PacifiCorp is committed to the limits placed on foreign ownership described above.

Those commitments will be legally binding, both by operation of the amended Bylaws, and because they will be conditions imposed by thefcommission as.part of this license transfer proceeding.

To ensure further that these limitations remain in place, PacifiCorp has committed that the amendments to the PacifiCorp Bylaws creating the Nuclear Committee, will not lx3 removed or relaxed without' express approval of the Director of Nuclear Reactor Regulation.

This commitment may be imposed as a condition of approval.

5.

Finally, PacifiCorp wishes to inform the NRC of the regulatory approvals concerning this transaction that have been obtained.

a.

Approval of the' Federal Energy Regulatory

)

Commission was received on June 16, 1999.

b.

Approval also was required from the California Public Utilities Commission, the Oregon Public Utility Commission, the Utah Public Service Commission, the Idaho Public Utilities Commission, the Wyoming Public Service Commission, and the Washington Utilities and Transportation Commission's disclaiming jurisdiction or approval of the transaction.

In regard to each state approval, either an approval order has been obtained or a stipulation has been entered into with the. staff of the Commission that supports approval.

c.

.In addition, the transaction was subject to review by thel Antitrust Division of the Justice Department and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act

l i:

l Nuclear Regulatory Commission L

September:20, 1999 Page15 t

of 1976 ("HSR Act").

Early termination of that review was issued on February 12, 1999.

d.

Thus, it appears likely that unless the NRC acts promptly, its approval will be the only one that remains outstanding.

PacifiCorp stated in its May 24, 1999 Application that the parties intend to close this transaction in the third quarter of l

' calendar year 1999.

This date rapidly is approaching and the parties again urge the NRC to act and approve this transaction expeditiously in order to permit the' transaction to close by

. September 30, 1999.

If you find that you need additional information, please do not hesitate.to call me at the above-listed telephone number.

~

Respectfully submitted, h g[&&

Samuel Behrends'IV Mary A. Murphy Attorneys for PacifiCorp Enclosures cc:

Mr. Lee H. Thonus U.S. Nuclear Regulatory Commission Three Mile Island Post Office Box 480 Middleton, PA 17047 Mr. Alex McKeigney U.S. Nuclear Regulatory Commission 11555 Rockville Pike Rockville, MD 20852

.c Nuclear Regulatory Commission-September 20, 1999 Page 6 Robert S. Wood Senior Level Licensee.

Financial 'solicy Advisor

' Office'of Nuclear Reactor Regulation U.S. Nuclear Regulatory Commission 11555-Rockville. Pike

'Rockville, MD 20852 Lawrence J. Chandler Associate General Counsel

.U.S.

Nuclear Regulatory Commission 11555 Rockville' Pike Rockville, MD 20852 Steven Hom-Office of General Counsel U.S. Nuclear Regulatory Commission 11555 Rockville' Pike Rockville, MD 20852 Tim Kobetz-U.S. Nuclear Regulatory Commission 11555 Rockville Pike Rockville, MD 20852 John R.

Cook U.S. Nuclear Regulatory Commission 11555 Rockville Pike Rockville, MD 20852 Vince Everett

.U.S.

Nuclear Regulatory Commission Harris Tower and Pavilion 611 Ryan Plaza Drive, Ste. 400 Arlington, TX 76011-8064

-Ellis Mershoff Regional Advisor - Region IV U.S. Nuclear-Regulatory Commission 611 Ryan Plaza' Drive, Ste. 400 Arlington,-TX'7G011

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Nuclear Regulatory Commission September 20, 1999 Page 7 Chairman'of the Board of County Commissioners Columbia County.

St. Helens, OR 97501 Mr. David Stewart-Smith Oregon Department.of Energy 625 Marion Street, NE Salem, OR 97310 Mr. W.

Lansing Dusek Manager Licensing, Compliance and Commitment Management Portland General Electric Company Trojan Nuclear Plant 71760 Columbia River Highway Rainier, OR 97048 Leonard A.

Girard, Esq.

Portland General Electric Company 121 S.W. Salmon Street Portland, OR 97204 Mr. Stephen M. Quennoz Vice President Nuclear and Thermal Operations Trojan Nuclear Plant Portland General Electric Company.

-71760 Columbia River Highway.

Rainier, OR 97048 1

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i REQUEST FOR ADDITIONAL INFORMATION PROPOSED MERGER OF PACIFICORP AND SCOTTISil POWER TROJAN NUCLEAR PLANT DOCKET NO. 50-344 Request No.1 l

Please provide any infomtation that may now be known regarding the number or proportion of U.S. and non-U.S. directors on the Boards of PacifiCorp, Scottish Power, and New Scottish Power following the merger. Also, is it expected that all, or a majority, of directors of each Board will be citizens of the U.S., the United Kingdom, or a member state of the European Union?

Response

The current Board of Directors PacifiCorp, which is comprised solely of U.S. citizens, is as set forth in Exhibit H 2 of the May 24,1999 Application with two deletions. Mr.

Frederick W. Buckman and Mr. Don M. Wheeler are no longer directors. At this time, the number and identity of the directors of PacifiCorp following the merger with Scottish Power have not been determined. It is expected that the directors will be citizens of the United States or United Kingdom.

The current directors of Scottish Power UK plc (formerly referred to as Scottish Power) are:

C. A. Berry UK citizen A. V. Richardson UK citizen

1. Robinson UK citizen I. S. M. Russell UK citizen K. L. Vowles UK citizen

7 4

The current directors of Scottish Power plc (fomierly referred to as New Scottish Power) are:

Mrs. Mair Barnes UK citizen C.A. Berry UK citizen Sir Peter Gregson UK citizen N. E. Karros US citizen

E. C. S. Macpherson UK citizen K. McKennon US citizen

R. G. Miller L US citizen

C. Miller Smith UK citizen Dr. J. Parnaby -

UK citizen A. V. Richardson UK citizen I. Robinson UK citizen I. S. M. Russell UK citizen C. M. Stuart UK citizen K. L. Vowles UK citizen

These directors will be added to the board following completion of the merger between PacifiCorp and Scottish Power.

Request No. 2.

For each intermediary company to be involved in the proposed transaction (NA General Partnership, Scottish Power NA 1 Limited, and Scottish Power NA 2 Limited), please provide:

-(a)

Its place ofincorporation and where it does business;

Response

Each of NA General Partnership, Scottish Power NA1 Limited and Scottish Power NA2 Limited are incorporated in Scotland and do business in Scotland.

(b) the names,-addresses, and citizenship ofits principal officers and directors, and any information regarding any known citizenship composition ofits board after the merger; and,-

L-

Response

The current directors of Scottish Power NA1 Limited are:

Mrs. Sheelagh J. Duffield 1 Atlantic Quay Glasgow G2 BSP UK citizen A. R. Mitchell 1 Atlantic Quay Glasgow G2 BSP UK citizen D. T. Nish 1 Atlantic Quay Glasgow G2 BSP UK citizen I. S. M. Russell 1 Atlantic Quay Glasgow G2 BSP UK citizen R. J. Stanley 1 Atlantic Quay Glasgow G2 BSP UK citizen These directors will remain directors after completion of the merger.

The current directors of Scottish Power NA2 Limited are:

Mrs. Sheelagh J. Duffield 1 Atlantic Quay Glasgow G2 BSP UK citizen A. R. Mitchell 1 Atlantic Quay Glasgow G2 BSP UK citizen D. T. Nish.

1 Atlantic Quay Glasgow G2 BSP UK citizen I. S. M. Russell 1 Atlantic Quay Glasgow G2 BSP UK citim 2 R. J. Stanley 1 Atlantic Quay Glasgow G2 BSP UK citizen j

i These directors will remain directors after completion of the merger.

The partners of NA General Partnership are Scottish Power NA 1 Limited and Scottish

' Power NA 2 Limited; the directors of each company are set forth above.

i (c) a statement as to whether it is owned, controlled, or dominated by an alien, a 4

foreign corporation, or foreign government, and, if so, give details. Please be sure i

to specify the degree to which each is now, or will be afler the merger, owned 1

and/or controlled by Scottish Power. Also, please specify ownership interests of greater than 5% by any other parties and provide copies of any current Schedules 13D or 13G filed with the Securities and Exchange Commission with respect to these entities.

Response

Scottish Power UK plc, Scottish Power NA 1 Limited and Scottish Power NA 2 Limited are or will be following the merger, wholly owned subsidiaries of Scottish Power plc.

There is no other foreign ownership, control or domination of these entities. There are no other shareholders with interests of greater than five percent.

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Request No. 3.

Page 31 of the 1997-98 Scottish Power Annual Report in Exhibit D states that, as of May 6,1998, Prudential Portfolio Managers UK Limited owned 7.67% of Scottish Power's

' issued share capital. Please state if 7.67% is the current known percentage ownership for this shareholder, and please list any other known shareholders owning more than 5% of issued share capital and what percentage of such shares they own. Please cite the nation in which each such shareholder is organized. Please state whether or not any such shareholders hold their shares for purposes of control.

Response

As of July 30,1999, Prudential Portfolio Managers Ltd, which is organized in the UK, maintains a 6.04% ownership interest. There are no other shareholders with interests greater than five percent. Prudential Portfolio Managers Ltd does not maintain its interest for purposes ofcontrol.

Request No. 4.

With reference to Sections 2.2 and 4.2 of the NRC draft Standard Review Plan on Foreign Ownership, Control, and Domination, please provide the following information regarding PacifiCorp.

(a)

Executive management positions held by non-U.S. citizens.

Response

No non-U.S. citizen holds an officer position with PacifiCorp. The next highest non-officer position at PacifiCorp is that of Managing Director. Currently, one Managing Director is an Australian citizen. However, this employee's duties are scheduled to change, and within thirty days he will relinquish the title of Managing Director.

According to PacifiCorp's records, no other Managing Director of PacifiCorp is a non-U.S. citizen.

(b)

The ability of foreign entities to control the appointment of executive management.

c

Response

No foreign entity has any ability to control the appointment of executive management of PacifiCorp.

-(c)

Whether PacifiCorp is indebted to foreign interests or has contractual or other agreements with foreign entities that may affect their control.

Response

PacifiCorp is not indebted to foreign interests that may affect their control, and PacificCorp has no other contractual or other agreements that may affect their control

,(d)

Any interlocking director or principal officer relationships with foreign companies.

Response

No director of PacifiCorp is a director of or holds a principal officer position with a foreign company that is not an indirectly wholly owned subsidiary of PacifiCorp.

(e)

If the equity securities of PacifiCorp and of any proposed post-merger direct or indirect parent of PacifiCorp are of a class which is registered pursuant to the Securities Exchange Act of 1934, please provide copies of all current Securities and Exchanges Commission (SEC) Schedules 13D and 13G.

1 Response.

Copies of all current Securities and Exchanges Commission Schedules 13D and 13G related to the equity securities of PacifiCorp are attached. No proposed post-merger direct or indirect parent of PacifiCorp has filed Schedules 13D or G.

Request No. 5.

Page 36 of the application states that "...the Nuclear Committee will have sole discretion to act on behalf of PacifiCorp as to all matters relating to Trojan with two exceptions."

Then thrss exceptions are listed on page 36, even though the text only refers to two.

Please clarify this difference so that it is clearly understood how many and which exceptions are not within the purview of the Nuclear Committee.

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Response

Page 36 of the application should have stated "three exceptions." The three exceptions enumerated on page 36, the right to decide to sell, lease or otherwise dispose of l

PacifiCorp's interest in the facility; the right to authorize and determine the budget related to the facility; and the right to take any action which is ordered by this Commission or any other agency or court of competent jurisdiction, are not within the purview of the Nuclear Committee.

f 1 l

.c Results of EDGAR Form Search For more information about TEXT, HTML, and PDF files, please click here.

Your query: PacifiCorp Your search had 12 hits.

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<IMS-DOCUMENT >0000950123-95-001490.txt 4 19950530

<IMS-HEADER >0000950123-95-001490.hdr.sgml : 19950530 ACCESSION NUMBER:

0000950123-95-001490 CONFORMED SUBMISSION TYPE:

SC 13G l

CONFIRMING COPY:

PUBLIC DOCUMENT COUNT:

1 FILED AS OF DATE:

19950519 SROS:

NONE GROUP MEMBERS:

CHANCELLOR CAPITAL MANAGEMENT INC GROUP MEMBERS:

CHANCELLOR TRUST CO.

SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G SEC ACT:

1934 Act SEC FILE NUMBER:

005-30230 l

FILM NUMBER:

00000000 BUSINESS ADDRESS:

j 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 CONFCRMED NAME:

PC/UP&L MERGING CORP DATE OF NAME CHANGE:

19890628 l

FILED BY:

COMPANY DATA:

COMPANY CONFORMED NAME:

CHANCELLOR CAPITAL MANAGEME CENTRAL INDEX KEY:

0000847239 STANDARD INDUSTRIAL CLASSIFICATION:

UNKNOWN SIC - 0000 [0000]

)

IRS NUMBER:

132744554 STATE OF INCORPORATION:

DE FISCAL YEAR END:

1231

)

FILING VALUES:

FORM TYPE:

SC 13G l

BUSINESS ADDRESS:

I STREET 1:

1166 AVENUE OF THE AMERICAS i

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http://www.sec. gov / Archives / edgar / data /75594/0000950123-95-001490.txt 9/15/99

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CITY:

NEW YORK STATE:

NY ZIP:

10036 BUSINESS PHONE:

2122789682 MAIL ADDRESS:

STREET 1:

1166 AVENUE OF THE AMERICAS CITY:

NEW YORK

)

STATE:

NY ZIP:

10036

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< DESCRIPTION > SCHEDULE 13G

< TEXT 2

<PAGE>

1 UNITED STATES i

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549 j

I 1

SCHEDULE 13G i

UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )*

PacifiCorp (Name of Issuer) i 1

$7.48 Cumulative Serial Preference Stock

)

(Title of Class of Securities) 695114650 (CUSIP Number)

Check the following box if a fee is being paid with this statement /x/.

(A fee is not required only if the filing person:(1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities deacribed in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7).

The remainder of this cover page shall be filled out for a reporting person's initial filing on this fonn with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or'otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the l

Notes).

Page 1 of 8 pages http://www.sec. gov / Archives / edgar / data /75594/0000950123-95 001490.txt 9/15/99

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<PAGE>

2 CUSIP No. 695114650 13G Page 1 of 4 Pages 1

NAME OF REPORTING PERSON S.S. OR I.R.S.

