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NERCO SCHEDULES SPECIAL SHAREHOLDERS MEETING, ANNOUNCES FIRST-QUARTER RESULTS

 PORTLAND, Ore., May 4 /PRNewswire/ -- NERCO Inc. (NYSE: NER) announced today that the closing of the transactions contemplated by the merger agreement between NERCO, PacifiCorp Holdings Inc., Kennecott Corp. and A and M Acquisition Corp., a wholly owned subsidiary of RTZ America Inc. (NYSE: RTZ), the parent company of Kennecott, is currently expected to occur in early June. A special meeting of shareholders is scheduled to be held on Friday, May 14. Further, all remaining third-party consents and approvals required in connection with the merger are currently expected to be received in late May or early June.
 On April 30, NERCO, PacifiCorp Holdings, Kennecott and A and M Acquisition Corp. entered into agreements concerning certain merger matters. Kennecott and A and M Acquisition Corp. waived the satisfaction of certain conditions to closing relating to the accuracy of certain representations and warranties of NERCO contained in the merger agreement, including those relating to title to NERCO's properties. Kennecott and A and M Acquisition Corp. also acknowledged, based in part on representations of certain officers of NERCO and PacifiCorp Holdings, that, as of April 30, NERCO and PacifiCorp Holdings have performed all material covenants in the merger agreement and that there has been no change likely to have a material adverse effect. NERCO waived satisfaction of the condition to its obligation to close relating to the environmental indemnity obligations of PacifiCorp Holdings. In addition, NERCO and PacifiCorp Holdings have acknowledged that, as of April 30, Kennecott and A and M Acquisition Corp. have performed all material covenants in the merger agreement. In connection with the foregoing, the parties entered into an agreement that permits Kennecott to solicit preliminary indications of interest from prospective buyers of NERCO's oil and gas properties.
 NERCO Inc. also reported its results for the first quarter ended March 31, 1993, including net income of $13.5 million, or 34 cents per share. This compares with a net loss of $178.2 million, or $4.55 per share, for the same period a year ago. First-quarter 1992 results included after-tax charges of $178 million to reduce the carrying value of the company's oil and gas assets and for estimated losses on asset dispositions.
 In February 1993, the company formalized its plan to sell or otherwise dispose of its investment in its precious metals business. As a result, operating results of NERCO Minerals Co. have been classified separately as discontinued operations.
 The company reported first-quarter operating income of $15.7 million from continuing operations, compared to an operating loss of $271.9 million for the comparable period last year. Without the 1992 write-downs, the company's operating income would have been $10 million during the first quarter of 1992.
 Interest expense during the 1993 period was $11 million, or $1 million less than the comparable 1992 period due to lower debt balances and lower interest rates. An income tax benefit of $8.8 million was recorded during the 1993 period due to tax benefits associated with assets sold in the first quarter of 1993.
 Consolidated revenues from continuing operations for the first quarter of 1993 fell 10 percent to $128 million from $142 million for the prior period primarily due to the sale or transfer of certain eastern coal operations during 1992 and early 1993.
 Complete financial statements and segment results will be included in the company's 1993 first-quarter Form 10-Q, to be filed with the SEC by May 17.
 In another matter, NERCO announced that on April 26, Independence Mining Co. Inc. acquired all of the outstanding stock of Pikes Peak Mining Co., a subsidiary of NERCO Minerals Co., for $21 million. Pikes Peak is the operator and majority interest owner (67 percent) of the Cripple Creek and Victor Gold Mining Co., a joint venture operating near Cripple Creek, Colo. Independence is a direct subsidiary of Minorco (U.S.A.) Inc. and an indirect subsidiary of Minorco (NASDAQ: MNRCY).
 NERCO Inc. is a natural resource company with interests in low- sulfur coal, oil and natural gas. Approximately 82 percent of NERCO's common stock is beneficially owned by PacifiCorp (NYSE: PPW).
 -0- 5/4/93
 /CONTACT: John C. Cummings, 503-731-6649, or Richard T. O'Brien, 503-731-6732, both of NERCO/
 (NER RTZ MNRCY PPW)


CO: NERCO Inc.; PacifiCorp Holdings Inc.; Kennecott Corp.;
 A and M Acquisition Corp.; RTZ America Inc.; PacifiCorp ST: Oregon IN: OIL MNG SU: ERN


LM -- SE011 -- 4458 05/04/93 15:30 EDT
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Publication:PR Newswire
Date:May 4, 1993
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