General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 8 28K
2: EX-1 Underwriting Agreement 9 33K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 5 15K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 2 9K
EX-1 — Underwriting Agreement
EX-1 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 1
DIRECTORS AND EXECUTIVE OFFICERS
OF PACIFICORP HOLDINGS, INC., PACIFICORP,
PACIFICORP FINANCIAL SERVICES, INC. AND
PACIFICORP CREDIT, INC.
(Note: footnote (*) appears at end of this Exhibit 1)
The directors and executive officers of PacifiCorp
Holdings, Inc. and PacifiCorp are as follows:
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PacifiCorp Holdings, Inc.
-------------------------
Name Title Principal Occupation
---- ----- --------------------
Frederick W. Buckman Director President and Chief Executive Officer
of PacifiCorp, an electric utility,
700 NE Multnomah, Suite 1600,
Portland, Oregon 97232; Chairman of
Board of PacifiCorp Holdings, Inc.,
700 NE Multnomah, Suite 1600,
Portland, Oregon 97232
C. Todd Conover Director President, The Vantage Company, 101
First Street, Suite 670, Los Altos,
California 94022
Michael C. Henderson Director, President and Vice President of PacifiCorp*;
Chief Executive Officer Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director, Chair,
President and Chief Executive Officer
of PacifiCorp Financial Services,
Inc., a financial services company
with offices at 825 NE Multnomah,
Suite 775, Portland, Oregon 97232
Nolan E. Karras Director Owner of Investment Management &
Research, Inc., an investment
advisory firm with offices at 4695
South 1900 West #3, Roy, Utah 84067
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
Financial Officer of PacifiCorp*;
Senior Vice President of PacifiCorp
Holdings, Inc.*; Senior Vice
President of PacifiCorp Financial
Services, Inc.*
Daniel L. Spalding Senior Vice President Senior Vice President of PacifiCorp*;
Senior Vice President of PacifiCorp
Holdings, Inc.*
Verl R. Topham Senior Vice President and Senior Vice President and General
General Counsel Counsel of PacifiCorp; Senior Vice
President and General Counsel of
PacifiCorp Holdings, Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*; Treasurer
of PacifiCorp Holdings, Inc.*
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*; Secretary
of PacifiCorp Holdings, Inc.*,
Secretary of PacifiCorp Financial
Services, Inc.*
Jacqueline S. Bell Controller Controller of PacifiCorp*; Controller
of PacifiCorp Holdings, Inc.*
All of the directors and executive officers of Pacific Holdings,
Inc. are U.S. citizens. The business address of each individual listed
above is the address shown for the individual's principal occupation. None
of the individuals listed has been, during the last five years, (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
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PacifiCorp
----------
Name Title Principal Occupation
---- ----- --------------------
Kathryn A. Braun Director Executive Vice President, Western
Digital Corporation, 8105 Irvine
Center Drive, Irvine, CA 92718
Frederick W. Buckman Director, Member of Corporate President and Chief Executive
Policy Group and President Officer of PacifiCorp*
President & Chief Executive
Officer
C. Todd Conover Director President of Vantage Company, 101
First Street, Suite 670, Los
Altos, California 94022
Richard C. Edgley Director Member of Presiding Bishopric,
The Church of Jesus Christ of
Latter-day Saints, 50 East North
Temple, 18th Floor, Salt Lake
City, Utah 84150
John C. Hampton Director Chairman of Hampton Affiliates,
Inc., a forest products company
with offices at Suite 400, 9400
SW Barnes Rd., Portland, Oregon
97225
Nolan E. Karras Director Owner of Investment Management &
Research, Inc., an investment
advisory firm with offices at
4695 South 1900 West #3, Roy,
Utah 84067
Keith R. McKennon Director and Chairman Chairman of the Board of
of the Board of Directors PacifiCorp*
Robert G. Miller Director Chairman of the Board and Chief
Executive Officer of Fred Meyer,
Inc., a retail merchandising
chain, with offices at 3800 SE
22nd, Portland, Oregon 97202
Verl R. Topham Director, Senior Vice Senior Vice President and
President and General General Counsel of PacifiCorp*;
Counsel of PacifiCorp Senior Vice President and
General Counsel of PacifiCorp
Holdings, Inc.*
Don M. Wheeler Director Chairman and Chief Executive
Officer, Wheeler Machinery
Company, an equipment sales,
repair and service firm with
offices at 4901 West 2100 South,
Salt Lake City, Utah 84120
Nancy Wilgenbusch Director President, Marylhurst College,
Marylhurst, Oregon, 97036
Peter I. Wold Director President, Wold Oil & Gas
Company, an oil and gas
exploration and production
company, with offices at 139 West
Second Street, Suite 200, Casper,
Wyoming 82602
Charles E. Robinson Member of Corporate Chairman, President and Chief
Policy Group Executive Officer of Pacific
Telecom, Inc., a
telecommunications holding
company with offices at 805
Broadway, P.O. Box 9901,
Vancouver, Washington 98668
John A. Bohling Senior Vice President Senior Vice President of
PacifiCorp*
Shelley R. Faigle Senior Vice President Senior Vice President of
PacifiCorp*
Paul G. Lorenzini Member of Corporate Senior Vice President of
Policy Group and Senior PacifiCorp*
Vice President of PacifiCorp
John E. Mooney Senior Vice President Senior Vice President of