IDENTIFICATION NO. OF ABOVE PERSON CCMI 3539843 CTC 1576922 Chancellor Capital Management, Inc. ("CCMI") and Chancellor Trust Company, as Investment Advisers for various fiduciary accounts 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) /XX/

(b) / /

1 3

SEC USE ONLY i

4 CITIZENSHIP OR PLACE OF ORGANIZATION CCMI - Del.

CTC - NY 5

SOLE VOTING POWER 68,000 shares 6

SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7

SOLE DISPOSITIVE POWER

)

REPORTING PERSON WITH 68,000 shares 8

SHARED DISPOSITIVE POWER -.......---......--....-........--.... --......------......--...----...----...-.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,000 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.1%

12 TYPE OF REPORTING PERSON

CO, BK, IA

SEE INSTRUCTION BEFORE FILLING OUTI l

Page 2 of 8 pages

<PAGE>

3 CUSIP: 695114650 Page 2 of 4 I

http://www.sec. gov / Archives / edgar / data /75594/0000950123-95 001490.txt 9/ P.'O{

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SCHEDULE 13G

. Item 1.

Security and Issuer (a). PacifiCorp (the " Company")

(b) Address:

700 Northeast Multnomah Street Suite 1600 Portland, OR 97232

^i.

Item 2.

. Identity and Background (a)

This Schedule 13G is being filed by (i) Chancellor Capital Management, Inc., a Delaware corporation, whose principal business is the provision of institutional investment management services and (ii) Chancellor Trust Company, a New York State chartered trust company whose principal business is the provision of institutional investment management services.

(b) The address of the principal place of business of Chancellor Capital Management,-Inc. and Chancellor Trust Company is: 1166 Avenue of the

. Americas, New York, New York 10036.

(c)

Chancellor Capital Management, Inc. is a Delaware corporation.

Chancellor Trust Company is a New York State chartered trust company.

(d)

$7.48 Cumulative Serial Preferred Stock (e)

CUSIP Number:

695114650 Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),

check whether the person filing is a:

(b)

.X-Chancellor Trust Company is a Bank as defined in section 3 (a) (6) of the Act, ie) X Chancellor Capital Management, Inc. is an Investment Adviser registered under section-203 of the Investment Advisers Act of 1940.

<PAGE>

=4 CUSIP:

695114650 Page 3 of 4 Item 4.

Ownership (a)

For the year ended December 31, 1994, the aggregate number of shares'of the Company's common stock beneficially owned by Chancellor capital

. Management, Inc. and Chancellor Trust Company, as investment advisers for various fiduciary. accounts, is 68,000 shares.

(b)~ Percent of Class:

9.1% based upon 750,000 shares outstanding.

_ ( c) - Chancellor Capital. Management, Inc. and Chancellor Trust Company, as investment advisers for various fiduciary accounts, have sole power to vote or to direct the vote, and sole power to dispose of or to direct the disposition of, all of the shares reported in this Statement.

Item 5.

Ownership of Five Percent or Less Not applicable http://www.sec. gov / Archives / edgar / data /75594/0000950123-95-001490.txt

'9/15/99

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Item.6.

Ownership of More than Five Percent on Behalf of Another Person Chancellor Capital Management, Inc. and Chancellor Trust Company are investment advisers for various fiduciary accounts which are entitled to receipt of-dividends and to proceeds of the sale of the shares reported in this Statement.

The ownership interest of any such account does not relate to more than five percent of the Common Stock.

Item-7.

Identification and Classification of the Subsidiary which Acquired the Securities'Being Reported by the Parent Holding Company Not applicable.

-Item 8.

Identification and Classification of Members of a Group Not' applicable.

3

<PAGE>-

5, CUSIP 695114650 Page 4 of 4 Item 9.

Notice of Dissolution of Group Not applicable.

Item 10.. Certification

-By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the ef fect of changing or influencing the control of the issuer of such securities and were not' acquired in connection with or as a participant in any transaction having such purposes or effect.

After' reasonable 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.

Date-February 13, 1995

'Signaturesi Chancellor capital Management, Inc.

as Investment Adviser By:/s/ Andrew L. Dworkin ANDREW L. DWORKIN Vice President & Senior Counsel Chancellor Trust Company as Investment Adviser By:/s/ Andrew L. Dworkin http://www.sec. gov / Archives / edgar / data /75594/0000950123-95-001490.txt 9/15/99

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ANDREW L. DWORKIN Vice President & Senior Counsel l

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Proc-Type 2001,MIC-CLEAR I

Originator-Name: webmaster@www.sec. gov Originator-Key-Asymmetric:

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TWSM7vrzLADbmY0aionwg5sDW3P6oaMSD3tdezXMm7z1T+B+twIDAQAB MIC-Infor RSA-MDS,RSA, FUMz4yOy7vatPRoISE4KTyXKFBNPTEhCvZGJgGsOIg4XN0DP311241XkId/gVFm4 8TZrrrYyXmsrrb+/nrPvfA==

cSEC-DOCUMENT >0000950123-96-000485.txt : 19960213

<SEC-HEADER >0000950123-96-00i485.hdr.sgm1 : 19960213 ACCESSION NUMBER:

0000950123-96-000485 CONFORMED SUBMISSION TYPE:

SC 13G PUBLIC DOCUMENT COUNT:

1 FILED AS OF DATE:

19960212 SROS:

NONE SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G SEC ACT:

1934 Act SEC FILE NUMBER:

005-30230 FILM NUMBER:

96514818 BUSINESS ADDRESS:

STREET 1:

700 NE MULTNOMAH STE 1600 CITY:

PORTLAND STATE:

OR ZIP:

97232 BUSINESS PHONE:

5037312000 l

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:

CHANCELLOR CAPITAL MANAGEME CENTRAL INDEX KEY:

0000847239 STANDARD INDUSTRIAL CLASSIFICATION:

UNKNOWN SIC - 0000 [0000)

IRS NUMBER:

132744554 STATE OF INCORPORATION:

DE FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G BUSINESS ADDRESS:

STREET 1:

1166 AVENUE OF THE AMERICAS l

CITY:

NEW YORK l

STATE:

NY ZIP:

10036 l

l l

http://www.sec. gov / Archives / edgar / data /75594/0000950123-96-000485.txt 9/15/99

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,a BUSINESS PHONE:

2122789682 MAIL ADDRESS:

STREET 1:

1166 AVEtTUE OF THE AMERICAS j

' CITY:

NEW YORK I

STATE:

NY ZIP 10036

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G j

< SEQUENCE >l

< DESCRIPTION > SCHEDULE 13G

< TEXT >

<PAGE>

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549 SCHEDULE 13G UNDER THE SECURIT7.ES EXCHANGE ACT OF 1934 (AMELDMENT NO. )*

j Pacific Corp.

(Name of Issuer) 7.48% Cumulative Serial Preference Stock (Title of Class of Securities) 695114650' (CUSIP Number)

Check the following box if a fee is being paid with this statement

[X}. (A fee is not required only if the filing person (1) has a previous i

statement on file reporting beneficial ownership of more than five percent of i

the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of j

such class. ) (See Rule 13d-7).

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisiona af the Act (however, see the Notes).

<PAGE>

2 CUSIP No. 695114650 13G Page 2

of 5

1 NAME OF REPORTING PERSON S.S. OR I.R.S.

IDENTIFICATION NO. OF ABOVE PERSON CCMI 3539843 CTC 1576922 http://www.sec. gov / Archives / edgar / data /75594/0000950123-96-000485.txt 9/15/99

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Chancellor Capital Managernent, Inc. ("CCMI") and Chancellor Trust Company, as Investment Advisers for various fiduciary accounts 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a)

X (b) //

i I

l 3

SEC USE ONLY f

i i

4 CITIZENSHIP OR PLACE OF ORGANIZATION CCMI - Del.

CTC - NY NUMBER OF 5

SOLE VOTING POWER SHARES BENEFICIALLY i

OWNED BY l

EACH 71,500 shares

{

REPORTING I

PERSON WITH 1

6 SHARED VOTING POWER I 7

SOLE DISPOSITIVE POWER 71,500 shares 8

SHARED DISPOSITIVE POWER _ ____......___________....____..___ ___________________....___________....__...

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,500 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.533%

12 TYPE OF REPORTING PERSON

http://www.sec. gov / Archives / edgar / data /75594/0000950123-96-000485.txt 9/15/99

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<PAGE>

3' CUSIP: 695114650 Page 3 of 5

SEE INSTRUCTION BEFORE FILLING OUTI SCHEDULE 13G Item 1.

Security and Issuer (a)

Pacific Corp. (the " Company")

(b)'

Address: 700 Northeast Multnomah Street Portland, Oregon 97232 Item 2.

Identity and Background (a) This Schedule '13G is being filed by '(i) Chancellor Capital Management, Inc., a Delaware corporation, whose principal business is the

' provision of institutional investment management services and (ii) Chancellor Trust Company, a New York State chartered trust company whose principal business

'is the provision of institutional investment management services.

(b) The address of the principal place of business of Chancellor Capital Management, Inc. and Chancellor Trust Company is: 1166 Avenue of the Americas, New York, New York 10036.

-(c) Chancellor Capital Management, Inc. is a Delaware

. corporation. Chancellor Trust Company is a New York State chartered trust company.

(d) Common Stock (e) CUSIP Number: 695114650 Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether'the person filing is a:

'fb).

X Chancellor Trust Company is a Bank as defined in section 3(a)

~(6) of the Act.

(e)

X Chancellor Capital Management, Inc. is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940.

<PAGE>

4 CUSIP: '695114650' Page 4 of 5

-Item 4.

Ownership

-(a) For the year ended December 31, 1995, the aggregate number of shares of the company's common stock beneficially owned by Chancellor Capital Management, Inc. and Chancellor Trust Company, as investment advisers for various fiduciary accounts,- is 71,500 shares.

(b) Percent of Class: 9.533% based upon 750,000 shares outstanding.

http://www.sec. gov / Archives / edgar / data /75594/0000950123-96-000485.txt 9/15/99

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I (c) Chancellor Capital Management, Inc. and Chancellor Trust company,'as investment advisers for various fiduciary accounts, have sole power to vote or to direct the vote, and sole power to dispose of or to direct the disposition of, all of the shares reported in this Statement.

Item 5.

Ownership of Five Percent or Less Not applicable 1

Item 6.

Ownership of More than Five Percent-on Behalf of Another Person l

Chancellor Capital Management, Inc. and Chancellor Trust l

. Company are investment advisers for various fiduciary client accounts which are entitled to receipt of dividends and to proceeds of the sale of the shares reported in this Statement. The ownership interest of any such client accounts does not relate to more.than five percent of the Common Stock.

Item 7.

Identification and Classification of the Subsidiary which Acquired the Securities Being Reported by the Parent Holding l

Company Not applicable.

<PAGE>

5 CUSIP 695114650 Page 5 of 5 Item 8.

Identification and Classification of Members of a Group Not applicable.

Item 9.

Notice of Dissolution of Group Not applicable.

Item 10.

Certificaticn By signing below I certify that-to the best of my knowledge and belief, the securities. referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the i

effect of changing or influencing the control of the issuer of such securities i

and were not acquired in connection with or as a participant in any transaction

~

having such purposes or effect.

Af ter reasonable 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.

Dates

~ February 1, 1996 Signatures Chancellor Capital Management, Inc.

I as Investment Adviser j

By:

/s/ Jeffrey Trongone JEFFREY TRONGONE Chief Financial Officer Chancellor Trust Company as Investment Adviser By:

/s/ Jeffrey Trongone i

http://www.sec. gov /Archivas/ edgar / data /75594/0000950123-96 000485.txt 9/15/99

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(

k JEFFREY TRONGONE l

Chief Financial Officer l

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</ TEXT >

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</ DOCUMENT >

</SEC-DOCUMENT >

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1 http://www.sec. gov / Archives / edgar / data /75594/0000950123-96-000485.txt 9/15/99

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~----BEGIN PRIVACY-ENHANCED MESSAGE-----

Proc-Types 2001,MIC-CLEAR

. Originator-Name r-webmatte r@www.sec. gov Originator-Key-Asymmetzic MFgwCgYEVOgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYOaionwg5sDW3P6oaMSD3tdezXMm7z1T+B+twIDAQAB i

MIC-Info: RSA-MDS,RSA, i

.Txv3f19HSPXCTE81Z1cYOyy8H6Vrk+XM27TkotW307G/UWAkXmdza2GfPZfP+LWk 45/pxNFzi9PSHdGEJOMzxO==

<SEC-DOCUMENT >0000009749-96-000072.txt 19960216

<SEC-HEADER >0000009749-96-000072.hdr.sgml : 19960216 ACCESSION NUMBER:

0000009749-96-000072

' CONFORMED SUBMISSION TYPE:

SC 13G PUBLIC DOCUMENT COUNT:

1 FILED AS OF DATE:

19960214 SROS:

AMEX SROS:

NYSE SUBJECT' COMPANY:

l

-COMPANY DATA:

-COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C j

IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING-VALUES:

FORM TYPE:

SC 13G

~SEC ACT:

1934 Act SEC FILE NUMBER:

005-30230 FILM NUMBER:

96519601 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 I

FORMER COMPANY:

FORMER CONFORMED NAME:

PC/UP&L MERGING CORP DATE OF NAME CHANGE:

19890628 FILED BY:

COMPANY DATA:

COMPANY CONFORMED NAME:

BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY:

0000009749 STANDARD INDUSTRIAL CLASSIFICATION:

STATE COMMERCIAL BANKS (602 IRS NUMBER:

136180473 i

STATE OF INCORPORATION:

NY l

FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G BUSINESS ADDRESS:

(

STREET 1:

280 PARK AVE CITY:

NEW YORK STATE:

NY

. htt p://www.sec. gov /Archi ves/ edgar / data /75594/0000009749-96-000072.txt 9/15/99

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ZIP:

10017 1

BUSINESS PHONE:

2122502500 MAIL ADDRESS:

STREET 1:

280 PARK AVENUE CITY:

NEW YORK STATE:

NY ZIP:

10017 FORMER COMPANY:

FORMER CONFORMED NAME:

BT NEW YORK CORP DATE OF NAME CHANGE:

19671107

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G

< SEQUENCE >1

< TEXT >

BANKERS TRUST COMPANY One Bankers Trust Plaza New York, New York 10006

)

Damian P.

Reitemeyer Mailing Address Vice President P.O.

