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, 2003 to March 31, 2004 (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 1.838 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.
| Date |
No. of ScottishPower Shares Issued |
Market Price/ And Sale Price Details per share (if other than market) |
Proceeds GBP |
Proceeds USD | ||||
| 2,091,329 | £3.53 | £7,457,943 | $13,707,700 |
Debt securities were issued by ScottishPower during the reporting period as detailed in the following table.
| Acquiring Company |
Initial Principal Amount |
Interest Rate |
Term of Loan |
USD at 3/31/04 | ||||
| None |
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:
None
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, 2004, ScottishPower’s consolidated retained earnings calculated in accordance with U.S. GAAP was USD $3,860 million.
B. ScottishPower’s aggregate investment, as defined in Rule 53, in EWGs and FUCOs as of March 31, 2004 was USD $2,113 million.
C. ScottishPower’s aggregate investment in EWGs and FUCOs as a percentage of its consolidated retained earnings was 55% as of March 31, 2004.
D. During the reporting period ScottishPower made no EWG and FUCO investments. The aggregate investments decreased during the year as a result of the re-categorisation of investments within group companies.
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
| Issuing Company |
Acquiring Company |
Initial Principal Amount |
Interest Rate |
Term of Loan |
USD at 3/31/04 | |||||
| NA1 |
N/A | N/A | N/A | N/A | N/A | |||||
| NA2 |
N/A | N/A | N/A | N/A | N/A | |||||
| PHI |
N/A | N/A | N/A | N/A | 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 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)
| Utility Subsidiary |
Description/Terms of Debt |
Amount Issued (USD) |
Maximum Outstanding |
Balance at 3/31/04 | ||||
| PacifiCorp |
Commercial Paper | $760,000,000* | $275,525,000 | $125,000,000 |
* Total Amount Issued during the reporting period includes aggregate total of each new issuance, some of which represent rollovers.
Commercial Paper issued with a rate range of 1.34% to 1.96%
No Money Pool borrowings were made during the reporting period.
| Net Amount On Deposit |
Net Amount of Borrowings | |||||
| PACIFICORP |
$ | -0- | $ | 13,917,336 | ||
| PACIFICORP GROUP HOLDINGS |
$ | 468,617,135 | $ | 94,002,152 | ||
| PACIFICORP FINANCIAL SRVS |
$ | 9,100,849 | $ | -0- | ||
| PPM ENERGY INC |
$ | 153,400,162 | $ | 594,350,241 | ||
| PACIFICORP HOLDINGS INC |
$ | 200,132,390 | $ | -0- | ||
| PACE |
$ | 1,340,882 | $ | -0- | ||
| PKE |
$ | 8,418,270 | $ | -0- | ||
| ENSTOR |
$ | 746,145 | $ | -0- | ||
| PMI |
$ | 13,904,297 | $ | -0- | ||
| PACIFICORP TRANS |
$ | 9,761 | $ | -0- | ||
| PECL |
$ | -0- | $ | 4,565,481 | ||
| KATY |
$ | -0- | $ | 148,834,681 | ||
| $ | 855,669,891 | $ | 855,669,891 |
* 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 Exhibit 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: Please see Exhibit A-5 attached hereto.
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 30, 2004
EXHIBIT INDEX
| Exhibit No. |
Description |
Page | ||
| Exhibit A-1 | Aggregate Amount of ScottishPower/ PacifiCorp Securities Issued Since October 1, 2003 and Outstanding as of the End of the Reporting Period | Filed herewith | ||
| Exhibit A-2 | Retained Earnings Analysis of PacifiCorp | Filed herewith | ||
| Exhibit A-3 | ScottishPower March 31, 2004 Rule 24 Capitalization Table | Filed herewith | ||
| Exhibit A-4 | Capital Structure of PacifiCorp Group Companies | Filed herewith | ||
| Exhibit A-5 | Copies of ScottishPower’s Filing on Form 20-F and semiannual reports to shareholders | Filed herewith | ||