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12/15/95 Pacificorp/OR SC 13D 4:33K Comdial Corp. Stoel Rives LLP/FA
Pacificorp³
Pacificorp/OR³
Pacificorp Credit, Inc.³
Pacificorp Financial Services, Inc.³
Pacificorp Holdings, Inc.³
1: SC 13D Statement of Acquisition of Beneficial Ownership by an "Active"
Investor -- 8± pages: 13K| SC 13D | 1st Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 1st (New) |
Michael C. Henderson
PacifiCorp Holdings, Inc.
700 NE Multnomah, Suite 1600 | | SC 13D | 2nd Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 2nd (New) |
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp Holdings, Inc. (formerly Inner
-------------------------------------------
PacifiCorp, Inc.) 93-0866672.
------------------------------------------------------------ | | SC 13D | 3rd Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 3rd (New) |
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp 93-0246090.
---------------------------------------------- | | SC 13D | 4th Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 4th (New) |
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp Financial Services, Inc.
---------------------------------------------- | | SC 13D | 5th Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 5th (New) |
1) Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person: PacifiCorp Credit, Inc. 93-0896440.
---------------------------------------------- | | SC 13D | 6th Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 6th (New) |
PACIFICORP HOLDINGS, INC.
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PacifiCorp Holdings, Inc., a Delaware corporation ("PacifiCorp
Holdings"), amends its statement on Schedule 13D ("Statement") pertaining | No. 2 filed on December 16, 1991, Amendment No. 3 filed on January 7, 1994
and Amendment No. 4 filed on February 28, 1994. This Amendment No. 5
("Amendment") amends the Statement to report the disposition by PacifiCorp
Credit, Inc. ("PCI"), an Oregon corporation and a wholly owned subsidiary
of PacifiCorp Financial Services, Inc. ("PFS"), an Oregon corporation and a
wholly owned subsidiary of PacifiCorp Holdings, of 2,000,000 shares of
Common Stock (the "Shares") in a public offering, and the redemption of the | 1994. Accordingly, PCI's remaining interest in Comdial consists solely of
907,169 shares of Common Stock, which number of shares reflects a
one-for-three reverse stock split effected in August 1995. PacifiCorp, an
Oregon corporation ("PacifiCorp"), owning 100 percent of the outstanding
voting securities of PacifiCorp Holdings, and PFS and PCI, join in this
filing. | information included under Item 2 of the Statement:
Neither PacifiCorp, PacifiCorp Holdings, PFS, nor PCI has been,
during the last five years, (i) convicted in a criminal proceeding |
For a current list of the executive officers and directors of
PacifiCorp Holdings and PacifiCorp, and of the directors and officers of
PFS and PCI, along with the other information required to be furnished with | | SC 13D | 7th Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 7th (New) | or shared power to dispose or to direct the disposition, are set forth on
Exhibit 2, which is incorporated herein by reference. Except as described
in Exhibit 2, to the knowledge of the Reporting Persons, neither PacifiCorp
Holdings, PFS, PCI, PacifiCorp nor any director or officer of any of them
is the beneficial owner of any Common Stock.
(c) Except as described in this Statement, neither PacifiCorp
Holdings, PFS, PCI, PacifiCorp nor any director or officer of any of them
has bought or sold or otherwise effected any transactions in shares of the | Corporation.
Exhibit 3, Letter Agreement dated August 11, 1995
between PacifiCorp Credit, Inc. and Comdial
Corporation | DATED this 14th day of December 1995.
PACIFICORP HOLDINGS, INC.
| and Chief Executive Officer
PACIFICORP FINANCIAL SERVICES, INC.
| and Chief Executive Officer
PACIFICORP CREDIT, INC.
| Operating Officer
PACIFICORP
| | SC 13D | 8th Page of 8 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 8th (New) |
3 Letter Agreement dated August 11,
1995 between PacifiCorp Credit,
Inc. and Comdial Corporation |
2: EX-1 Underwriting Agreement or Conflict Minerals Report --
9± pages: 13K| EX-1 | 1st Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 1st (New) |
DIRECTORS AND EXECUTIVE OFFICERS
OF PACIFICORP HOLDINGS, INC., PACIFICORP,
PACIFICORP FINANCIAL SERVICES, INC. AND
PACIFICORP CREDIT, INC.