Box 318 Telephone:

212-250-4599 Church Street Station New York, NY 10008 February 14, 1996 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W.

Washington, DC 20549 Attn:

Filing Desk Dear Sirs Re:

Filing of Schedule 13G on Pacificorp Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy of the Schedule 13G with respect to the common stock of the above referenced corporation.

Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation.

Sincerely, Damian P. Reitemeyer http://www.sec. gov / Archives / edgar / data /75594/0000009749-96-000072.txt 9/15/99

t

-Enclosures SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

20549 SCHEDULE.13G Under the Securities Exchange Act of 1934 (Amendment No.

)*

Pacificorp NAME OF ISSUER:

Common Stock, $3.25 par value

~~

TITLE OF CLASS OF SECURITIES 69511410

__ CUSIP NUMBER Check the following box'if a fee is being paid with this statement [x}.

(A fee is not required only if the filing

]

person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the i

class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)

The remainder of this cover page shall be filled out for I

a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of l

the Act (however, see the Notes).

(Continued on following page(s))

CUSIP No.

69511410 Page 1 of 7 Pages j

1.NAME OF REPORTING PERSON i

S.S. OR I.R.S.

IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation and its wholly owned j

subsidiary, Bankers Trust Company (as Trustee for various trusts and employee benefit plans, and investment advisor). 13-6180473,

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(A)

[]

(B)

{X) 3.SEC'USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION http://www.sec. gov / Archives / edgar / data /75594/0000009749-96-000072.txt 9/15/99

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Bankers Trust New York Corporation and Bankers Trust Company are New York corporations.

NUMBER OF 5.

SOLE VOTING POWER SHARES Bankers Trust New York Corporation 50,000 shares Bankers Trust Company 2,606,239 shares l

TOTAL SHARES 2,656,239 shares l

BENEFICIALLY

6. SHARED VOTING POWER l

OWNED BY l

Bankers Trust New York Corporation 0 shares Bankers Trust Company 1500 shares TOTAL SHARES 1500 CUSIP No.

69511410 Page 2 of 7 Pages EACH 7.

SOLE DISPOSITIVE POWER REPORTING Bankers Trust New York Corporation 50,000 shares Bankers Trust Company 4,736,760 shares TOTAL SHARES 4,786,760 PERSON 8.

SHARED DISPOSITIVE POWER WITH Bankers Trust New York Corporation 0 shares Bankers Trust Company 4,952 shares TOTAL SHARES 4,952

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Bankers Trust New York Corporation 50,000 shares Bankers Trust Company 4,741,712 shares TOTAL SHARES 4,791,712

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SIWlES (X)

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Bankers Trust New York Corporation 0%

Bankers Trust Company 1.7%

TOTAL 1.7%

12. TYPE OF REPORTING PERSON

Bankers Trust New York Corporation - HC Bankers Trust Company - BK CUSIP No.

69511410 Page 3 of 7 Pages DISCLAIMER OF BENEFICIAL OWNERSHIP THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE BANK) ARE, FOR THE PURPOSE OF SECTION 13 (g) OF THE http://www.sec. gov / Archives / edgar / data /75594/0000009749-96-000072.txt 9/15/99

)

i SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH IN ITEM 4' (a) (ii) HEREOF.

Item 1(a)

NAME OF ISSUER:

Pacificorp Item 1(b)

ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:

700 N.E. Multnomah Street Portland, OR 97232-4116 Item 2(a)

NAME OF PERSON FILING:

Bankers-Trust New York Corporation, and its whollyowned subsidiary, Bankers Trust Company (as Trustee for various trusts and employee benefit plans, and investment advisor).

Item 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

1 280 Park Avenue New York, New York 10017.

j

.1 Item 2(c)

CITIZENSHIP:

Bankers Trust New York Corporation and Bankers Trust Company (as Trustee for various trusts and employee benefit planr., and investment advisor)are incorporated in the State of New York 1

with its principal business office located in New York.

CUSIP No. 69511410 Page 4 of 7 Pages Item 2(d)

TITLE OF CLASS OF SECURITIES:

Common stock ($3.25 par value) of Pacificorp.

Item 2 (e)

CUSIP NUMBER:

69511410 Item 3 THE PERSON FILING IS A:

For Bankers Trust New York Corporation, (g)

[X] Parent Holding Company, in accordance with Section 240.13d-1(b) (ii) (G)

For Bankers Trust Company (b)

[X) Bank as defined in section 3 (a) (6) of the Act.

Item 4 OWNERSHIP:

(a)

Amount Beneficially owned:

As of December 31, 1995:

(i) Bankers Trust New York Corporation 50,000 shares Bankers Trust Company 4,741,712 shares TOTAL SHARES 4,791,712 http://www.sec. gov / Archives / edgar / data /75594/0000009749-96-000072.txt 9/15/99

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(

(ii)

Bankers Trust Company was also the record owner of 9,504,254 shares as Trustee of the Pacificorp i

K Plus Employee Savings & Stock Ownership Plan (the Plan) with respect to which the bank disclaims beneficial ownership.

The Plan states that each Plan participant shall

(

have the right to direct the manner in which l

shares of common stock shall be voted at all stockholders meetings. The Department of Labor has expressed the view that, under certain circumstances, ERISA may require the Trustee to CUSIP No.69511410 Page 5 of 7 Pages j

vote shares which are not allocated to participants accounts and unvoted shares. Since, in the view of the Bank and Bankers Trust New York Corporation, such voting power is merely a l

residual power based upon the occurrence of an I

unlikely contingency and is not a sole or shared power to vote the securities, the Bankers Trust New York Corporation hereby disclaim beneficial ownership of such securities.

(b)

PERCENT OF CLASS:

Bankers Trust New York Corporation 0%

Bankers Trust Company 1.7%

TOTAL 1.7%

The common stock as to which Bankers Trust l

Corporation disclaims beneficial ownership constitutes 3.3% of the Issuers outstanding Common Stock.

(c) Number of shares as to which the Bank has:

(i) sole power to vote or to direct the vote -

Bankers Trust New York Corporation 50,000 shares Bankers Trust Company 2,606,239 shares TOTAL SHARES 2,656,239 shares (ii) shared power to vote or to direct the vote -

Bankers Trust New York Corporation 0 shares Bankers Trust Company 1,500 shares TOTAL SHARES 1,500 (iii) sole power to dispose or to direct the disposition of -

Bankers Trust New York Corporation 50,000 shares Bankers Trust Company 4,736,760 shares TOTAL SHARES 4,786,760 CUSIP No.69511410 Page 6 of 7 Pages (iv) shared power to dispose or to direct the disposition of -

l l

. Bankers Trust New York Corporation 0 shares Bankers Trust Company 4,952 shares http://www.sec. gov / Archives / edgar / data /75594/0000009749-96-000072.txt 9/15/99

r TOTAL SHARES 4,952 1

Item 5-OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

j

[]

Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

The' Issuers Plan, and various trusts, and employee benefit plan for which the Bank serves as Trustee, and accounts for which the Bank serves as investment advisor, have the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale

.of, such securities.

Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

See Item 3 above.

. Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

Item 9 NOTICE OF DISSOLUTION OF GROUP:

Not Applicable CUSIP No. 69511410 Page 7 of 7 Pages Item 10 CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were 1

not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.

SIGNATURE:

After reasonable 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.

Date:

as of December 31, 1995 Bankers Trust New York Corp.

/s/ James T. Byrne, Jr.

James T. Byrne, Jr.

Secretary Bankers Trust Company, as investment advisor.

/s/ James T. Byrne, Jr.

James T.

Byrne, Jr.

Secretary EXHIBIT TO ITEM 7 The chain of ownership from Bankers Trust New York

. http://www.sec. gov / Archives / edgar / data /75594/0000009749-96-000072.txt 9/15/99

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Corporation to Bankers Trust Company is shown l

below Bankers Trust New York Corporation l

100%

l Bankers Trust Company J

</ TEXT >

</ DOCUMENT >

</SEC-DOCUMEtTr>

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l http:/Avww.sec. gov / Archives / edgar / data /75594/0000009749-96-000072.txt 9/15/99

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BEGIN PRIVACY-ENHANCED MESSAGE-----

Proc-Type: 2001,MIC-CLEAR j

' Originator-Namer webmaster@www.sec. gov Originator-Key-Asymmetric:

i

MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen l

TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Infos RSA-MDS,RSA, Re Ln / wSJ4 S zMDloJ 3 cLt 1 FO 8 UWCQwz EaiOwTNne C3 Z 8 e + 21g 0 aV+ j Y3 r+ EJl h f vy k7+Ao6EZKEOAWq24Cmz+40==

<SEC-DOCUMENT >0000912057-97-003632.txt : 19970211

<SEC-HEADER >0000912057-97-003632.hdr.sgml : 19970211 ACCESSION NUMBER:

0000912057-97-003632 i

CONFORMED SUBMISSION TYPE:-

SC'13G PUBLIC DOCUMENT COUNT:-

2 FILED AS OF DATE:

19970207 I

SROS:

NONE SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G SEC ACT:

1934 Act SEC FILE NUMBER:

005-30230 FILM NUMBER:

97520502 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:

CHANCELLOR IGT ASSET MANAGE CENTRAL INDEX KEY:

0000911262 STANDARD INDUSTRIAL CLASSIFICATION:

UNKNOWN SIC - 0000 [0000]

IRS NUMBER:

942259541 STATE OF INCORPORATION:

CA FISCAL YEAR END:

1231 FILING VALUES:

SC 13G FORM TYPE:

BUSINESS ADDRESS:

STREET 1:

50 CALIFORNIA ST STREET 2:

27TH FLOOR CITY:

SAN FRANCISCO STATE:

CA

http://www.sec. gov / Archives / edgar / data /75594/0000912057-97-003632.txt 9/15/99

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ZIP:

94111 BUSINESS PHONE:

4154553313 MAIL ADDRESS:

STREET 1:

LEGAL DEPARTMENT STREET 2:

50 CALIFORNIA ST.,

24TH FL CITY:

SAN FRANCISCO STATE:

CA ZIP:

94111 FORMER COMPANY:

FORMER CONFORMED NAME: G T CAPITAL MANAGEMENT INC DATE OF NAME CHANGE:

19940210

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G

< SEQUENCE >l

< DESCRIPTION >SC 13G

< TEXT >

<PAGE>

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

)*

Pacificorp 7.48%

(Name of Issuer)

Preferred (Title of Class of Securities) 695114652 (CUSIP Number)

Check the following box if a fee is being paid with this statement (X].

(A fee is not required only if the filing person:(1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. ) (See Rule 13d-7).

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

<PAGE>

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i CUSIP No. 695114652 13G Page 2 of 5

1 1

1 NAME OF REPORTING PERSONS.

S.S. OR I.R.S.

IDENTIFICATION NO. OF ABOVE PERSON Chancellor LGT Asset Management, Inc. (94-2259541) and Chancellor LGT Trust Company (52-1576922), as Investment Advisers for various fiduciary accounts and LGT Asset Management, Inc. (94-303766) as the holding company for Chancellor LGT Asset Management, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a)

/X/

(b)

//

3 SEC USE ONLY 1

j 4

CITIZENSHIP OR PLACE OF ORGANIZATION Chancellor LGT Asset Management, Inc. - California i

Chancellor LGT Trust Company - New York j

LGT Ascet Management, Inc. - California NUMBER OF 5

SOLE VOTING POWER SHARES l

BENEFICIALLY

- 71,500 - shares OWNED BY EACH 6

SHARED VOTING POWER REPORTING PERSON WITH ___...____..__...............................

7 SOLE DISPOSITIVE POWER

- 71,500 - shares 8

SHARED DISPOSITIVE POWER _........___........______.........__............._______......__.............

3 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 71,500 - shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.53%

12 TYPE OF REPORTING PERSON

HC, BK, IA

<PAGE>

CUSIP: 695114652

SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G http://www.sec. gov / Archives / edgar / data /75594/0000912057-97-003632.txt 9/15/99

l ITEM 1.

SECURITY AND ISSUER (a)

Pacificorp 7.48% (the " Company")

(b) Address:

700 Northeast Multnomah Street Portland, OR 97232-4116 ITEM 2.

IDENTITY AND BACKGROUND

{

(a) This Schedule 13G is being filed by (i) Chancellor LGT Asset Management, Inc., a California Corporation, whose principal business is providing investment advisory services to registered investment companies and institutional investors, (ii) its wholly owned subsidiary, Chancellor LGT Trust Company, a New York State chartered trust company whose principal business is providing institutional investment management services and (iii) LGT Asset Management, Inc., the holding company for Chancellor LGT Asset Management, Inc.

I Chancellor LGT Asset Management, Inc. is a wholly owned subsidiary of LGT Asset Management, Inc.

LGT Asset Management, Inc. is an indirect wholly owned subsidiary of Liechtenstein Global Trust, AG.

Liechtenstein Global Trust, AG which has numerous worldwide affiliates is controlled by The Prince of

{

Liechtenstein Foundation, a parent organization for the various business j

enterprises of the Princely Family of Liechtenstein.

]

(b)

The address of the principal place of business of Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company is: 1166 Avenue of the J

Americas, New York, New York 10036.

The address of the principal place of the 1

holding company, LGT Asset Management, Inc. is 50 California Street, San j

Francisco, CA 94111 l

(c)

Chancellor LGT Asset Management, Inc. is a California Corporation.

Chancellor LGT Trust Company is a New York State chartered trust company. LGT Asset Management, Inc. is a California Corporation I

(d)

Preferred Stock j

(e)

CUSIP Number 695114652 ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

(h)

X Group, in accordance with Rule 13d-1(b) (1) (ii) (H).

<PAGE>

ITEM 4.

OWNERSHIP (a)

For the month ended December 31, 1996, the aggregate number of shares of the Company's Preferred stock beneficially owned by Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company, as inventment advisers for various fiduciary accounts and LGT Asset Management, Inc., as the holding company is 71,500 shares.

(b)

Percent of Class: 9.53% based upon 750,000 shares outstanding.

(c)

Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company, as investment advisers for various fiduciary accounts, have sole power to vote or to direct to vote, and sole power to dispose of or to direct the disposition of, all of the shares reported in this statement.

Chancellor LGT Asset Management, Inc. is a wholly owned subsidiary of LGT Asset Management, Inc.

LGT Asset Management, Inc. is an indirect wholly owned subsidiary of Liechtenstein Global Trust, AG.

