<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE WASHINGTON WATER POWER COMPANY
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-0462470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1411 East Mission Avenue
Spokane, Washington 99202-2600
(509) 489-0500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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THE INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN FOR
EMPLOYEES OF
THE WASHINGTON WATER POWER COMPANY
(Full Title of the Plan)
J.E. ELIASSEN, Vice President - Finance J. ANTHONY TERRELL
& Chief Financial Officer Reid & Priest
The Washington Water Power Company 40 West 57th Street
1411 East Mission Avenue New York, New York 10019
Spokane, Washington 99202-2600 (212) 609-2000
(509) 489-0500
(Names, addresses and telephone numbers, including area codes,
of agents for service)
--------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of each class Amount maximum maximum
of securities to be offering price aggregate Amount of
to be registered registered per unit(1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (no par value) . . . . . 1,000,000 shares $14.75 $14,750,000 $5,087
Preferred Share Purchase Rights . . . 1,000,000 rights(2) (3)
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee. The
estimated offering price for the Common Stock is based on the average of
the high and low sale price on the composite tape on July 21, 1994,
pursuant to Rule 457(c).
(2) The Preferred Share Purchase Rights ("Rights") are appurtenant to and will
trade with the Common Stock. The value attributable to the Rights, if any,
is reflected in the market price of the Common Stock.
(3) Since no separate consideration is paid for the Rights, the registration
fee for such securities is included in the fee for the Common Stock.
* * * * * * * * * *
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
Pursuant to Rule 429, the prospectus included as part of this Registration
Statement will be used as a combined prospectus in connection with this
Registration Statement and Registration Statement No. 33-32148.
<PAGE> 2
THE WASHINGTON WATER POWER COMPANY
THE INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN FOR
EMPLOYEES OF
THE WASHINGTON WATER POWER COMPANY
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Washington Water Power Company (the "Company") hereby incorporates
herein by reference (1) the Company's Annual Report on Form 10-K for the year
ended December 31, 1993, (2) the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 and (3) the Current Report on Form 8-K dated June 27,
1994. The Investment and Employee Stock Ownership Plan for Employees of The
Washington Water Power Company (the "Plan") hereby incorporates herein by
reference its Annual Report on Form 11-K for the year ended December 31, 1993.
All documents subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the respective dates of filing thereof. Any statement
contained in an incorporated document shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any
subsequently filed incorporated document modifies or supersedes such
statements.
The Company's Current Report on Form 8-K, dated June 27, 1994 (the
"Form 8-K"), referred to above, reports that on June 27, 1994, the Company,
Sierra Pacific Resources ("SPR"), Sierra Pacific Power Company ("SPPC") and WPM
Corp. entered into an Agreement and Plan of Reorganization and Merger (the
"Merger Agreement") providing for the combination of the Company, SPR and SPPC.
Among other things, under the terms of the Merger Agreement, each outstanding
share of common stock of the Company will be converted into the right to
receive one share of common stock of WPM Corp. Upon or prior to the
consummation of the merger, WPM Corp. will be renamed Resources West Energy
Corporation. Reference is hereby made to the Form 8-K and the Merger Agreement,
incorporated by reference as an exhibit hereto.
ITEM 4. DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 10,000,000
shares of Preferred Stock, cumulative, without nominal or par value, which is
issuable in series, and 200,000,000 shares of Common Stock without nominal or
par value. Following is a brief description of certain of the rights and
privileges attaching to the Common Stock of the Company. For a complete
description, reference is made to the Company's Restated Articles of
Incorporation, as amended (the "Articles"), and to the laws of the State of
Washington. The following summary, which does not purport to be complete, is
qualified in its entirety by such reference.
DIVIDEND RIGHTS
After full provision for all Preferred Stock dividends declared or in
arrears, the holders of Common Stock of the Company are entitled to receive such
dividends as may be lawfully declared from time to time by the Board of
Directors of the Company.
VOTING RIGHTS
The holders of the Common Stock have sole voting power, except as
indicated below or as otherwise provided by law, and each holder of Common
Stock is entitled to vote cumulatively for the election of directors. If
dividends payable on any shares of Preferred Stock shall be in arrears in an
amount equal to the aggregate amount of dividends accumulated on such shares of
Preferred Stock over the eighteen (18) month period ended on such date, the
holders of such stock become entitled, as one class, to elect a majority of the
Board of Directors, which right does not cease until all defaults in the
payment of dividends on the Preferred Stock shall have been cured. In addition,
the consent of various proportions of the Preferred Stock at the time
outstanding is required to adopt any amendment to the Articles which would
authorize any new class of stock ranking prior to or on a parity with the
Preferred Stock as to certain matters, to increase the authorized number of
shares of the Preferred Stock or to change any of the rights or preferences of
outstanding Preferred Stock.