(Note: footnote (*) appears at end of this Exhibit 1)
The directors and executive officers of PacifiCorp
Holdings, Inc. and PacifiCorp are as follows:
[Enlarge/Download Table]
PacifiCorp Holdings, Inc.
------------------------- |
Frederick W. Buckman Director President and Chief Executive Officer
of PacifiCorp, an electric utility,
700 NE Multnomah, Suite 1600,
Portland, Oregon 97232; Chairman of
Board of PacifiCorp Holdings, Inc.,
700 NE Multnomah, Suite 1600, | California 94022
Michael C. Henderson Director, President and Vice President of PacifiCorp*;
Chief Executive Officer Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director, Chair,
President and Chief Executive Officer
of PacifiCorp Financial Services,
Inc., a financial services company | | EX-1 | 2nd Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 2nd (New) |
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
Financial Officer of PacifiCorp*;
Senior Vice President of PacifiCorp
Holdings, Inc.*; Senior Vice
President of PacifiCorp Financial
Services, Inc.*
Daniel L. Spalding Senior Vice President Senior Vice President of PacifiCorp*;
Senior Vice President of PacifiCorp
Holdings, Inc.*
Verl R. Topham Senior Vice President and Senior Vice President and General
General Counsel Counsel of PacifiCorp; Senior Vice
President and General Counsel of
PacifiCorp Holdings, Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*; Treasurer
of PacifiCorp Holdings, Inc.*
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*; Secretary
of PacifiCorp Holdings, Inc.*,
Secretary of PacifiCorp Financial
Services, Inc.*
Jacqueline S. Bell Controller Controller of PacifiCorp*; Controller
of PacifiCorp Holdings, Inc.*
| | EX-1 | 3rd Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 3rd (New) |
[Enlarge/Download Table]
PacifiCorp
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Frederick W. Buckman Director, Member of Corporate President and Chief Executive
Policy Group and President Officer of PacifiCorp*
President & Chief Executive |
Keith R. McKennon Director and Chairman Chairman of the Board of
of the Board of Directors PacifiCorp*
|
Verl R. Topham Director, Senior Vice Senior Vice President and
President and General General Counsel of PacifiCorp*;
Counsel of PacifiCorp Senior Vice President and
General Counsel of PacifiCorp
Holdings, Inc.* | | EX-1 | 4th Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 4th (New) |
John A. Bohling Senior Vice President Senior Vice President of
PacifiCorp*
Shelley R. Faigle Senior Vice President Senior Vice President of
PacifiCorp*
Paul G. Lorenzini Member of Corporate Senior Vice President of
Policy Group and Senior PacifiCorp*
Vice President of PacifiCorp
John E. Mooney Senior Vice President Senior Vice President of
PacifiCorp*
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
and Chief Financial Officer Financial Officer of PacifiCorp*;
Senior Vice President of
PacifiCorp Holdings, Inc.*
Daniel L. Spalding Senior Vice President Senior Vice President of
PacifiCorp*; Senior Vice
President of PacifiCorp Holdings,
Inc.* | | EX-1 | 5th Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 5th (New) |
Dennis P. Steinberg Senior Vice President Senior Vice President of
PacifiCorp*
Michael C. Henderson Vice President Vice President of PacifiCorp*;
Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director, Chair,
President and Chief Executive
Officer of PacifiCorp Financial
Services, Inc.*
Thomas J. Imeson Vice President Vice President of PacifiCorp*
Robert F. Lanz Vice President Vice President of PacifiCorp*
Sally A. Nofziger Vice President & Vice President and Corporate
Corporate Secretary Secretary of PacifiCorp*;
Secretary of PacifiCorp Holdings,
Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*;
Treasurer of PacifiCorp Holdings,
Inc.*
Jacqueline S. Bell Controller Controller of PacifiCorp*;
Controller of PacifiCorp
Holdings, Inc.*
All of the directors and executive officers of PacifiCorp are
U.S. citizens. The business address of each individual listed above is the | | EX-1 | 6th Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 6th (New) |
[Enlarge/Download Table]
PacifiCorp Financial Services, Inc.