PacifiCorp*
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
and Chief Financial Officer Financial Officer of PacifiCorp*;
Senior Vice President of
PacifiCorp Holdings, Inc.*
Daniel L. Spalding Senior Vice President Senior Vice President of
PacifiCorp*; Senior Vice
President of PacifiCorp Holdings,
Inc.*
Dennis P. Steinberg Senior Vice President Senior Vice President of
PacifiCorp*
Michael C. Henderson Vice President Vice President of PacifiCorp*;
Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director, Chair,
President and Chief Executive
Officer of PacifiCorp Financial
Services, Inc.*
Thomas J. Imeson Vice President Vice President of PacifiCorp*
Robert F. Lanz Vice President Vice President of PacifiCorp*
Sally A. Nofziger Vice President & Vice President and Corporate
Corporate Secretary Secretary of PacifiCorp*;
Secretary of PacifiCorp Holdings,
Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*;
Treasurer of PacifiCorp Holdings,
Inc.*
Jacqueline S. Bell Controller Controller of PacifiCorp*;
Controller of PacifiCorp
Holdings, Inc.*
All of the directors and executive officers of PacifiCorp are
U.S. citizens. The business address of each individual listed above is the
address shown for the individual's principal occupation. None of the
individuals listed has been, during the last five years, (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
_______________________
* The principal business and address of the corporation or
other organization for which the listed individual's principal
occupation is conducted is set forth at the first place at which
the name of such corporation or other organization appears in this
Exhibit 1.
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PacifiCorp Financial Services, Inc.
-----------------------------------
Name Title Principal Occupation
---- ----- --------------------
Michael C. Henderson Director, Chair, President Vice President of PacifiCorp,
and Chief Executive Officer Director, President and Chief
Executive Officer of PacifiCorp
Holdings, Inc.*; Director,
Chair, President and Chief
Executive Officer of PacifiCorp
Financial Services, Inc.*;
Director of PacifiCorp Credit,
Inc.*, 825 NE Multnomah, Suite
775, Portland, Oregon 97232
Craig N. Longfield Director, Senior Vice President Director, Senior Vice President
and Chief Operating Officer and Chief Operating Officer of
PacifiCorp Financial Services,
Inc.*; Director and President
of PacifiCorp Credit, Inc.*
Richard T. O'Brien Senior Vice President Senior Vice President and Chief
Financial Officer of
PacifiCorp*; Senior Vice
President of PacifiCorp
Holdings, Inc.*; Senior Vice
President of PacifiCorp
Financial Services, Inc.*
Reynold Roeder Vice President Vice President of PacifiCorp
Financial Services, Inc.; Vice
President of PacifiCorp Credit,
Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp
Financial Services, Inc.;
Treasurer of PacifiCorp*;
Treasurer of PacifiCorp
Holdings, Inc.*
Sally A. Nofziger Secretary Vice President and Corporate
Secretary of PacifiCorp*;
Secretary of PacifiCorp
Holdings, Inc.*; Secretary of
PacifiCorp Financial Services,
Inc.; Secretary of PacifiCorp
Credit, Inc.*
Peter J. Craven Controller Controller of PacifiCorp
Financial Services, Inc.*
All of the directors and executive officers of PacifiCorp
Financial Services, Inc. are U.S. citizens. The business address of each
individual listed above is the address shown for the individual's principal
occupation. None of the individuals listed has been, during the last five
years, (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
[Download Table]
PacifiCorp Credit, Inc.
-----------------------
Name Title Principal Occupation
---- ----- --------------------
Michael C. Henderson Director Director of PacifiCorp Credit,
Inc.*; Vice President of
PacifiCorp*; Director,
President and Chief Executive
Officer of PacifiCorp Holdings,
Inc.*; Director, President and
Chief Executive Officer of
PacifiCorp Financial Services,
Inc.*;
Craig N. Longfield President Director and Senior Vice
President and Chief Operating
Officer of PacifiCorp Financial
Services, Inc.*; Director and
President of PacifiCorp Credit,
Inc.*
Reynold Roeder Vice President Vice President of PacifiCorp
Credit, Inc.*; Vice President
of PacifiCorp Financial
Services, Inc.*; Vice President
of PacifiCorp Credit, Inc.*
William E. Peressini Treasurer Treasurer of PacifiCorp*;
Treasurer of PacifiCorp
Holdings, Inc.*; Treasurer of
PacifiCorp Financial Services,
Inc.*; Treasurer of PacifiCorp
Credit, Inc.*
Sally A. Nofziger Secretary Vice President and
Corporate Secretary of
PacifiCorp*; Secretary of
PacifiCorp Holdings, Inc.*;
Secretary of PacifiCorp
Financial Services, Inc.*;
Secretary of PacifiCorp
Credit, Inc.*
All of the directors and executive officers of PacifiCorp Credit,
Inc. are U.S. citizens. The business address of each individual listed
above is the address shown for the individual's principal occupation. None
of the individuals listed has been, during the last five years, (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
*The principal business and address of the corporation or other
organization for which the listed individual's principal occupation is
conducted is set forth at the first place at which the name of such
corporation or other organization appears in this Exhibit 1.
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