CLASSIFIED BOARD OF DIRECTORS
Both the Articles and the Company's Bylaws, as amended (the "Bylaws")
provided for a Board of Directors divided into three classes, each of which
will generally serve for a term of three years, with only one class of
directors being elected in each year. The Articles and Bylaws also provide that
directors may be removed only for cause and only by the affirmative vote of the
holders of at least a majority of the Common Stock. The Articles and Bylaws
further require an affirmative vote of the holders of at least 80% of the
Common Stock to alter, amend or repeal the provisions relating to the
classification of the Board of Directors and the removal of members from, and
the filling of vacancies on, the Board of Directors.
II-1
<PAGE> 3
CHANGE IN CONTROL
The Articles contain a "fair price" provision which requires the
affirmative vote of the holders of at least 80% of the Common Stock for the
consummation of certain business combinations, including mergers,
consolidations, recapitalizations, certain dispositions of assets, certain
issuances of securities, liquidations and dissolutions involving the Company
and a person or entity who is or, under certain circumstances, was, a
beneficial owner of 10% or more of the outstanding shares of Common Stock (an
"Interested Shareholder") unless (a) such business combination shall have been
approved by a majority of the directors unaffiliated with the Interested
Shareholder or (b) certain minimum price and procedural requirements are met.
The Articles provide that the "fair price" provision may be altered, amended or
repealed only by the affirmative vote of the holders of at least 80% of the
Common Stock.
PREFERRED SHARE PURCHASE RIGHTS
Reference is made to the Rights Agreement, dated as of February 16,
1990, as amended ("Rights Agreement"), between the Company and The Bank of New
York, successor Rights Agent to First Chicago Trust Company of New York, filed
with the Securities and Exchange Commission. The following statements are
qualified in their entirety by such reference.
The Company has adopted a shareholder rights plan pursuant to which
holders of Common Stock outstanding on March 2, 1990 or issued thereafter have
been granted one preferred share purchase right ("Right") on each outstanding
share of Common Stock. The description and terms of the Rights are set forth in
the Rights Agreement. Certain of the capitalized terms used in the following
description have the meanings set forth in the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to
an offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company prior to the time that a
person or group has acquired beneficial ownership of 10% or more of the Common
Stock since until such time the Rights may be redeemed as hereinafter
described.
Each Right, initially evidenced by and traded with the shares of Common
Stock, entitles the registered holder to purchase one two-hundredth of a share
of Preferred Stock of the Company, without par value ("Preferred Shares"), at
an exercise price of $40, subject to certain adjustments, regulatory approval
and other specified conditions. The Rights will be exercisable only if a person
or group acquires 10% or more of the Common Stock or announces a tender offer,
the consummation of which would result in the beneficial ownership by a person
or group of 10% or more of the Common Stock.
If any person or group acquires 10% or more of the outstanding Common
Stock, each Right will entitle its holder (other than such person or members of
such group), subject to regulatory approval and other specified conditions, to
purchase that number of shares of Common Stock or Preferred Shares having a
market value of twice the Right's exercise price. In addition, in the event that
any person or group has acquired 10% or more of the outstanding Common Stock or
the Company consolidates or merges with or into, or sells 50% or more of its
assets or earning power to, any person or group, or engages in certain
"self-dealing" transactions with any person or group owning 10% or more of the
outstanding Common Stock, proper provision will be made so that each Right
would thereafter entitle its holder to purchase that number of the acquiring
company's common shares having a market value at that time of twice the Right's
exercise price.
At any time after a person or group acquires more than 10% but less
than 50% of the outstanding Common Stock, the Board of Directors of the Company
may, subject to any necessary regulatory approval, require each outstanding
Right to be exchanged for one share of Common Stock or cash, securities or
other assets having a value equal to the market value of one share of Common
Stock.
The Rights may be redeemed, at a redemption price of $.005 per Right,
by the Board of Directors of the Company at any time until any person or group
has acquired 10% or more of the Common Stock. Under certain circumstances, the
decision to redeem the Rights will require the concurrence of a majority of the
Continuing Directors. The Rights will expire on the earlier of February 16,
2000 and the effective time of the merger.