Liechtenstein Global Trust, AG which has numeroun worldwide affiliates is controlled by The Prince of Liechtenstein Foundation, a parent organization for the various business enterprises of the Princely Family of Liechtenstein.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS ht tp://www.sec. gov / Archives / edgar / data /75594/0000912057-97-003632.txt 9/15/99

l l

e Not applicable I

(

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON 1

Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company are investment advisers for various fiduciary accounts which are entitled to receipt of dividends and to proceeds of the sale of the shares reported in this Statement. The ownership interest of any such account does not relate to more tnan five percent of the Common Stock.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITIES BEING REPORTED BY THE PARENT HOLDING COMPANY Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP See attached Exhibit I ITEM 9.

NOTICE OF DISSOLUTION OF GROUP Not applicable.

<PAGE>

l ITEM 10.

CERTIFICATION By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or ef fect.

After reasonable 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.

Date:

February 7, 1997 Signatures:

Chancellor LGT Asset Management, Inc.

as Investment Adviser By:

James R.

Tufts, III Chancellor LGT Trust Company as Investment Adviser By:

James R.

Tufts, III l

I 1

LGT Asset Management, Inc.

http://www.sec. gov / Archives / edgar / data /75594/0000912057 97-003632.txt 9/15/99

?.

[.

.f as Holding Company.

By:

James R. Tufts, III

.</ TEXT >'

</ DOCUMENT >

' DOCUMENT >

< TYPE >EX-99.1,

< SEQUENCE >2

< DESCRIPTION >EX99-1.

< TEXT >

<PAGE>

EXHIBIT I l

l ITEM 3 I

(b).

X Bank as defined in Section 3 (a) (b) of the Act Chancellor LGT Trust Company (c)

X

' Investment Adviser registered under Section 203 of the l

Investment Advisers Act'of 1940.

Chancellor LGT Asset Management, Inc.

</ TEXT >

</ DOCUMENT >-

l'

</SEC-DOCUMENT >

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iOriginator-Key-Asymmetric:

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<SEC-DOCUMENT 20000950123-98-001088.txt : 19980209

-<SEC-HEADER >0000950123-98-001088.hdr.sgml : 19980209

' ACCESSION NUMBER:

0000950123-98-001088 CONFORMED SUBMISSION TYPE:

SC 13G PUBLIC DOCUMENT COUNT:

2 FILED AS OF DATE:

'19980206 i

SROS:

NONE LGROUP MEMBERS:

-CHANCELLOR LGT ASSET MANAGEMENT INC i

l-

' GROUP MEMBERS:

CHANCELLOR LGT TRUST COMPANY l1 GROUP MEMBERS:-'

LGT ASSET MANAGEMENT SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

l CENTRAL INDEX KEY:

0000075594 1

l STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G SEC ACT:

l SEC FILE NUMBER:

005-30230 FILM NUMBER:

98524263 BUSINESS ADDRESS:

STREET 1:

700 NE MULTNOMAH STE 1600 CITY:

-PORTLAND i

STATE:

OR l

i ZIP:

97232 BUSINESS PHONE:

5037312000 FORMER COMPANY:

l

.FORMER CONFORMED NAME:

PACIFICORP /ME/

DATE OF NAME CHANGE:

19890628 i

FORMER COMPANY:

I FORMER. CONFORMED NAME:

PC/UP&L MERGING CORP DATE OF NAME CHANGE:

19890628 l

FILED BY:

l COMPANY-DATA:

COMPANY CONFORMED NAME:

CHANCELLOR LGT ASSET MANAGE

' CENTRAL INDEX KEY:

0000911262 STANDARD INDUSTRIAL CLASSIFICATION:

UNKNOWN SIC - 0000 [0000]

IRS NUMBER:

942259541 STATE OF INCORPORATION:

CA FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G BUSINESS ADDRESS:

STREET 1:

50 CALIFORNIA ST l

L http://www.seC. gov / Archives / edgar / data /75594/0000950123-98-001088.txt 9/15/99

E e

l l-l STREET 2:

27TH FLOOR l.

CITY:

SAN FRANCISCO STATE:

CA.

ZIP:

94111 BUSINESS PHONE:

4154553313 MAIL ADDRESS:

STREET 1:

LEGAL DEPARTMENT STREET 2:

50 CALIFORNIA ST.,

24TH FL CITY:

SAN FRANCISCO STATE:

CA

-ZIPS 94111 l

l FORMER COMPANY:

l --.

FORMER CONFORMED NAME: G T CAPITAL MANAGEMENT INC DATE OF NAME CHANGE:

19940210

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G j.

< SEQUENCE >l

< DESCRIPTION > SCHEDULE 13G

< TEXT >

<PAGE>

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION l

WASHINGTON, D.C.

20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (ANNUAL FILIPG)

PACIFICORP (Name of Issuer)

PREFERRED (Title of. Class of Securities) 69511465 (CUSIP Number)

Check the following box if a fee is being paid with this statement ().

(A fee is not required only if the filing person: (1) has a previous statement on

-file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent

.thereto reporting beneficial ownership of five percent or less of such class. ) (See Rule 13d-7).

The' remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided'in a prior cover page.

The information required in the remainder of this cover page shall not be eemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but.shall be subject'to all other provisions.of the Act (however, see

~the Notes)

<PAGE>-

2 CUSIP No. 69511465-13G Page 2

of 5

p-.

http://www.sec. gov / Archives / edgar / data /75594/0000950123-98-001088.txt 9/15/99

e e

1 NAME OF REPORTING PERSON S.S. OR I.R.S.

IDENTIFICATION NO. OF ABUrE PERSON Chancellor LGT Asset Management, Inc. (94-1259541) and Chancellor LGT Trust Company (52-1576922), as Investment Adrisers for various fiduciary accounts and LGT Asset Management, Inc. (94-303766) as the holding company for Chancellor LGT Asset Mana.gement, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

(a) (X)

(b) [ ]O 3

SEC USE ONLY 4

CITIZENSHIP OR PLACE OF ORGANIZATION Chancellor LGT Asset Management, Inc. - California Chancellor LGT Trust Company - New York LGT Asset Management, Inc. - California NUMBER OF 5

SOLE VOTING POWER SHARES 71,500 shares BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6

SHARED VOTING POWER ________.....__...............__ _______.____________________

7 SOLE DISPOSITIVE POWER 71,500 shares 8

SHARED DISPOSITIVE POWER _ -___....................................___...._ _.___.__.........____.__.__._.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,500 shares 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.53 %

12 TYPE OF RE!ORTING PERSON

HC, BK, IA l

l

<PAGE>

3 CUSIP No. 69511465 Page 3

of 5

i 1

SEE INSTRUCTIONS BEFORE FILLING OUT!

I i

i SCHEDULE 13G i

http://www.sec. gov / Archives / edgar / data /75594/0000950123-98-001088.txt 9/15/99 i

e l

Item 1.

Security and Issuer l

(a) PACIFICORP (the " Company")

(B)

Address: 700 NORTHEAST MULTNOMAH ST.

PORTLAND, OR 97232

(

Item 2.

Identity and Background 1

(a) This Schedule 13G is being filed by (i) Chancellor LGT Asset Management, Inc., a California Corporation, whose principal business is providing investment advisory services to registered investment companies and institutional investors, (ii) its wholly owned subsidiary, Chancellor LGT Trust Company, a New York State chartered trust company whose principal business is providing institutional investment management services and (iii) LGT Asset Management, Inc., the holding company for Chancellor LGT Asset Management, Inc.

Chancellor LGT Asset Management, Inc. is a wholly owned subsidiary of LGT Asset Management, Inc. LGT Asset Management, Inc. is an indirect wholly owned subsidiary of Liechtenstein Global Trust, AG. Liechtenstein Global Trust, AG which has numerous worldwide affiliates is controlled by The Prince of Liechtenstein Foundation, a parent organization for the various business enterprises of the Princely Family of Liechtenstein.

(b) The address of the principal place of business of Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company is: 1166 Avenue of the Americas, New York, New York 10036. The address of the principal place of the holding company, LGT Asset Management, Inc. is 50 california Street, San Francisco, CA 94111.

(c) Chancellor LGT Asset Management, Inc. is a California Corporation.

Chancellor LGT Trust Company is a New York State chartered trust company LGT Asset Management, Inc. is a California Corporation.

(d) Preferred Stock.

(e) CUSIP Number: 69511465 l

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a:

(h)

X Group, in accordance with Rule 13d-1(b) (1) (ii) (H).

<PAGE>

4 CUSIP No. 69511465 Page 4

of 5

Item 4.

Ownership (a) For the month ended DECEMBER 31, 1997, the aggregate number of shares of the Company's preferred stock beneficially owned by Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company, as investment advisers for various fiduciary accounts and LGT Asset Management, Inc., as the holding company is 71,500 shares.

(b) Percent of Class: 9.53 based upon 750,000 shares outstanding.

(c) Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company, as investment advisers for various fiduciary accounts, have sole power to vote or to direct to vote, and sole power to dispose of or to direct the disposition of, all of the shares reported in this statement. Chancellor LGT Asset Management, Inc. is a wholly owned subsidiary of LGT Asset Management, Inc. LGT Asset Management, Inc. is an indirect wholly owned subsidiary of Liechtenstein Global Trust, AG. Liechtenstein Global Trust, AG which has numerous worldwide affiliates iu controlled by The Prince of Liechtenstein Foundation, a parent organization for the various business enterprises of the Princely Family of Liechtenstein.

http://www.sec. gov / Archives / edgar / data /75594/0000950123-98-001088.txt 9/15/99

e Item 5.

OwnershipLof Five Percent or Less Not applicable.

1 Item 6.

Ownership of More than Five Percent on Behalf of Another Person Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company I

.are investment advisers for various fiduciary. accounts which are entitled to receipt.of dividends and to proceeds of the sale of the shares reported in this Statement. The ownership interest of any such account does not relate to more than five percent of the Preferred Stock.

Item 7.

Identification and Classification of the subsidiary which Acquired the LSecurities Being. Reported by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of a Group See attached Exhibit I.

Item 9.

' Notice of Dissolution of Group l

Not applicable.

' <PAGE>

5 CUSIP No. 69511465 Page 5

of 5

Item 10.

Certification

. By signing below I certify that to the best of my knowledge and belief,

. the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of.and do not have the effect of

. changing or-influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

After reasonable 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.

i I

l Date:

February 6, 1998 l

l Signatures:

Chancellor LGT Asset Management, Inc.

as Investment Adviser l

By: /s/ Roberta Moore l

I Roberta Moore I

Chancellor LGT Trust Company as Investment Adviser l

By: /s/.Roberta Moore i

Roberta Moore

(

LGT Asset Management, Inc.

as Holding Company

. http://www.sec. gov / Archives / edgar / data /75594/0000950123 98 001088.txt 9/15/99

W e

s,

+

l By: /s/ Roberta Moore Roberta Moore l

</ TEXT >

l

</ DOCUMENT >

< DOCUMENT >

l

< TYPE >EX-99.I

< SEQUENCE >2

< DESCRIPTION > IDENTIFICATION AND CLASSIFICATION OF MEMBERS

< TEXT >

<PAGE>

1 EXHIBIT I Item 3 (b)

X Bank as defined in Section 3 (a) (b) of the Act Chancellor LGT Trust Company (c)

X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.

Chancellor LGT Asset Management, Inc.

</ TEXT >

</ DOCUMENT >

</SEC-DOCUMENT >

END PRIVACY-ENHANCED MESSAGE-----

i http://www.sec. gov / Archives / edgar / data /75594/0000950123-98-001088.txt 9/15/99

e g.

DEGIN PRIVACY-ENHANCED MESSAGE-----

Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec. gov Originator-Key-Asymmetric:

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<SEC-DOCUMENT >0000806085-98-000022.txt 19980210

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930246090 STATE OF INCORPORATION:

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IRS NUMPER:

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3 WORLD FINANCIAL CNTR l

CITY:

NEW YORK STATE:

NY http://www.sec.gowArchives/ edgar / data /75594/0000806085-98-000022.txt 9/15/99

W ZIP:

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2125267000 MAIL ADDRESS:

STREET 1:

AMERICAN EXPRESS TOWER 15TH FL STREET 2:

2 WORLD TRADE CENTER CITY:

NEW YORK STATE:

NY l

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l FORMER COMPANY:

l FORMER CONFORMED NAME:

SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE:

19901017

</SEC-HEADER >

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< DESCRIPTION >PACIFICORP

< TEXT >

<PAGE>

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549 Schedule 13G Under the Securities Exchange Act of 1934 l

Pacificorp (Name of Issuer)

$7.48 Preferred Stock (Title of Class of Securities) 695114652000 (CUSIP Number)

Check the following box if a fee is being paid with this statement.

(

)

The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

<PAGE>

CUSIP No.

695114652000 I

1)

Names of Reporting Person

]

Lehman Brothers Holdings Inc.

i S.S.

or I.R.S.

Identification No. of Above Person 13-3216325 f

2)

Check the Appropriate box if a Member of a Group (a)

( X) Sole (b)

(

) Joint Filing i

3)

SEC Use Only l

4)

Citizenship or Place of Organization http://www.sec. gov / Archives / edgar / data /75594/0000806085-98-000022.txt 9/15/99

Delaware Number of Shares Beneficially Owned by Each Reporting Person With:

5)

Sole Voting Power-40,000 j

-6)

Shared Voting Power )

I

7). '40,000 l

Sole Dispositive Power.

8)' Shared Dispositive. Power 9)- ~ Aggregate Amount Beneficially Owned by Each Reporting Person 40,000

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares

(---)

<PAGE>

i

11) Percent of Class Represented by Amount in Row 9 l

5.3%

12) Type of Reporting Person HC/CO

<PAGE>'

J Item 1(a). Name of Issuer: Pacificorp

-Item 1(b).

Address of Issuer's Principal Executive Offices:

700 NE Multnomah Ste 1600 Portland, OR 97232 Item 2 (a). Name of Person Filing:

Lehman Brothers Holdings Inc.

Item 2(b).

Address of Principal Business Office:

'3 World Financial Center New York, NY 10285 Item 2(c).

Citizenship or Place of Organization:

See Item 4 of cover pages Item 2(d).

Title of Class of Securities:

$7.48 Preferred Stock Item 2 (e). CUSIP Number:

695114652000 Item 3.

Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):

The person filing this statement is Lehman Brothers Holdings Inc., a parent holding company in accordance with Section 240.13d1(b) (ii) (G).

Item 4.

