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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _____ TO _____
Commission file number 1-3701
THE INVESTMENT AND EMPLOYEE STOCK
OWNERSHIP PLAN FOR EMPLOYEES OF
THE WASHINGTON WATER POWER COMPANY
(Full Title of the Plan)
THE WASHINGTON WATER POWER COMPANY
1411 East Mission Avenue
Spokane, Washington 99202-2600
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
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Item 1. CHANGES IN THE PLAN
Effective January 1, 1990, the Plan was retitled The Investment and
Employee Stock Ownership Plan for Employees of The Washington Water Power
Company and amended and restated to comply with numerous changes mandated by
the Tax Reform Act of 1986, to allow for the transfer of shares of common stock
of the Company and/or rollovers of a distribution from the terminated
Payroll-Based Stock Ownership Plan or other qualified plans, to create two new
pre-tax investment options, and to add a leveraged employee stock ownership
feature to the Plan which authorizes the Plan Trustee to borrow funds for the
purpose of purchasing the Company's common stock for the benefit of
Participants in the Plan.
Item 2. CHANGES IN INVESTMENT POLICY
Effective January 1, 1990, two additional investment options became
available for Employee Contributions, bringing the total number of investment
options to six. The first additional option, the Equity I Fund, invests
primarily in growth common stocks. The second additional option, the Company
Stock Fund, allows for investment of Employee Contributions in the Company's
Common Stock. Such Company Common Stock investments may be purchased by the
Trustee in the open market or from the Company.
Effective July 1, 1993, the Low Volatility Fund (previously named the
Cash Reserve Fund or Money Market Fund) was combined with the Capital
Preservation Fund (previously named the GIC Fund) since both were essentially
low risk, money market type funds. On the same date, a new investment option
became available entitled the Small Capitalization Fund, which allows equity
investments in smaller companies with a potential for a higher return with the
corresponding higher risk. With these changes the total number of investment
options remains at six.
Item 3. CONTRIBUTIONS UNDER THE PLAN
The Company made the following contributions to the Plan in the past
five fiscal years:
<TABLE>
<CAPTION>
Year of Employee Employer Total
Contributions Contributions Contributions Contributions
------------- ------------- ------------- -------------
<S> <C> <C> <C>
1989 $ 2,574,860 $ 933,106 $ 3,507,966
1990 8,076,924 1,276,148 9,353,072
1991 3,587,466 1,747,554 5,335,020
1992 4,356,659 2,085,270 6,441,929
1993 4,678,885 2,299,984 6,978,869
----------- ---------- -----------
Totals $23,274,794 $8,342,062 $31,616,856
</TABLE>
Item 4. PARTICIPATING EMPLOYEES
As of December 31, 1993, there were 1,329 participants, 1,250 of whom
were active employees, and 79 of whom were retired or separated participants
entitled to future benefits.
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Item 5. ADMINISTRATION OF THE PLAN
The Plan is administered by a committee (the "Employee Benefits
Committee") consisting of the following members:
<TABLE>
<CAPTION>
Employee Benefits
Committee Member Position Held With The Company
---------------- ------------------------------
<S> <C>
R. D. Fukai Vice President - Corporate Services, Human
Resources & Marketing and Chairman
of the Employee Benefits Committee
J. E. Eliassen Vice President - Finance & Chief
Financial Officer
JoAnn G. Matthiesen Vice President - Organization Effectiveness &
Public Relations and Assistant to the Chairman
B. Jean Silver Member of the Board of Directors of the Company
Larry A. Stanley Member of the Board of Directors of the Company
</TABLE>
The official address of the Employee Benefits Committee is in care of
The Washington Water Power Company, 1411 East Mission Avenue, Spokane,
Washington 99202-2600. The Employee Benefits Committee controls the
management, operation and administration of the Plan. The powers and duties of
the Employee Benefits Committee include but are not limited to the following:
(1) construing and interpreting the Plan in accordance with uniform rules and
regulations; (2) deciding the eligibility of any persons to be covered under
the Plan, determining the right of any Participant to a benefit and determining
the amount, manner and time of any benefit, in accordance with the provisions
of the Plan; (3) prescribing procedures to be followed by Participants in
filing applications for benefits; (4) prescribing procedures for redress of
denied claims to be afforded to Participants and beneficiaries under the Plan;
(5) issuing directions to the Trustee in connection with all benefits which are
to be paid in accordance with provisions of the Plan; (6) requiring from the
Company and Participants such information as shall be necessary for the proper
administration of the Plan; (7) furnishing to the Company appropriate periodic
reports covering the administration of the Plan; (8) receiving and reviewing
periodic accounting reports of the Trustee and (9) appointing or employing
advisers of the Plan as it shall deem necessary or desirable to advise the
Employee Benefits Committee in the management, administration, interpretation
and application of the Plan.
No compensation was paid by the Plan to any Employee Benefits
Committee member for services performed in that capacity during the fiscal year
ended December 31, 1993.
Item 6. CUSTODIAN OF INVESTMENTS
Capital Trust Company (the "Trustee") receives all contributions made
with respect to the Plan and directs the investment of the same in accordance
with the terms of the Plan, holds all of the Plan assets in trust and makes
distributions upon instructions from the Employee Benefits Committee. The
address of the Trustee is:
Capital Trust Company
4380 S.W. Macadam Ave., Suite 4380
Portland OR 97201
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In 1993 no compensation was paid to any party by the Plan.
The Trustee has furnished a $5,000,000 fidelity bond with respect to
custody of Plan assets.
Item 7. REPORTS TO PARTICIPATING EMPLOYEES
All employees participating in the Plan during any fiscal year receive
a copy of a Summary Annual Report containing a summary of the audited financial
statements of the Plan for that fiscal year. In September 1993, Participants
were provided with the Summary Annual Report for 1992.
Each Participant in the Plan also receives for each quarter of a Plan
year a report of his individual account showing transactions during the
quarter, quarter-end balances, cumulative transactions since the beginning of
participation in the Plan by such employee and a current market valuation of
the account as of the end of the reported quarter. These reports were provided
to Participants in January, April, July and October 1993 for the previous
calendar quarter.
Item 8. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
"In lieu of the requirements, plans subject to ERISA may
file plan financial statements and schedules prepared
in accordance with the financial reporting requirements
of ERISA. To the extent required by ERISA, the plan
financial statements shall be examined by an independent
accountant, except that the "limited scope exemption"
contained in Section 103(a)(3)(C) of ERISA shall not
be available."
The financial statements and supplemental schedules
normally appearing here have been filed with the
Securities & Exchange Commission in paper format
under cover of Form SE dated July 6, 1994.
(b) Exhibits
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Employee Benefits Committee for The Investment and Employee Stock Ownership
Plan for Employees of The Washington Water Power Company has duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
THE INVESTMENT AND EMPLOYEE STOCK
OWNERSHIP PLAN FOR EMPLOYEES OF THE
WASHINGTON WATER POWER COMPANY
By /s/ R. D. Fukai
------------------------------------
R. D. Fukai
Employee Benefits Committee Chairman
July 7, 1994
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