LIQUIDATION RIGHTS
In the event of any liquidation of the Company, after satisfaction of
the preferential liquidation rights of the Preferred Stock, the holders of the
Common Stock would be entitled to share ratably in all assets of the Company
available for distribution to stockholders.
PRE-EMPTIVE RIGHTS
No holder of any stock of the Company has any pre-emptive rights.
MISCELLANEOUS
The presently outstanding shares of Common Stock of the Company are
fully paid and nonassessable and, upon the sales as herein described, the
shares of Common Stock will continue to be fully paid and nonassessable.
The Common Stock of the Company is listed on the New York and Pacific
Stock Exchanges.
II-2
<PAGE> 4
The New York Transfer Agent and Registrar for the Common Stock is The
Bank of New York, 101 Barclay Street, 11th Floor, New York, New York 10286. The
Company, P.O. Box 3647, Spokane, Washington 99220-3647, is an additional
Transfer Agent and Registrar for the Common Stock.
VALIDITY OF COMMON STOCK
The validity of the Common Stock issued by the Company under the Plan
has been passed upon for the Company by Paine, Hamblen, Coffin, Brooke &
Miller, Spokane, Washington, General Counsel for the Company and Reid & Priest,
New York, New York. Reid & Priest has relied as to all matters of Washington,
California, Idaho, Montana and Oregon law upon the opinion of Paine, Hamblen,
Coffin, Brooke & Miller. Paine, Hamblen, Coffin, Brooke & Miller and Reid &
Priest are not aware of any court decision applying Washington law that
addresses plans similar to the Rights Agreement. However, such counsel have
concluded that a court applying such law, in the context of the authorization
and issuance of shareholder rights similar to the Rights, after giving effect
to reported court decisions concerning the "business judgment rule" under
Washington State law, would most likely look to and apply Delaware corporate
law. Accordingly, the opinions of such counsel, insofar as the Rights are
concerned, are based upon such conclusion, and Paine, Hamblen, Coffin, Brooke &
Miller has relied as to such matters of Delaware corporate law upon the opinion
of Reid & Priest.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements and related financial statement
schedules incorporated in this registration statement by reference included in
the Company's Annual Report on Form 10-K have been audited by Deloitte &
Touche, independent auditors, as stated in their reports, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting.
The financial statements and related supplemental schedules of the Plan
included in the Annual Report on Form 11-K incorporated in this registration
statement by reference have been audited by LeMaster & Daniels, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Articles provides, in part, as follows:
"The Corporation shall, to the full extent permitted by
applicable law, as from time to time in effect, indemnify any person
made a party to, or otherwise involved in, any proceeding by reason of
the fact that he or she is or was a director of the Corporation against
judgments, penalties, fines, settlements and reasonable expenses
actually incurred by him or her in connection with any such proceeding.
The Corporation shall pay any reasonable expenses incurred by a
director in connection with any such proceeding in advance of the final
determination thereof upon receipt from such director of such
undertakings for repayment as may be required by applicable law and a
written affirmation by such director that he or she has met the
standard of conduct necessary for indemnification, but without any
prior determination, which would otherwise be required by Washington
law, that such standard of conduct has been met. The Corporation may
enter into agreements with each director obligating the Corporation to
make such indemnification and advances of expenses as are contemplated
herein. Notwithstanding the foregoing, the Corporation shall not make
any indemnification or advance which is prohibited by applicable law.
The rights to indemnity and advancement of expenses granted herein
shall continue as to any person who has ceased to be a director and
shall inure to the benefit of the heirs, executors and administrators
of such a person."
The Company has entered into indemnification agreements with each
director as contemplated in Article Seventh of the Articles.
Article IX of the Company's Bylaws contains a similar provision as that
contained in the Articles and in addition, provides in part, as follows:
"SECTION 2. LIABILITY INSURANCE. The Corporation shall have
the power to purchase and maintain insurance on behalf of any person
who is, or was a director, officer, employee, or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, other enterprise, or employee
benefit plan against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against
such liability under the laws of the State of Washington."
Reference is made to Washington business corporation act 23B.08.510,
which sets forth the extent to which indemnification is permitted under the
laws of the State of Washington.