Ownership

.(a)

Amount Beneficially Owned as of December 31, 1997 See Item 9 of cover pages http://www.sec. gov / Archives / edgar / data /75594/0000806085-98-000022.txt 9/15/99

e-(b). ' Percent of Class: See Item 11 of cover pages

.(c)

Number of shares as to.which such person has (i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to' direct the disposition (iv) shared power to dispose or to direct the disposition See Items 5-8 of ccver pages I

.<PAGE>.

Item 5.

Ownership of Five Percent or Less of a Class Not Applicable.

. Item 6.

. Ownership of More than Five Percent on Behalf of

=

Another Person Not Applicable.

Item 7.

Identification and classification of the Subsidiary which Acquired the Security being reported on by the

. Parent Holding Company The relevant subsidiary is Lehman Brothers Inc.,

'a Broker / Dealer registered under Section 15 of the Securities Exchange Act of 1934.

Item 8.

Identification and Classification of Members of the Group Not Applicable.

Item 9.

Notice of Dissolution of Group Not Applicable.

Item 10.

Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or' inf3urpcing the control of the issuer of such securities and were not equired att connection with or as a participant in any transaction having such g

purposes or effect.

<PAGE>

^

After reasonable inquiry and to the best of the undersigned's knowledge and

belief, the undersigned hereby certifies.that the information set forth in this statement is true, complete and correct.

Dated: December 31, 1997 LEHMAN BROTHERS HOLDINGS INC.

By: -/s/ Jennifer Marre Name: Jennifer Marre Title Vice President and Secretary

</ TEXT >-

'l

</ DOCUMENT >

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Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec. gov Originator-Key-Asymmetric:

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<SEC-DOCUMENT >0000902219-99-000172.txt : 19990210

<SEC-HEADER >0000902219-99-000172.hdr.sgml : 19990210 ACCESSION NUMBER:

0000902219-99-000172

. CONFORMED SUBMISSION TYPE:

SC 13G PUBI.IC DOCUMENT COUNT: '

1 FILED AS OF DATE:

19990209 SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G

'SEC ACT:

SEC FILE NUMBER:

005-30230 FILM NUMBER:

99524792 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:

WELLINGTON MANAGEMENT CO LL CENTRAL INDEX KEY:

0000902219 STANDARD INDUSTRIAL CLASSIFICATION:

UNKNOWN SIC - 0000 [0000]

IRS NUMBER:

042683227 STATE OF INCORPORATION:

MA FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G BUSINESS 4 ADDRESS:

STREET 1:

75 STATE STREET CITY:

BOSTON STATE:

MA ZIP:

02109 BUSINESS PHONE:

6179515000 http://www~.sec. gov / Archives / edgar / data /75594/0000902219-99-000172.txt 9/15/99

w 1

l.

MAIL ADDRESS:

STREET 1:

75 STATE STREET l

CITY:

BOSTON STATE:

MA ZIP:

02109 FORMER COMPANY:

FORMER CONFORMED NAME: WELLINGTON MANAGEMENT CO DATE OF NAME CHANGE:

19930426

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G l

< SEQUENCE >l

< DESCRIPTION >13G FILING

< TEXT >

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549 SCHEDULE 13G 1

(Rule'13d-102)

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 J

UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 0)1 j

PACIFICORP (Name of Issuer) l l

7.48%' SERIAL PREFERRED STOCK (Title of Class of Securities)'

'695114652 (Cusip Number) 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of_1934 ("Act") or otherwise subject to the

' liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)

(Continued on the following page(s))

Page 1 of 6 Pages CUSIP No. 695114652 73G Page 2 of 6 Pages i

1.

Name of reporting persons S.S. or I.R.S.

identification no. of above persons http'://www.sec. gov / Archives / edgar / data /75594/0000902219-99-000172.txt 9/15/99

e

\\

Wellington Management Company, LLP 04-2683227 2.

Check the appropriate box if a member of a group *

(a)(

]

(b){

]

3.

SEC use only 4.

Citizenship or place of organization Massachusetts 5.

Sole Voting Power 0

Number of shares 6.

Shared Voting Power beneficially owned by 0

each reporting 7.

Sole Dispositive Pc person with 0

8.

Shared Dispositive Power 75,000 9.

Aggregate amount beneficially owned by each reporting person 75,000 10.

Check box if the aggregate amount in row (9) excludes certain shares

11.

Percent of class represented by amount in row 9 10.00%

12.

Type of reporting person IA CUSIP No. 695114652 13G Page 3 of 6 Pages Item 1(a).

Name of Issuer:

PACIFICORP Item 1(b).

Address of Issuer's Principal Executive Offices:

700 NE Multnomah, Suite 1600 j

Portland OR 97232 i

I Item 2(a).

Name of Person Filing:

i Wellington Management Company, LLP ("WMC")

Item 2(b).

Address of Principal Business Office or, if None, Residence:

75 State Street Boston, Massachusetts 02109 Item 2 (c).

Citizenship:

Massachusetts i

l Item 2(d).

Title of Class of Securities:

http://www.see. gov / Archives / edgar / data /75594/0000902219-99-000172.txt 9/15/99 i

e 7.48% SERIAL PREFERRED STOCK Item 2(e).

CUSIP Number:

695114652 Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)-[

]

Broker or Dealer registered under Section 15 of the l(b) (

)-

Bank as defined in Section 3 (a) (6) of the Act, (c) (

)

Insurance Company as defined in Section 3 (a) (19) of

Act, (d) [

]

Investment Company registered under section 8 of th Investment Company Act, (e) [ X ).

Investment Adviser registered under Section 203 of Investment Advisers Act of 1940, CUSIP No. 695114652 13G Page 4 of 6 Pages

'(f) - (

)

Employee Benefit Plan, Pension Fund which is subjec the provisions of the Employee Retirement Income Se l

Act of 1974 or Endowment Fund; see 13d-1(b) (1) (ii)(:

(g) (

)

Parent Holding Company, in accordance with Rule 13d 1(b) (1) (ii) (G) ; see Item 7, j

(h) [

]

Group, in accordance with-Rule 13d-1(b) (1) (ii) (H).

Item 4. Ownership:

(a)

Amount beneficially owned: WMC, in its capacity as investment adviser, may be deemed to beneficially own 75,000 shares of the Issuer which are held of record by clients of WMC.

(b).

Percent of Class: 10.00%

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote 0

(ii) Shared power to vote or to direct the vote o

(iii) Sole power to dispoce or to direct the disposition of 0

(iv) Shared power to dispose or to direct

.the disposition of 75,000 CUSIP No. 695114652 13G Page 5 of 6 Pages Item 5. Ownerchip of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [].

Item 6. Ownership of More than_Five Percent on Behalf of Another Person.

The securities as to which this Schedule is filed by WMC, in its capacity as investment adviser, are owned of record by http://www.sec. gov / Archives / edgar / data /75594/0000902219-99-000172.txt 9/15/99

e e

clients of WMC.

Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right-or power with respect to more than

.five percent of this class of securities, except as follows:

Vanguard Preferred Stock Fund o

Item 7.

Identification and Classification of the subsidiary which Acquired the Security Being Reported on by the Parent Holdi company.

Not Applicable.

This schedule-is not being filed pursuant to rule 13d-1(b) (1) (ii) (G) or rule 13d-1(c).

Identification'andClassificationofMembersoftheGroup.

Item 8.

Not Applicable. This schedule is not being filed pursuant to Rule 13d-1(b) (1) (ii) (H) or Rule 13d-1(c).

j

. Item 9. Notice of Dissolution of Group.

Not Applicable.

1

-Item 10.

Certification.

i i

l "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in

)

the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or ef fect. "

l CUSIP No. 695114652 13G Page 6 of 6 Pages l

l-SIGNATURE After reasonable. 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.

[

Date:

December 31, 1998 l

Signature:

--// Brian P. Hillery//--

l Name/

Title:

Brian P.

Hillery Assistant Vice President l

l l!'

i

~ Signed pursuant to a Power of Attorney dated January 15, 1997 and

~

filed with the SEC on January 24, 1997.

</ TEXT >

></ DOCUMENT >

</SEC-DOCUMENT >.

'http://www.sec. gov / Archives / edgar / data /75594/0000902219-99-000172.txt 9/15/99-u.

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END PRIVACY-ENHANCED MESSAGE-----

i i

i l

i i

http://www.sec. gov / Archives / edgar / data /75594/0000902219 99 000172.txt 9/15/99

3%vm, 1,%

BEGIN PRIVACY-ENHANCED MESSAGE-----

Proc-Type: 2001,MIC-CLEAR Originator-Name:.keymaster@ town. hall.org Originator-Key-Asymmetric:

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MIC-Info: RSA-MD5,RSA, Un2OggUlOUaj 5 rkTj tj GOMcwYmHitVic4 ben 8B6cA6xdWb0FW0oT9yNo0 f 0GFp2o P7ZC/PucPLEPsTkriIErdw==

<IMS-DOCUMENT >0000820027-94-000079.txt : 19940215

<IMS-HEADER >0000820027-94-000079.hdr.sgml 4 19940215 ACCESSION NUMBER:

0000820027-94-000079 CONFORMED SUBMISSION TYPE:

SC 13G/A j

PUBLIC DOCUMENT COUNT:

4 FILED AS OF DATE:

19940214 GROUP MEMBERS:

AMERICAN EXPRESS COMPANY GROUP MEMBERS:

IDS FINANCIAL CORP /MN/

SUBJECT COMPANY:

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:

SC 13G/A SEC ACT:

34 SEC FILE NUMBER:

005-30230

~ FILM NUMBER:

94507639 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:

IDS FINANCIAL CORP /MN/

^ CENTRAL INDEX KEY:

0000820027 STANDARD INDUSTRIAL CLASSIFICATION:

0000 STATE OF INCORPORATION:

MN FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G/A BUSINESS ADDRESS:

STREET 1:

80 SOUTH 8TH STREET STREET 2:

T33/52 CITY:

MINNEAPOLIS STATE:

MN http://www.sec. gov / Archives / edgar / data /75594/0000820027-94-000079.txt 9/15/99

r:

e-

]

j.',

s-l I

ZIP:

55440

' </IMS-HEADER >~.

< DOCUMENT >-

l< TYPE >SC 13G/A j

< SEQUENCE >l

' < DESCRIPTION > AMENDED SCHEDULE 13G

< TEXTS

<PAGE>-

SECURITIES'AND EXCHANGE COMMISSION i

Washington, D.

C. 20549-l SCHEDULE 13G l

l Under the Securities and Exchange Act of 1934 Pacificorp i

(Name of -Issuer) l l

Amendment #1 Common Stock j

(Title of Class of Securities) 695114-67-8 (CUSIP Number) l l

Check the following space if a fee is being paid with this statement The information required in the remainder of this. cover page (except any items to which the form provides a cross-reference) shall not be deemed to be " filed" for the purpose

~

. of Section 18. of the Securities Exchange Act of 1934 - ("Act")

or'otherwise. subject to the liabilities of that section of the Act but shall be subject to all other provisions of the

'Act.

CUSIP NO.-

695114-67-8 1)

Name of Reporting Person American Express Company S.S. or I.R.S.

Identification IRS No. 13-4922250 No.-of Above Person i

l 2)

Check the Appropriate Box-(a) if a Member of a Group (b) X - Joint Filing

. http://www.sec. gov /Archiyes/ edgar / data /75594/0000820027-94-000079.txt 9/15/99

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\\

j

[

3)

SEC Use Only.

l 1

4)

Citizenship or Place of Organization New York'

{

l NUMBER OF SHARES BENEFICIALLY OWNED BY'EACH REPORTING PERSON l

WITH l

(5)

Sole Voting Power j i.

(6)

Shared Voting Power-246,500 (7) ' Sole Dispositive Power l (8)

Shared. Dispositive Power 246,500 9)

Aggregate Amount Beneficially-Owned by Each Reporting Person 246,500 10)

Check if the Aggregate Amount in Row (9) Excludes Certain-Shares Not Applicable 11)

Percent of Class Represented by Amount In Row (9) 2.5%

12). Type of Reporting Person CO, HC CUSIP NO.

695114-67-8 1)

Name cf Reporting Person IDS Financial Corporation S.S. or I.R.S.

Identification

' IRS No. 13-3180631 No. of Above Person

)

i 2)'

. Check the Appropriate Box (a)

-if a Member of a Group (b) X - Joint Filing

3).

SEC Use Only 4)

Citizenship or Place of Organization Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH I

'(5)

Sole-Voting. Power l (6)

Shared Voting Power 246,500 (7)

Sole Dispositive Power (8). Shared Dispocitive Power 246,500 9)

' Aggregate Amount Beneficially Owned by Each Reporting Person 246,500

~10)

Check if the Aggregate Amount in Row (9) Excludes-Certain Shares Not Applicable 11)

Percent of Class Represented by Amount In Row (9) 2.5%

1 l

[

http //www.sec. gov / Archives / edgar / data /75594/0000820027-94-000079.txt 9/15/99

e L

12)

Type of Reporting Person CO, IA h

1(a) Name of Issuer:

Pacificorp 1(b) Address of Issuer's Principal 700 N.E. Multnomah Executive Offices:

Portland, OR 97232-4116 1

2(a) _Name of Person Filing:

American Express Company I

IDS Financial Corporation

' 2 (b). Address of : Principal Business Of fice: American Express Company American Express Tower l.

World' Financial Center i

New York, NY 10285 1

IDS Financial Corporation IDS Tower 10 Minneapolis, MN 55440 2(c) Citizenship:

See Item 4 of Cover Page 2(d) Title of Class of Securities:

Preferred Stock 2(e) Cusip Number:

695114-67-8 3

Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b).

American Express Company, one of the persons filing this statement, is a Parent Holding Company in 1

accordance with Rule 13d-1(b) (ii) (G).

IDS Financial Corporation, one of the persons filing this statement, is an Investment Advisor registered under section 203 of the Investment Advisors Act of

1940, 4

(a) Amount Beneficially Owned as of December 31, 1993:

See Item 9 of cover pages.

(b) Percent of Class:

See Item 11 of Cover Pages (c)' Number of Shares as to which such person has:

(1) Sole power to vote or to direct the vote:

See Item 5 of Cover.

(ii) Shared power to vote or direct the vote:

See Item 6 of Cover Pages (iii) Sole power to dispose or to direct the disposition of:

See Item 7 of Cover Pages (iv) Shared power to dispose or to direct the disposition of:

See Item 8 of Cover Pages 5 Ownership of 5% or Less of a Class:

If=this statement is being filed to report the fact as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, l

check the following (X).

