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Pacificorp/OR, et al. – ‘SC 13D’ on 12/15/95 re: Comdial Corp – EX-1

As of:  Friday, 12/15/95   ·   Accession #:  893877-95-171   ·   File #:  5-31140

Previous ‘SC 13D’:  ‘SC 13D’ on 9/28/95   ·   Next:  ‘SC 13D’ on 5/5/97   ·   Latest:  ‘SC 13D/A’ on 5/22/98

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/15/95  Pacificorp/OR                     SC 13D                 4:33K  Comdial Corp                      Stoel Rives LLP/FA
          Pacificorp
          Pacificorp/OR
          Pacificorp Credit, Inc.
          Pacificorp Financial Services, Inc.
          Pacificorp Holdings, Inc.

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-11st Page of 9TOCTopPreviousNextBottomJust 1st
 

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: [Enlarge/Download Table] 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
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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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[Enlarge/Download Table] 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.*
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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.*
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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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[Enlarge/Download Table] 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.*
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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.
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[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.*
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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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Filing Submission 0000893877-95-000171   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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