II-3
<PAGE> 5
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the Company out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
The Merger Agreement provides for indemnification by a WPM Corp., to
the fullest extent not prohibited by applicable law, after the effective time
of the merger, of present and former officers and directors of the Company
against certain liabilities arising out of or pertaining to acts or omissions,
occurring at or prior to the effective time, that arise out of or are based
upon such services as an officer or director that arise from or pertain to
transactions contemplated by the Merger Agreement.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index on page II-9 hereof.
The undersigned registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the Prospectus any facts or
events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; or (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the registrant need not file a post-effective
amendment to include the information required to be included by
subsection (i) or (ii) if such information is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act, which are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each
filing of the Plan's annual report pursuant to Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 6
POWER OF ATTORNEY
The Registrant hereby appoints each Agent for Service named in this
Registration Statement as its attorney-in-fact to sign in its name and behalf,
and to file with the Commission, any and all amendments, including
post-effective amendments, to this Registration Statement, and each director
and/or officer of the Registrant whose signature appears below hereby appoints
each such Agent for Service as his attorney-in-fact with like authority to sign
in his name and behalf, in any and all capacities stated below, and to file
with the Commission, any and all such amendments.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Spokane and State of Washington on
the 27th day of July, 1994.
THE WASHINGTON WATER POWER COMPANY
By /s/ PAUL A. REDMOND
------------------------------------
PAUL A. REDMOND
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ -----
<S> <C> <C>
/s/ PAUL A. REDMOND Principal Executive July 27, 1994
- ------------------------------------------------------ Officer and Director
PAUL A. REDMOND (CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER)
/s/ J.E. ELIASSEN Principal July 27, 1994
- ------------------------------------------------------ Financial and
J.E. ELIASSEN (VICE PRESIDENT--FINANCE Accounting Officer
AND CHIEF FINANCIAL OFFICER)
/s/ DAVID A. CLACK
- ------------------------------------------------------ Director July 27, 1994
DAVID A. CLACK
/s/ DUANE B. HAGADONE
- ------------------------------------------------------ Director July 27, 1994
DUANE B. HAGADONE
/s/ ROBERT S. JEPSON JR.
- ------------------------------------------------------ Director July 27, 1994
ROBERT S. JEPSON JR.
/s/ EUGENE W. MEYER
- ------------------------------------------------------ Director July 27, 1994
EUGENE W. MEYER
- ------------------------------------------------------ Director
GENERAL H. NORMAN SCHWARZKOPF
/s/ B. JEAN SILVER
- ------------------------------------------------------ Director July 27, 1994
B. JEAN SILVER
/s/ LARRY A. STANLEY
- ------------------------------------------------------ Director July 27, 1994
LARRY A. STANLEY
/s/ R. JOHN TAYLOR
- ------------------------------------------------------ Director July 27, 1994
R. JOHN TAYLOR
/s/ EUGENE THOMPSON
- ------------------------------------------------------ Director July 27, 1994
EUGENE THOMPSON
</TABLE>
II-5
<PAGE> 7
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the members of The Washington Water Power Employee Benefits Committee have
duly caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Spokane and State of
Washington, on the 27th day of July, 1994.
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
II-6
<PAGE> 8
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Washington Water Power Company on Form S-8 of our reports
dated January 28, 1994 (February 15, 1994, as to Note 14), appearing in the
Annual Report on Form 10-K of The Washington Water Power Company for the year
ended December 31, 1993, and to the reference to us under the heading
"Interests of Named Experts and Counsel", which is part of this Registration
Statement.
/s/ DELOITTE & TOUCHE
Seattle, Washington
July 27, 1994
II-7
<PAGE> 9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Washington Water Power Company on Form S-8 of our report dated
April 1, 1994, appearing in the Annual Report on Form 11-K of The Investment
and Employee Stock Ownership Plan for Employees of The Washington Water Power
Company for the year ended December 31, 1993, and to the reference to us under
the heading "Interests of Named Experts and Counsel", which is part of this
Registration Statement.
/s/ LeMASTER & DANIELS
Spokane, Washington
July 27, 1994
II-8
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<Captions>
Previously Filed*
-------------------
With
Registration As
Exhibit Number Exhibit
- ------- ------------- -------
<S> <C> <C> <C>
4(a) 1-3701 (with 4(a) Restated Articles of Incorporation, as amended, of the
Form 10-Q for Company.
quarter ended
March 31, 1994)
4(b) 1-3701 (with 3(b) Bylaws of the Company, as amended.
1993 Form 10-K)
4(c) 1-3701 (with 4(n) Rights Agreement dated as of February 16, 1990, between
Form 8-K dated the Company and The Bank of New York.