6 Ownership of more than 5% on Behalf of Another Person:

t http //www.sec. gov / Archives / edgar / data /75594/0000820027-94-000079.txt 9/15/99

v'

.s.

Not Applicable 7

Identification and Classification of:the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

See Exhibit I 8

Identification and Classification of Members of the Group:

Not Applicable

]

9 Notice of Dissolution of Group:

Not Applicable 10 Certification:

)

By signing below I certify that,-to the best of my knowledge and belief,-the securities referred to above were acquired _in the ordinary course of business and were not acquired _for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

After reasonable 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:

December 31, 1993

)

IDS Financial Corporation By:

/s/ Robert F. Erdman From:

Robert F. Erdman.

Title:

Assistant Treasurer Exhibit Index Exhibit I Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Exhibit II Statement of American Express Company Exhibit'III.

Statement of IDS Financial Corporation

, / TEXT >

</ DOCUMENT >

< DOCUMENT >--

< TYPE >EX-99.1

< SEQUENCE >2

< DESCRIPTION > EXHIBIT I

< TEXT >

Exhibit I to

ht tp: //www.sec. gov / Archives / edgar / data /75594/0000820027-94-000079.txt 9/15/99-

e Schedule 13G i

One of.the persons filing this statement is a parent holding company. _The relevant subsidiary, IDS Financial Corporation, L

-a Delaware Corporation, is registered as an investment

advisor under section 203 of the Investment Advisors Act of 1940.

</ TEXT >-

j

</ DOCUMENT >

{

< DOCUMENT >

l

< TYPE >EX-99.2-

< SEQUENCE >3

< DESCRIPTION > EXHIBIT II

< TEXT >

i Exhibit II to Schedule 13G Under the Securities Exchange Act of 1934 1

American Express Company, American Express Tower, World Financial Center, New York, New York disclaims beneficial ownership of the securities referred to in the Schedule 13G to which this exhibit is attached, and the filing of this Schedule 13G shall not be construed as an admission that American Express Company is, for the purpose of Section 13 (d) or 13 (g) of the Securities Exchange Act of 1934, the' beneficial owner of any securities covered by this Schedule 13G.

Pursuant. to Rule 13d-1(f) (1) and subject to the preceding disclaimer, American Express Company affirms it is individually eligible to use Schedule 13G and agrees that this Schedule is filed on its behalf, and authorizes the President, any Vice President, the Comptroller, the Secretary, and the General Counsel of any Associate General Counsel, each with power to act singly, of each subsidiary of American Express Company making this filing to sign this statement on behalf of American Express Company.

AMERICAN EXPRESS COMPANY By:

/s/ Stephan P. Norman Names.

Stephan P. Norman

Title:

Secretary

</ TEXT >

</ DOCUMENT >

< DOCUMENT >

. TYPE >EX-99.3

< SEQUENCE >4

< DESCRIPTION > EXHIBIT III

< TEXT >

Exhibit III

-to Schedule 33G h'ttp://www.sec. gov / Archives / edgar / data /75594/0000820027-94-000079.txt 9/15/99

r..

t l

l l

Under the

[

l Securities Exchange Act of 1934 l

Pursuant to Rule 13d-1(f) (1), IDS Financial Corporation affirms that it is individually eligible to use Schedule 13G j

l and agrees that this Schedule is filed in its behalf.

IDS Financial Corporation j

i By:

/s/ Robert F.

Erdman i

Name:

Robert F. Erdman

Title:

Assistant Treasurer 1

1

</ TEXT >

l

</ DOCUMENT >

I I

</IMS-DOCUMENT >

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l s

l http://ww'.sec. gov / Archives / edgar / data /75594/0000820027-94-000079.txt 9/15/99 w

e-m, c.

e-

BEGIN. PRIVACY-ENHANCED MESSAGE-'---

Proc-Type: 2001,MIC-CLEAR Originator-Name; webmaster@www.sec. gov Originator-Key-Asymmetric MFgwCgYEVOgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYOaionwg5sDW3P6oaM5D3tdezXMm721T+B+twIDAQAB MIC-Info: RSA-MDS,RSA, OU6eTGrAapN1F5wxbuYZNMLB+qoHzCsQgrVOcjUBBN7eZJ6bUnrb//?gfxkcoGtz hYCJQfykCOZTpIAkON/odA==

<SEC-DOCUMENT >0000009749-97-000036.txt : 19970222

<SEC-HEADER >0000009749-97-000036.hdr sgm1 : 19970222 ACCESSION NUMBER:

0000009749-97-000036 CONFORMED SUBMISSION TYPE:

SC 13G/A-PUBLIC DOCUMENT COUNT:

.1 FILED AS OF DATE:

19970212 SROS:

AMEX SROS:

NYSE

. SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATIOM:

OR FISCAL YEAR END:

1231

' FILING VALUES:

FORM TYPE:

SC 13G/A SEC ACT:

1934 Act SEC FILE btUMBER:

005-30230 FILM NUMBER:

97527108 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:

BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY:

0000009749 STANDARD INDUSTRIAL CLASSIFICATION:

STATE COMMERCIAL BANKS (602 IRS NUMBER:

136180473 STATE OF INCORPORATION:

NY FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G/A BUSINESS ADDRESS:

STREET 1:

280 PARK AVE CITY:

NEW YORK STATE:

NY

' http://www.sec. gov / Archives / edgar / data /75594/0000009749-97-000036.txt 9/15/99

p e

ZIP:

10017 BUSINESS PHONE:

2122502500 MAIL ADDRESS:

STREET 1:

280 PARK AVENUE CITY:

NEW YORK STATE:

NY

. ZIP:

10017 FORMER COMPANY:

FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE:

19671107

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G/A

< SEQUENCE >l

< TEXT >

BANKERS TRUST NEW YORK CORPORATION One Bankers Trust Plaza New York, New York 10006 Linda L. Assali Mailing Address:

Vice President BT Services Tennessee, Inc.

Telephone: 615-835-2901 648 Grassmere Park

. Nashville, TN 37211 February 14, 1997 Securities and Exchange Commission SEC Document Control 450.Fifth Street, N.W.

-Washington, DC 20549 Attn:

Filing Desk

Dear Sirs:

Re Filing of Schedule 13G on Pacificorp Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is

~

one copy of the Schedule 13G with respect to the common i

stock of the above referenced corporation.

i 1

i Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation.

Sincerely, Linda Assali Enclosures l

SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 l-http://www.sec. gov / Archives / edgar / data /75594/0000009749-97-000036.txt 9/15/99

e v

(Amendment No. 1)*

Pacificorp NAME OF-ISSUER:

Common Stock, $3.25 par value TITLE OF CLASS OF SECURITIES 695114108-CUSIP NUMBER Check the following box if a fee is being paid with this statement [ l '.

(A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in-Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership j

of five percent or less of such class.) (See Rule 13d-7.)

The remainder of this cover page shall be filled out for a i

reporting persons initial filing on this form with respect i

to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cvver page shall not be deemed to be filed for the purpose of Section 4

18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

(Continued on following page(s))

CUSIP No.

695114108

.Page 1 of 6 Pages 1.NAME OF REPORTING PERSON

'S.S. OR I.R.S.

IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation and~its wholly owned subsidiary, Bankers Trust Company (as Trustee for various trusts and employee benefit plans, and investment advisor).

13-6180473.

2. CHECK THE APPROPRIATE BOX IF.A MEMBER OF A GROUP *

(A)

[ ]

.(B).

[ ]

3.SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION Bankers Trust New. York Corporation and Bankers Trust Company are New York corporations.

NUMBER OF 5.

SOLE VOTING POWER SHARES

-BENEFICIALLY

6. SHARED VOTING POWER http://www.sec. gov / Archives / edgar / data /75594/0000009749-97-000036.txt.

9/15/99

l OWNED BY EACH

7. SOLE DISPOSITIVE POWER REPORTING PERSON

8. SHARED DISPOSITIVE POWER WITH CUSIP No.

695114108 Page 2 of 6 Pages

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES []

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12 TYPE OF REPORTING PERSON

Bankers Trust New York Corporation - HC Bankers Trust Company - BK CUSIP No.

695114108 Page 3 of 6 Pages Item 1(a)

NAME OF ISSUER:

Pacificorp Item 1(b)

ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:

700 N.E. Multnomah Street Portland, OR 97232-4116 Item 2(a)

NAME OF PERSON FILING:

Bankers Trust New York Corporation, and its wholly-owned subsidiary, Bankers Trust Company (as Trustee for various trusts and employee benefit plans, and investment advisor).

Item 2(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

280 Park Avenue New York, New York 10017.

Item 2(c)

CITIZENSHIP:

Bankers Trust New York Corporation and Bankers Trust Company (as Trustee for various trusts and employee benefit plans, and investment advisor)are incorporated in the State of New York with its principal business office located in New York.

Item 2(d)

TITLE OF CLASS OF SECURITIES:

Common stock ($3.25 par value) of Pacificorp.

Item 2 (e)

CUSIP NUMBER:

695114108 http://www.sec. gov / Archives / edgar / data /75594/0000009749-97-000036.txt 9/15/99

w m

e CUSIP No. 695114108 Page 4 of 6 Pages Item 3 THE PERSON FILING IS A:

For Bankers Trust New York Corporation, (g)

[X) Parent Holding Company, in accordance with l

Section 240.13d-1(b) (ii) (G)

)

For Bankers Trust Company (b)

[X) Bank as defined in section 3 (a) (6) of the Act.

Item 4 OWNERSHIP:

(a)

Amount Beneficially owned:

(b)

Percent of Class:

(c)

Number of shares as to which the Bank has:

(i) sole power to vote or to direct the vote -

(ii) shared power to vote or to direct the vote -

(iii) sole power to dispose or to direct the disposition of -

(iv) shared power to dispose or to direct the disposition of -

i CUSIP No. 695114108 Page 5 of 6 Pages Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following

[X).

Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not applicable.

Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOIDING COMPANY:

See Item 3 above.

Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable.

Item 9 NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

htt p://www.sec. gov / Archives / edgar / data /75594/0000009749-97-000036.tx t 9/15/99

W l

j 3 tem l'O

. CERTIFICATION:

Not applicable.

)

CUSIP No. 695114108 Page 6 of 6 Pages SIGNATURE:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set 4

forth in this statement is true,-complete and correct.

l Dates as of December 31, 1996 Bankers Trust New York Corp.

/s/ James.T. Byrne, Jr.

James T.-Byrne, Jr.

' Secretary EXHIBIT TO ITEM 7 1

The chain of ownership from Bankers Trust New York' Corporation to Bankers Trust Company is shown below:

4 Bankers Trust New York Co.

l.on l

100%

l Bankers Trust Company

</ TEXT >

</ DOCUMENT >

</SEC-DOCUMENT >

END PRIVACY-ENHANCED MESSAGE-----"

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e t,

l

BEGIN PRIVACY-ENHANCED MESSAGE-----

l Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec. gov j

Originator-Key-Asymmetric:

1 MFgwCgYEVQgBAOICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6 cam 5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, 1

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j BU9Fe9vZVm5dWRDgHsBbKA==

<SEC-DOCUMENT >0000902219-97-000406.txt : 19970222

<SEC-HEADER >0000902219-97-000406.hdr.sgml. 19970222 i

ACCESSION NUMBER:

0000902219-97-000406 I

CONFORMED SUBMISSION TYPE:

SC 13G/A PUBLIC DOCUMENT COUNT:

1 FILED AS OF DATE:

19970213 SROS:

NYSE SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G/A SEC ACT:

1934 Act SEC FILE NUMBER:

005-30230 FILM NUMBER:

97531115 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 CCMPANY:

FORMER CONFORMED NAME:

PC/UP&L MERGING CORP DATE OF NAME CHANGE:

19890628 FILED BY:

COMPANY DATA:

COMPANY CONFORMED NAME:

WELLINGTON MANAGEMENT CO LL CENTRAL INDEX KEY:

0000902219 STANDARD INDUSTRIAL CLASSIFICATION:

UNKNOWN SIC - 0000 [0000)

IRS NUMBER:

042683227 STATF OF INCORPORATION:

MA FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G/A BUSINESS ADDRESS:

STREET 1:

75 STATE STREET l

CITY:

BOSTON STATE:

MA ZIP:

02109 l

http://www.sec. gov / Archives / edgar / data /75594/0000902219-97-000406.txt 9/15/99

e BUSINESS PHONE:

6179515000 MAIL ADDRESS:

STREET 1:

75 STATE STREET CITY:

BOSTON STATE:

MA ZIP:

02109 FORMER COMPANY:

FORMER CONFORMED NAME: WELLINGTON MANAGEMENT CO DATE OF NAME CHANGE:

19930426

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G/A

< SEQUENCE >l

< DESCRIPTION >13G FILING

< TEXT >

THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549 SCHEDULE 13G (Rule 13d-102)

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 0)1 PACIFICORP (Name of Issuer)

$1.98 PREFERRED STOCK (Title of Class of Securities) 695114660 (Cusip Number) 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the l

subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

l The information required in the remainder of this cover page shall not be deemed to be " filed" for the purpose of Section la of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)

[ Continued on the following page(s)]

Page 1 of 6 Pages l

CUSIP No. 695114660 13G Page 2 of 6 Pages i

http://www.sec. gov / Archives / edgar / data /75594/0000902219-97-000406.txt 9/15/99

W 1.

Name of reporting persons S.S. or I.R.S.

identification no. of above persons Wellington Management Company, LLP 04-2683227

\\

2.

Check the appropriate box if a member of a group *

(a) [

]

(b)(

}

3.

SEC use only 4.

Citizenship or place of organization Massachusetts 5.

Sole Voting Power 0

Number of shares 6.

Shared Voting Power beneficially owned by 0

each reporting 7.

Sole Dispositive Po person with 0

8.

Shared Dispcsitive Power 150,000 9.

Aggregate amount beneficially owned by each reporting person 150,000 10.

Check box if the aggregate amount in row (9) excludes certain shares

11.

Percent of class represented by amount in row 9 0.01%

12.

Type of reporting person IA CUSIP No. 695114660 13G Page 3 of 6 Pages Item 1(a).

Name of Issuar:

PACIFICORP Item 1(b).

Address of Issuer's Principal Executive Offices:

700 NE Multnomah, Suite 1600 Portland OR 97232 Item 2 (a).

Name of Person Filing:

Wellington Management Company, LLP ("WMC")

Item 2(b).

