International Release no. 1236 File No. 70-9669
CERTIFICATE OF NOTIFICATION
(RULE 24)
SECURITIES AND EXCHANGE COMMISSION
BY
Scottish Power plc
In accordance with the order of the Securities and Exchange Commission
dated December 6, 2000, Holding Company Act Release No. 27290(the "Order"),
Scottish Power plc ("ScottishPower")hereby submits its report for the period
October 1, 2001 to March 31, 2002(the "Reporting Period"). The following is a
listing of the applicable reporting requirements contained in the Order (each, a
"Reporting Requirement"), together with the response thereto. Unless otherwise
defined herein, all capitalized terms in this Certificate of Notification shall
have the meaning set forth in the Order.
In this report, a conversion ratio of 1 GBP to 1.424 USD has been used.
Reporting Requirement No. 1: The principal amount, interest rate, term, number
of shares, market price per share, sales price per share (if other than market
price) and aggregate proceeds, as applicable, of any securities issued by
ScottishPower during the reporting period, including securities issued to
dividend reinvestment plans and employee benefit plans.
Response: Ordinary shares were issued by ScottishPower as detailed in the
following table.
Market Price/
Date No. of ScottishPower And Sale Price
Ordinary Details per share(if Proceeds Proceeds
Shares Issued other than market) GBP USD
1,901,136 (pound)4.03 (pound)7,670,492 $10,922,781
Debt securities were issued by ScottishPower as detailed in the following table.
Initial
Acquiring Principal Interest Term of USD
Company Amount Rate Loan at 3/31/02
Royal Bank $71,200,000 4.393750% 12/20/01-02/20/02
of Scotland plc $71,200,000 4.362500% 02/20/02-03/20/02
$71,200,000 4.362500% 03/20/02-04/22/02$71,200,000
Bank of Tokyo $71,200,000 4.476100% 12/20/01-01/21/02
Mitsubishi $71,200,000 4.415625% 01/21/02-02/21/02
$71,200,000 4.415625% 02/21/02-03/21/02
$71,200,000 4.525625% 03/21/02-04/22/02$71,200,000
Reporting Requirement No. 2: The amount of guarantees issued during the
reporting period by ScottishPower or PacifiCorp, the name of the beneficiary of
the guarantee and the terms and purpose of the guarantee.
Response: No guarantees were issued by ScottishPower or PacifiCorp during
the reporting period.
Reporting Requirement No. 3: ScottishPower's aggregate investment, as defined
under rule 53, in EWGs and FUCOs as of the end of the reporting period in
dollars and as a percentage of
ScottishPower's consolidated retained earnings, and a description of EWG and
FUCO investments made during the reporting period.
Response:
A. As of March 31, 2002, ScottishPower's consolidated retained earnings
calculated in accordance with U.S. GAAP was USD $3,197 million.
B. ScottishPower's aggregate investment, as defined in Rule 53, in
EWGs and FUCOs as of March 31, 2002 was USD $2,117 million.
C. ScottishPower's aggregate investment in EWGs and FUCOs as a percentage
of its consolidated retained earnings was 66% as of March 31, 2002.
D. During the reporting period no EWG and FUCO investments were made. The
aggregate investment in FUCOs decreased as a result of exchange rate effects.
Reporting Requirement No. 4: The aggregate amount of securities and the
aggregate amount of guarantees issued and outstanding by ScottishPower or if
not exempt under the Act, by PacifiCorp since the date of the Order.
Response: Please see Exhibit A-1 attached hereto.
Reporting Requirement No. 5: A list of the securities issued by the Intermediate
Holding Companies during the reporting period, including principal amount,
interest rate, term, number of shares and aggregate proceeds, as applicable,
with the acquiring company identified
Initial
Issuing Acquiring Principal Interest Term of USD
Company Company Amount Rate Loan at 3/31/02
NA1 N/A N/A N/A N/A N/A
NA2 N/A N/A N/A N/A N/A
NAGP Royal Bank $274,012,386 2.80% 10/29/01-11/29/01
of Scotland $ 84,116,315 2.52% 11/13/01-11/29/01
$359,729,122 2.50% 11/29/01-12/31/01
$360,000,000 2.35% 12/31/01-01/31/02
$360,000,000 2.28% 01/31/02-02/28/02
$360,000,000 2.26% 02/28/02-03/19/02 N/A
Reporting Requirement No. 6: The amount and terms of any short-term debt issued
by PacifiCorp or by any PacifiCorp Subsidiary, and a list of the deposits and
withdrawals by any PacifiCorp or any PacifiCorp Subsidiary from Money Pool.
Response:
Short-Term Debt Issued by PacifiCorp
During the Reporting Period
(excluding money pool borrowings reported below)
Description/Terms Amount Maximum Balance at
Utility Subsidiary of Debt Issued (USD) Outstanding 03/31/02
PacifiCorp Commercial Paper $8,172,709,000 *247,503,000 $176,583,000
*Total Amount Issued during the reporting period includes aggregate total of
each overnight borrowing (average overnight trade $62,000,000 each day)and all
other issues, some of which represent rollovers.
Commercial Paper issued with a rate range of 1.81% to 3.31%.
No Money Pool borrowings were made during the reporting period.
Net Amount Net Amount
on Deposit of Borrowings
PACIFICORP $0 $13,157,906
PACIFICORP GROUP HOLDINGS $247,907,884 $12,751,249
PACIFICORP FINANCIAL SRVS $6,135,211 $0
PACIFICORP POWER MARKETING $0 $246,685,585
PACE $374,818 $0
PKE $6,241,220 $0
PIMI $0 $0
PMI $12,161,297 $0
PACIFICORP TRANS $0 $225,690
-------------- -----------
$272,820,430 $272,820,430
* A list of all deposits and withdrawals during the reporting period for each
company is available to the SEC staff upon request.
Reporting Requirement No. 7: The amount and terms of any nonexempt financings
consummated during the period by PacifiCorp during the reporting period.
Response: None
Reporting Requirement No. 8: The amount and terms of any nonexempt financings
consummated by any non-utility PacifiCorp Subsidiary.
Response: None
Reporting Requirement No. 9: A table showing, as of the end of the reporting
period, the dollar and percentage components of the capital structures of
ScottishPower and PacifiCorp.
Response:
For ScottishPower see Exhibits A-3 attached hereto.
For the PacifiCorp Group companies, please see Exhibit A-4 attached hereto.
Reporting Requirement 10: Copies of ScottishPower's filings on Form 20-F and
semiannual reports to shareholders.
Response: Filed under cover of Form SE as Exhibit A-5.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this certificate of notification
(Commission's File No. 70-9669) to be signed on its behalf by the undersigned
thereunto duly authorized.
SCOTTISH POWER PLC
By: /s/ David T. Nish
-------------------------
David T. Nish
Finance Director
Date: June 28, 2002
EXHIBIT INDEX
Exhibit No. Description Page
------------- ------------ -----
Exhibit A-1 Aggregate Amount of ScottishPower/ Filed herewith
PacifiCorp Securities Issued Since
October 1, 2001 and Outstanding as of the
End of the Reporting Period
Exhibit A-2 Retained Earnings Analysis Filed herewith
of PacifiCorp
Exhibit A-3 ScottishPower Filed herewith
March 31, 2002 Rule 24
Capitalization Table
Exhibit A-4 Capital Structure of Filed herewith
PacifiCorp Group Companies
Exhibit A-5 Copies of ScottishPower's Filed under cover
Filing on Form 20-F and of Form SE
semiannual reports to
shareholders