----------------------------------- | ---- ----- --------------------
Michael C. Henderson Director, Chair, President Vice President of PacifiCorp,
and Chief Executive Officer Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director,
Chair, President and Chief
Executive Officer of PacifiCorp
Financial Services, Inc.*;
Director of PacifiCorp Credit,
Inc.*, 825 NE Multnomah, Suite | Craig N. Longfield Director, Senior Vice President Director, Senior Vice President
and Chief Operating Officer and Chief Operating Officer of
PacifiCorp Financial Services,
Inc.*; Director and President
of PacifiCorp Credit, Inc.*
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
Financial Officer of
PacifiCorp*; Senior Vice
President of PacifiCorp
Holdings, Inc.*; Senior Vice
President of PacifiCorp
Financial Services, Inc.*
Reynold Roeder Vice President Vice President of PacifiCorp
Financial Services, Inc.; Vice
President of PacifiCorp Credit,
Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp
Financial Services, Inc.;
Treasurer of PacifiCorp*;
Treasurer of PacifiCorp
Holdings, Inc.*
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*;
Secretary of PacifiCorp
Holdings, Inc.*; Secretary of
PacifiCorp Financial Services,
Inc.; Secretary of PacifiCorp
Credit, Inc.*
| | EX-1 | 7th Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 7th (New) |
Peter J. Craven Controller Controller of PacifiCorp
Financial Services, Inc.*
All of the directors and executive officers of PacifiCorp
Financial Services, Inc. are U.S. citizens. The business address of each | | EX-1 | 8th Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 8th (New) |
[Download Table]
PacifiCorp Credit, Inc.
----------------------- | ---- ----- --------------------
Michael C. Henderson Director Director of PacifiCorp Credit,
Inc.*; Vice President of
PacifiCorp*; Director,
President and Chief Executive
Officer of PacifiCorp Holdings,
Inc.*; Director, President and
Chief Executive Officer of
PacifiCorp Financial Services,
Inc.*; | Craig N. Longfield President Director and Senior Vice
President and Chief Operating
Officer of PacifiCorp Financial
Services, Inc.*; Director and
President of PacifiCorp Credit,
Inc.*
Reynold Roeder Vice President Vice President of PacifiCorp
Credit, Inc.*; Vice President
of PacifiCorp Financial
Services, Inc.*; Vice President
of PacifiCorp Credit, Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*;
Treasurer of PacifiCorp
Holdings, Inc.*; Treasurer of
PacifiCorp Financial Services,
Inc.*; Treasurer of PacifiCorp
Credit, Inc.*
| | EX-1 | 9th Page of 9 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 9th (New) | Sally A. Nofziger Secretary Vice President and
Corporate Secretary of
PacifiCorp*; Secretary of
PacifiCorp Holdings, Inc.*;
Secretary of PacifiCorp
Financial Services, Inc.*;
Secretary of PacifiCorp
Credit, Inc.*
All of the directors and executive officers of PacifiCorp Credit,
Inc. are U.S. citizens. The business address of each individual listed |
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession -- 5± pages: 4K| EX-2 | 1st Page of 5 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 1st (New) | COMDIAL CORPORATION
The beneficial ownership interests of PacifiCorp
Holdings, PFS, PCI, PacifiCorp and the directors and officers of
each of them are described below:
PacifiCorp Holdings, Inc.
------------------------- | | EX-2 | 2nd Page of 5 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 2nd (New) |
PacifiCorp
----------
Because PacifiCorp controls PacifiCorp Holdings,
PacifiCorp may be deemed a beneficial owner of the Common Stock.
| | EX-2 | 3rd Page of 5 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 3rd (New) |
PacifiCorp Financial Services, Inc.
------------------------------------ | | EX-2 | 4th Page of 5 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 4th (New) |
PacifiCorp Credit, Inc.
----------------------- |
4: EX-3 Articles of Incorporation/Organization or Bylaws -- 2± pages: 3K | EX-3 | 2nd Page of 2 | Pacificorp/OR - SC 13D - re: Comdial Corp. | Just 2nd (New) | Very truly yours,
PACIFICORP CREDIT, INC.
|
| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: | | SC 13D | Statement of Acquisition of Beneficial Ownership by an “Active” Investor — Schedule 13D. | | EX-1 | Underwriting Agreement or Conflict Minerals Report (or mislabeled “1st Exhibit”). | | EX-2 | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. | | EX-3 | Articles of Incorporation/Organization or Bylaws. | | ³ | Group Member: A Registrant or non-Registrant party to this Filing made by a Group. |
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