Address of Principal Business Office or, if None, Residence:

75 State Street Boston, Massachusetts 02109 Item 2 (c).

Citizenship:

http://www.sec. gov / Archives / edgar / data /75594/0000902219-97-000406.txt 9/15/99

e Massachusetts

/ Item 2(d).

Title of Class of Securities:

$1.98 PREFERRED STOCK

. Item 2(e).

'CUSIP Numbers.

695114660 l

1 Item'3.

If this statement is filed pursuant.to Rules 13d-1(b), or l

13d-2 (b), check whether the person filing is a:

(a) [

]

Broker or Dealer registered under Section 15 of the

. b)

[-

]

Bank as defined in Section 3 (a) (6).of the Act,

(

(c) [

]

Insurance Company as defined in Section 3 (a) (19) of

Act, (d)

[-

]

Investment Company registered under Section 8 of th Investment Company Act,

~

(e) [X]

Investment Adviser registered under Section 203 of Investment Advisers Act of 1940, CUSIP No. 695114660 13G Page 4 of 6 Pages (f) {

]

Employee Benefit Plan, Pension Fund which is subjec the provisions of the Employee Retirement Income Se Act of 1974 or Endowment Fund; see 13d-1(b) (1) (ii)(;

(g) [

]

' Parent Holding Company, in accordance with Rule 13d j

1(b) (1) (ii) (G) : see Item 7, (h')

['

]

Group, in accordance with Rule 13d-1(b) (1) (ii) (H).

Item'4 Ownership:

(a)

Amount beneficially owned: WMC, in its capacity as investment adviser, may be deemed to beneficially own 150,000 shares of the Issuer which are held of record by clients of WMC.

(b)

Percent of' Class 0.01%

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote 0

(ii) Shared power to vote or to direct

'the vote 0-(iii) Sole-power to dispose or to direct the disposition of 0

(iv) Shared power to dispose or to direct the disposition of 150,000 CUSIP No'.~695114660 13G Page 5 of 6 Pages Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as

the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following-[.l.

l http://www.sec. gov / Archives / edgar / data /75594/0000902219-97-000406.txt 9/15/99 g

e

.y.

Item 6. Ownership of.More than Five Percent on Behalf of Another

-Person.

The securities'as to which this Schedule is filed by WMC, in its capacity as investment adviser, are owned of record by.

. clients of WMC. -Those clients have the right to receive, or

'the power to direct the receipt of, dividends from, or the proceeds from the sale.of, such' securities. No'such client is known to have such right or power'with respect.to'more than five percent of this class of securities, except as follows:

l

. Vanguard Preferred Stock Fund l

. Item 7.' Identification and Classification of the Subsidiary Which Acquired the ' Security Being Reported on by the Parent Holdi company.

Not Applicable..This schedule is'not being filed pursuant to rule 13d-1(b) (1) (ii) (G) or rule 13d-1(c).

Item 8.

Identification and Classification of Members of the Group.

.Not Applicable.

This schedule is not being-filed pursuant to Rule 13d-1(b) (1) (ii) (H) or Rule 13d-1(c).

Item 9. Notice of' Dissolution of Group.

Not Applicable.

Item 10.

Certification.

"By signing below I. certify that, to the best of my knowledge

.and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or Einfluencing'the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or,effect."

i C'JSIP No. 695114660 13G Page 6 of 6 Pages SIGNATURE-After reasonable 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.

Date:

February 3, 1997 Signature:

---// Brian P. Hillery//--

Name/

Title:

Brian P. Hillery Regulatory Analyst http://www.sec. gov / Archives / edgar / data /75594/0000902219-97-000406.txt 9/15/99

m-e Signed pursuant to a Power of Attorney dated January 15, 1997 and filed with the SEC on January 24, 1997.

</ TEXT >

</ DOCUMENT >

</SEC-DOCUMENT >

END PFIVACY-ENHANCED MESSAGE-----

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a l

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e-

[

BEGIN PRIVACY-ENHANCED MESSAGE-----

Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec. gov Originat:or-Key-Asymmetric :

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<SEC-DOCUMENT >0000806085-98-000030.txt : 19980211

<SEC-HEADER >0000806085-98-000030.hdr.sgml : 19980211 ACCESSION NUMBER:

0000806085-98-000030 CONFORMED SUBMISSION TYPE:

SC 13G/A PUBLIC DOCUMENT COUNT:

1 FILED AS OF DATE:

19980210 SROS:

NYSE SUBJECT COMPANY:

COMPANY DATA:

COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594 STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G/A SEC ACT:

SEC FILE NUMBER:

005-30230 FILM NUMBER:

98527571 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:

LEHMAN BROTHERS HOLDINGS IN CENTRAL INDEX KEY:

0000806085 STANDARD INDUSTRIAL CLASSIFICATION:

SECURITY BROKERS, DEALERS &

IRS NUMBER:

133216325 STATE OF INCORPORATION:

DE FISCAL YEAR END:

1130 FILING VALUES:

FORM TYPE:

SC 13G/A BUSINESS ADDRESS:

STREET 1:

AMERICAN EXPRESS TWR STREET 2:

3 WORLD FINANCIAL CNTR CITY:

NEW YORK STATE:

NY http://www.sec. gov / Archives / edgar / data /75594/0000806085-98-000030.txt 9/15/99

r-w I

l ZIP:

10048 l

BUSINESS PHONE:

2125267000 MAIL ADDRESS:

l STREET 1:

AMERICAN EXPRESS TOWER 15TH FL STREET 2:

2 WORLD TRADE CENTER i

CITY:

NEW YORK STATE:

NY ZIP:

10048 FORMER COMPANY:

FORMER CONFORMED NAME:

SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE:

19901017

</SEC-HEADER >

< DOCUMENT >

< TYPE >SC 13G/A

< SEQUENCE >l

< DESCRIPTION >PACIFICORP

< TEXT >

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549 Schedule 13G Amendment No. 1 Under the Securities Exchange Act of 1934 Pacificorp (Name of Issuer)

$7.48 Preferred Stock j

(Title of Class of Securities) 695114652000 (CUSIP Number)

Check the following box if a fee is being paid with this statement.

(

)

The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) shall not be deemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

<PAGE>

CUSIP No.

695114652000

1) Names of Reporting Person i

Lehman Brothers Holdings Inc.

I S.S. or I.R.S.

Identification No. of Above Person 13-3216325 2)

Check the Appropriate box if a Member of a Group (a)

( X) Sole (b)

(

) Joint Filing

[

http://www.sec. gov / Archives / edgar / data /75594/0000806085-98-000030.txt 9/15/99

e 3-3).:SEC Use'Only 4)

Citizenship or. Place of. Organization Delaware l

l Number of Shares Beneficially Owned by Each Reporting Person With:

5)

Sole Voting Power

l. J l

6)- Shared Voting' Power )

i

7). Sole Dispositive Power

{ )

8)

Shared Dispositive' Power 1

l-9) Aggregate Amount' Beneficially Owned by Each Reporting Person -

t 10). Check'iflthe Aggregate Amount in Row (9) Excludes Certain Shares

(---)

11) Percent of Class Represented by Amount in Row 9 0.0%

12) Type of Reporting Person HC/CO

<PAGE>

. Item 1(a).

Name of Issuer: Pacificorp Item 1(b).

Address of Issuer's Principal. Executive Offices:

700 NE Multnomah Ste 1600 Portland, OR 97232 Item 2(a).

Name of Person Filing:

Lehman Brothers Holdings Inc.

. Item 2(b).

Address of Principal. Business Office:

3 World Financial Center New York,- NY 10285 Item 2 (c). Citizenship or Place of Organization:

See Item 4 of. cover pages Item 2(d).

Title of Class of Securities:

$7.48 Preferred Stock Item 2 (e). CUSIP Number:

695114652000

' Item 3, Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b):

The person filing this statement is.Lehman Brothers Holdings'Inc.;.a parent holding-company in accordance with Section 240.13d1(b) (ii) (G).

Item 4.

Ownership (a)

Amount Beneficially Owned as of January 31, 1998 See Item 9 of cover pages (b)

Percent of Class:

l l

l http//www.sec. gov / Archives / edgar / data /75594/0000806085-98-000030,txt 9/15/99

e c-L, 3

i i

e

(

See Item 11 of cover pages (c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote (ii) shared power to vote or to direct the vote

(iii) se power to dispose or'to direct the disposition (iv) s'.mred power to dispose-or to direct the disposition See Items 5-8.of cover pages

<PAGE>

Item'5.

Ownership of Five Percent or Less of a Class This statement is being filed to report that as of January 31, 1998, the Reporting Person has ceased.to be the beneficial owner of more than 5% of the class of securities covered by this report.

Item 6.

Ownership of More than-Five Percent on Behalf of Another Person Not Applicable.

l Identification and Classification of the subsidiary Item;7.

I which Acquired the Security being reported on by the Parent Holding Company The-relevant subsidiary is Lehman Brothers Inc.,

a Broker / Dealer registered under Section 15 of the Securities Exchange Act of 1934.

Item 8.

Identification and Classification of Members of the Group Not Applicable.

Item 9.

Notice of Dissolution of Group Not Applicable.

Item 10.

Certification By~ signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business j

and were not acquired for the purpose of and do not have the effect of changing l -

or influencing-the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such I

purposes.or effect.

<PAGE>

i After reasonable inquiry and to the best of the undersigned's knowledge and i

belief, the undersigned hereby certifies that the information set forth in this statement'is true, complete and correct.

1' i

Dated: January 31, 1998 LEHMAN BROTHERS HOLDINGS INC.

I 4

By:

/s/;Jennifer Marre Name: Jennifer Marre

Title:

Vice' President and Secretary 1

</ TEXT >'

</ DOCUMENT >

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w 3

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.-----BEGIN PRIVACY-ENHANCED MESSAGE-----

Proc-Type: 2001'MIC-CLEAR Originator-Name: webmaster@www.sec. gov-Originator-Key-Asymmetric:.

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<SEC-DOCUMENT >0000864047-99-000057.txt : 19990212

<SEC-HEADER >0000864047-99-000057.hdr.sgml : 19990212 ACCESSION NUMBER:

0000864047-99-000057 CONFORMED SUBMISSION TYPE:

SC 13G/A PUBLIC DOCUMENT COUNT:

1 FILED AS OF DATE:

19990211 GROUP MEMBERS:

AIM MANAGEMENT GROUP INC.

GROUP MEMBERS:

AMVESCAP GROUP SERVICES, INC.

CROUP MEMBERS:

AMVESCAP PLC GROUP MEMBERS:

AMVESCAP PLC \\GA\\

GROUP MEMBERS:

AVZ, INC.

GROUP MEMBERS:

-INVESCO-(NY) ASSET. MANAGEMENT, INC.

GROUP MEMBERS:

INVESCO CAPITAL MANAGEMENT, INC.

GROUP MEMBERS:

INVESCO FUNDS GROUP, INC.

GROUP MEMBERS:

'INVESCO MANAGEMENT & RESEARCH, INC.

i

~ GROUP MEMBERS:

INVESCO NORTH AMERICAN HOLDINGS, INC.

GROUP MEMBERS:

INVESCO REALTY ADVISERS, INC.

GROUP MEMBERS:

INVESCO,

,GC.

SUBJECT COMPANY:

COMPANY DATA:

j COMPANY CONFORMED NAME:

PACIFICORP /OR/

CENTRAL INDEX KEY:

0000075594

' STANDARD INDUSTRIAL CLASSIFICATION:

ELECTRIC & OTHER SERVICES C IRS NUMBER:

930246090 STATE OF INCORPORATION:

OR FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G/A SEC ACT:

SEC FILE NUMBER:

005-30230 FILM NUMBER:

99530437 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/

i 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:

AMVESCAP PLC \\GA\\

' CENTRAL INDEX KEY:

0000864047 STANDARD INDUSTRIAL CLASSIFICATION:

UNKNOWN SIC - 0000 [0000]

I.RS NUMBER:

630780404

' http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

e 1

1 I

STATE OF INCORPORATION:

CO l

FISCAL YEAR END:

1231 FILING VALUES:

FORM TYPE:

SC 13G/A l

BUSINESS ADDRESS:

STREET 1:

11 DEVONSHIRE SQUARE j

CITY:

LONOON EC2M 4YR STATE:

X0 BUSINESS PHONE:

01144716263434 MAIL ADDRESS:

STREET 1:

1315 PEACHTREE ST NE STREET 2:

C/O INVESCO CITY:

ALTANTA STATE:

GA

(

ZIP:

30309 i

j FORMER COMPANY:

FORMER CONFORMED NAME:

INVESCO FLC DATE OF NAME CHANGE:

19940809

)

FORMER COMPANY:

i FORMER CONFORMED NAME:

INVESCO MIM PLC

~

l DATE OF NAME CHANGE:

19930519

</SEC-HEADER >

j

< DOCUMENT >

< TYPE >SC 13G/A

< SEQUENCE >l j

< TEXT >

j

)

<PAGE>

Page 1

of 24 SECURITIES AND EXCHANGE COMMISSION WASHIN""ON, D.C.

20549 SCHEDULE 13G.

INFORMATION TO BE 3CLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

Pacificorp /OR/ PFD $7.48 (Name of Issuer)

Preferred Stock (Title of Class of Securities) 695114652 (CUSIP Number)

Check the following box if a fee is being paid with this statement.

(A fee is not required only if the filing person:

(1) has a previous statement on file reporting beneficial ownership of more than five percent of the clasa of J

http://www.sec. gov / Archives / edgar / data /75594/0000864047 99-000057.txt 9/15/99

w-l o

securities described in Item 1; and (2) has filed no amendment subsequent t'.lereto reporting beneficial ownership of five percent or less of such class.)

(See Rule 13d-7.)

/ /

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendraera containing information which would alter the disclosures provided in a prior page.

The information required in the remainder of this cover page shall not be deemed to be " filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ( "T st") or otherwise subject to the liabilities of that section of the Act but s

'.1 be subject to all other provisions of the Act (however, see Notes).

<PAGE>

Page 2

of 24 CUSIP No. 695114652 13G (1)

Names of Reporting Persons.

S.S. or I.R.S.

Identification Nos. of Above Persons AMVESCAP PLC No.

S.S.

or I.R.S.

Identification Number (2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

SEC Use Only (4)

Citizenship or Place of Organization I

England i

i Number of Shares (5)

Sole Voting Power Beneficially None Owned by (6)

Shared Voting Power Each Reportirag 71,500 Person With (7)

Sole Dispositive Power None (8)

Shared Dispositive Power 71,500 (9)

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

//

(11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 3

of 24 CUSIP No. 695114652 13G http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

e j

)

6 (1)

. Names of Reporting Persons.

S.S. or I.R.S.

Identification Nos. of Above Persons AVZ, Inc.

No. S.S. or I.R.S.

Identification Number

'(2)

Cneck the Appropriate Box if a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

SEC Use Only (4)

Citizenship or Place of Organization England Number of Shares (5)

Sole Voting Power Beneficially None Owned by (6)

Shared Voting Power Each Reporting 71,500 Person With (7)

Sole Dispositive Power None (8)

Shared Dispositive Power 71,500 (9)

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10)'

_ Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

//

(11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 4 of 24 CUSIP No. 695114652 13G (1)

Names of Reporting Persons.

S.S or I.R.S.

Identification Nos. of Above Persons A I M Management Group Inc.

No. S.S. or I.R.S.

Identification Number (2)~

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

SEC Use Only (4)

Citizenship or Place of Organization England Number of Chares (5)

Sole Voting Power Beneficially None j

Owned by (6)

Shared Voting Power Each Reporting' 71,500 Person With (7)

Sole Dispositive Power j

None l

http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

w

=

(8)

Shared Dispositive Power 71,500 (9)'

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).

//

l (11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)

Type of Reporting Person (See Instructions)

H.C

~<PAGE>

Page 5

of 24 CUSIP No. 695114652 13G (1).

Names of Reporting Persons.

S.S. or I.R.S.

Identification Nos, of Above Persons 1

AMVESCAP Group Services, Inc.

No. S.S.

or I.R.S.

Identification Number j

(2).

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

.SEC Use Only (4)

Citizenship or Place of Organization England Number of Shares (5)

Sole Voting Power Beneficially None i

Owned by (6)

Shared Voting Power Each Reporting 71,500 Person With (7)

Sole Dispositive Power None (8)

Shared Dispositive Power 71,500 (9)

Aggregate Amount Beneficially Owned by Each Reporting Person i

71,500 (10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

//

(11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 6

of 24 CUSIP No. 695114652 13G (1)'

Names of Reporting Persons.

http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

w 9

S.S.'

or I.R.S.

Identification Nos of Above Persons t-INVESCO, Inc.

No.

S.S. or I.R.S.

Identification Number (2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

/~/

(b)

/X/

(3)

SEC Use Only (4)

Citizenship or Place of organization England Number of Shares (5)

Sole Voting' Power-Beneficially None Owned by (6)

Shared Voting Power Each Reporting 71,500 Person With' (7)

Sole Dispositive Power None 1

(8)

Shared Dispositive Power 71,500 (9)

" Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10)-

. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

//

l 1)

Percent of Class Represented by Amount in Row ' (9) 9.53%

12)

Type of Reporting Person (See Instructions)

H.C.

{

<PAGE>.

Page 7 of 24 CUSIP No. 695114652 13G l

(1)

Names of Reporting Persons, i

S.S. or I R.S.

Identification Nos. of Above Persons INVESCO North American Holdings, Inc.

No.'S.S. or'I.R.S. Identification Number (2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

'SEC Uce Only (4)

Citizenship or Place of Organization England Number of Shares (5)

Sole Voting Power-Beneficially None Owned by (6)

Shared Voting Power Each Reporting 71,500 Person With (7)

Sole Dispositive Power None (8)

Shared Dispositive Power 71,500 http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99-

r w

j o'

o 5

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 l

l (10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares I

(See Instructions)

//

l (11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 8 of 24 CUSIP No. 695114652 13G (1)

Names of Reporting Persons.

S.S. or I.R.S.

Identification Nos. of Above Persons INVESCO Capital Management, Inc.

No.

S.S.

or I.R.S.

Identification Number (2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

SEC Use Only (4)

Citizenship or Place of Organization England Number of Shares (5)

Sole Voting Power Beneficially None Owned by (6)

Shared Voting Power Each Reporting 71,500 Person With (7)

Sole Dispositive Power None (8)

Shared Dispositive Power 71,500 (9)

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

//

(11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 9 of 24 CUSIP No. 695114652 13G (1)

Names of Reporting Persons.

http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

1 r --

l-e v

i S.S. or I.R.S.

Identification Nos. of Above Persons j

INVESCO Funds Group, Inc.

No.

S.S.

or I.R.S.

Identification Number (2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)-

//

l (b)

/X/

J l

l (3)

SEC Use Only l

(4)

Citizenship or Place of Organization t

England i

Number of Shares (5)

Sole Voting Power Beneficially None Owned by (6)

Shared Voting Power

)

Each Reporting 71,500 Person With (7)

Sole Dispositive Power None

'(8)

Shared Dispositive Power 71,500 (9)

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

//

(11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)'

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 10 of 24 CUSIP No. 695114652 13G (1)

Names of Reporting Persons.

S.S. or I.R.S.

Identification Nos, of Above Persons INVESCO Management & Research, Inc.

No.

S.S.

or I.R.S.

Identification Number (2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

//

(b)

/x/

(3)

SEC Use'Only

~

(4)

-Citizenship or Place of Organization England Number of Shares (5)

Sole Voting Power l

Beneficially None Owned by (6)

Shared Voting Power Each Reporting 71,500 Person With (7)

Sole Dispositive Power None (8)

Shared Dispositive Power 71,500 l

y

http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

]

W

.(9)

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10 ) '

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) '

//

1 (11).

Percent of Class Represented by Amount in Row (9) 9.53%

l (12)

Type of Reporting Person (See Instructions)

H.C.

<PAGE>-

CUSIP No.- 695114652 13G (1)

Names of Reporting Persons.

S.S. or I.R.S.

Identification Nos. of Above Persons INVESCO Realty Advisers, Inc.

No.

S.S. or I.R.S.

Identification Number (2)

Check the Appropriate Box if.a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

SEC Use Only (4)

Citizenship or Place'of Organization England Number of Shares (5)

Sole Voting Power Beneficially None Owned by (6)

Shared Voting Power Each Reporting 71,500 Person With (7)

Sole Dispositive Power None (8)

Shared Dispositive Power 71,500 (9)'

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500

'(10 )

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

//

(11)

' Percent of Class Represented by Amount in Row (9) 9.53%

~

(12)-

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 12 of 24 CUSIP No 195114652 13G (1).

Names of' Reporting Persons.

.S.S.

or I.R.S.

Identification Nos; of Above Persons j

- http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt.

9/15/99 j

l

e g

4

+

d.

INVESCO (NY) Asset Management, Inc.

No. S.S. or I.R.S.

Identification Number (2)

Check the Appropriate' Box if a Member of a Group (See Instructions)

(a)

//

(b)

/X/

(3)

SEC Use Only (4)

Citizenship or Place of Organization England Number of Shares' (5)

Sole Voting Power Beneficially None owned by.

(6)

Shared Voting Power l

Each Reporting 71,500 Person With (7)

Sole Dispositive Power l

None (8)

Shared Dispositive Power 71,500 (9)-

Aggregate Amount Beneficially Owned by Each Reporting Person 71,500 (10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)-

//

(11)

Percent of Class Represented by Amount in Row (9) 9.53%

(12)

Type of Reporting Person (See Instructions)

H.C.

<PAGE>

Page 13 of 24

~ ITEM 1 (a)

NAME OF ISSUER:

Pacificorp,OR/ PFD $7.48 ITEM.1 (b)

ADDRESS-OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

700 NE Multnomah Suite 1600 Portland, OR 97232 ITEM 2 (a)

NAME OF PERSON (S) FILING:

AMVESCAP PLC

. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

11'Devonshire Square 1315 Peachtree Street, N.E.

London EC2M 4101 Atlanta, Georgia 30309 England

' ITEM'2 (c) CITIZENSHIP:

Organized under the laws of England

-ITEM 2 (d)

TITLE OF CLASS OF SECURITIES Common Stock http //www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

U -

marvvwrvs 1

(

ITEM 2 (e)

CUSIP NUMBER:

695114652 j

Item 3.IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2 (B),

I CHECK WHETHER THE PERSON FILING IS A:

-(a) / / Broker or Dealer registered under Section 15 of the Act. (b) / / Bank as

-defined in Section 3 (a) (6) of the Act. (c) / / Insurance Company as defined in l

Section 3 (a) (19) of the Act. (d) / / Investment company registered under Section 8 of the Investment 1

Company Act.

(e)

/ / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940.

(f)

/ / Employee Benefit Plan, Pension Fund which is subject to provisions of Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b) (1) (ii) (F).

(g) /X/ Parent Holding Company in accordance with Rule 13d-1(b) (ii) (G).

(h) //

Group, in accordance with Rule 13d-1(b) (1) (ii) (H).

<PAGE>

ITEM 4 (a) - (c) OWNERSHIP: Page 14 of 24 The information in items 1 and 5-11 on the cover pages (pp 2-6) of. this statement on Schedule 13G is hereby incorporated by reference.

The-reporting persons expressly declare that the filing of this statement on Schedule 13G shall not be construed as an admission that they are, for the

. purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, the -beneficial owners of any securities covered by this statement.

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLAS$ / / Not Applicable ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON The reporting persons hold the. securities covered by this report on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. The interest of any such persons does not exceed 5% of the class of securities.

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

X AVZ,.Inc. - holding company in accordance with Rule 13d-1(b) (ii) (G)

AIM Management Group Inc. - holding company in accordance with Rule 13d-1 (b) (ii) (G)

X AMVESCAP Group Services, Inc. - holding company in accordance with Rule 13d 1(b) (ii) (G)

X INVESCO, Inc. - holding company in accordance with Rule 13d-1(b) (ii) (G)

X INVESCO North American Holdings, Inc. - holding company also in accordance with Rule 13d-1(b) (ii) (G)

INVESCO Capital Management, Inc. - investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

INVESCO Funds Group, Inc. - investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

INVESCO Management & Research, Inc. - investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

INVESCO Realty Advisors, Inc. - investment adviser registered under Section 203 of the Investment Advisers Act of 1940 X

INVESCO (10() Asset Management, Inc. - holding company in accordance with Rule 13d-1(b) (ii) (G)

_ INVESCO MIM Management Limited - investment adviser organized ---- in England.

'INVESCO Asset Management Limited - investment adviser organized in England.

Subsidiaries not indicated with (X) have acquired no shares of security being reported on.

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.

Not applicable,-

ITEM 9 NOTICE OF DISSOLUTION OF GROUP.

Not applicable, http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99

S g.

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.<PAGE>

Page 15 of 24 l

ITEM 10 CERTIFICATION:

'By' signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the ef fect of changing or influencing.the control of the issuer of such securities and were not

. acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE After reasonable. 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, s

(Date)

/s/ Michael Perman Michael-Perman,-

as company Secretary for AMVESCAP PLC

<PAGE>

Page 16 of 24 ITEM 10 CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE After reasonable 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.

(Date)

/s/ David A, Hartley David A. Hartley, as Company Secretary for each AVZ, Inc. and AMVESCAP Group Services, Inc,

'<PAGE>-

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r7 t

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!?

Page 17 of 24 ITEM 10 CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the. controln of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE After reasonable 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.

i (Date)

,/s/ Carol F.

Relihan

]

Carol-F. Relihan Vice President, Secretary and General Counsel A I M Management Group Inc.

<PAGE>

1 Page 18 of 24 4

ITEM 10 CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the j

securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE After reasonable 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.

(Date)

/s/ Deborah A.

Lamb.

I Deborah A. Lamb,-Director of compliance' INVESCO, Inc.

<PAGE>

l Page 19 of 24 ITEM 10 CERTIFICATION:

1 l

1 http://www.sec. gov / Archives / edgar / data /75594/0000864047-99-000057.txt 9/15/99 J

e 1

7 s

v l

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or ef fect.

SIGNATURE

]

After reasonable 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.

(Date)

/s/ Frank J.

Keeler i

Frank J.

Keeler, Secretary INVESCO North American Holdings, Inc.

<PAGE>

Page 20 of 24 ITEM 10 CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the ef fect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is t rue, complete and correct.

(Date)

/s/ Deborah A.

Lamb Deborah A. Lamb, Director of Cotypliance INVESCO Capital Management, Inci

<PAGE>

Page 21 of 24 ITEM 10 CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the l

securities referred to above were acquired in the ordinary course of business and were not acquired f or the purpose of and do not have the ef f ect of changing or influencing the control of the issuer of such securities and were not l

acquired in connection with or as a participant in any transaction having such purposes or effect.

t I

l http://www.sec. gov / Archives / edgar / data /75594/0000864047 99-000057.txt 9/15/99

e 7

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/

f~

SZGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set fotth in this statement is true, complete and correct.

(Date)

/s/ Glen Payne Glen Payne, Sr. Vice President and General Counsel INVESCO Funds Group, Inc.

<PAGE>

Page 22 of 24 ITEM 10 CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes.or effect.

SIGNATURE After reasonable 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.

(Date)

/s/ Deborah A.

Lamb Deborah A.

Lamb, Assistant Sectatary INVESCO Management & Research, Inc.

cFAGE>

Page 23 of 24 ITEM 10 CERTIFICATION:

By signing below, I certify that, to the best of my knowledge and belief, the i

securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing l

or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE i

1 http://www.sec. gov / Archives / edgar / data /75594/0000864047 99-000057.txt 9/15/99 i

p '.

w

.P. 4 -

- gf'

'After reasonable inquiry and to the best of my knowledge and belief, I certify 4

that the information~ set forth in this statement is true, complete and correct.

^

(Date) f/s/-Deborah A.~ Lamb Deborah A. Lamb, Assistant' Secretary

.INVESCO Realty Advisers,.Inc.

<PAGE>;r Page 24 of 24

' ITEM'10 CERTIFICATION:

-By signing _below, I certify that,'to'the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not - acquired for the purpose ' of and do not have the ef fect of changing or-influencing the : control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE

After reasonable 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.

(Date)-

/s/'Roberta Moore

'Roberta Moore l

INVESCO (NY) Asset Management, Inc.

j

</ TEXT >

'</ DOCUMENT >

</SEC-DOCUMENT >

END PRIVACY-ENHANCED MESSAGE-..--

i a

t

. http://www.sec. gov / Archives / edgar / data /75594/0000864047 99-000057.txt-9/15/99

.

ML20216F287

Contents

Text

Response

Response

Response

Response

Response

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Response

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Title:

Title:

Title:

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Dear Sirs:

Title:

Title:

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