February 16, 1990)
4(d) 1-3701 (with 4(b) Amendment No. 1 to Rights Agreement dated May 10, 1994,
Form 10-Q for between the Company and The Bank of New York, as successor
quarter ended Rights Agent.
March 31, 1994)
4(e) 1-3701 (with Agreement and Plan of Reorganization and Merger, dated as of
Form 8-K dated June 27, 1994, by and among the Company, Sierra Pacific
June 27, 1994) Resources, Sierra Pacific Power Company and WPM Corp.
5(a) ** Opinion of Paine, Hamblen, Coffin, Brooke & Miller.
5(b) ** Opinion of Reid & Priest.
23 ** See Page II-7 for the consent of Deloitte & Touche and Page
II-8 for the consent of LeMaster & Daniels. The consents
of Paine, Hamblen, Coffin, Brooke & Miller and Reid & Priest
are included in their opinions filed as Exhibits 5(a) and
5(b) above.
24 ** See Page II-5 for Power of Attorney.
</TABLE>
- -------------------
* Incorporated herein by reference.
** Filed herewith.
II-9
<PAGE> 1
EXHIBIT 5(a)
PAINE, HAMBLEN, COFFIN, BROOKE & MILLER
1200 Washington Financial Center
Spokane, Washington 99204
July 27, 1994
The Washington Water Power Company
1411 East Mission Avenue
Spokane, Washington 99202
Dear Sirs:
We are acting as counsel for The Washington Water Power
Company (the "Company") in connection with the proposed offering by it of
shares of its Common Stock, without par value (the "Stock"), and the preferred
share purchase rights (the "Rights") appurtenant thereto, pursuant to the terms
of the Company's Investment and Employee Stock Ownership Plan for Employees of
The Washington Water Power Company (the "Plan"), as contemplated by the
registration statement on Form S-8 proposed to be filed by the Company with the
Securities and Exchange Commission on or about the date hereof for the
registration of the Stock and the Rights under the Securities Act of 1933, as
amended (the "Act"), said registration statement, as it may be amended, being
hereinafter called the "Registration Statement".
We are of the opinion that:
I. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
<PAGE> 2
The Washington Water
Power Company -2- July 27, 1994
Washington and is duly qualified to do business as a foreign
corporation in the States of California, Idaho, Montana and Oregon.
II. The Company's Board of Directors has taken such
actions as may be necessary to authorize the offer and sale of the
Stock on the terms set forth in or contemplated by the Plan and to
authorize such other action as may be necessary in connection with the
consummation of the offer and sale of the Stock.
We are further of the opinion that, subject to the
qualifications hereinafter expressed:
(1) With respect to outstanding shares of Stock to be
purchased in the open market for sale pursuant to the Plan, when
(a) the Registration Statement shall have become
effective under the Act, and
(b) such shares of Stock, including the Rights
appurtenant thereto, shall have been so purchased,
such Stock will have been legally and validly issued and will be fully
paid and nonassessable and such Rights will have been duly and validly
issued; provided, however, that with respect to Stock, including
Rights appurtenant thereto, heretofore issued pursuant to the Plan and
other offerings to employees and pursuant to the Dividend Reinvestment
and Stock Purchase Plan, we have necessarily assumed, without
investigation, that the certificates for such Stock have been duly
countersigned and registered by a transfer agent and registrar and
that, upon the issuance of such Stock, the Company received the full
consideration therefor authorized by the Company's Board of Directors;
and provided, further, that this opinion does not extend to Stock,
including Rights appurtenant thereto, issued subsequent to the date
hereof except as indicated in subparagraph (2) below; and
(2) With respect to authorized but unissued shares of
Stock to be issued and sold pursuant to the Plan, when
<PAGE> 3
The Washington Water
Power Company -3- July 27, 1994
(a) the Registration Statement shall have become
effective under the Act,
(b) The Washington Utilities and Transportation
Commission, the California Public Utilities Commission, the
Idaho Public Utilities Commission and the Public Utility
Commission of Oregon shall have issued, pursuant to
applications filed or to be filed by the Company with said
regulatory authorities, appropriate orders authorizing the
issuance and sale by the Company of authorized but unissued
shares of Stock pursuant to the terms of the Plan,
(c) such Stock shall have been issued, sold and
delivered by the Company pursuant to the Plan, all as
contemplated by, and in conformity with, the acts, proceedings
and documents referred to above and the Company's Restated
Articles of Incorporation, as amended, and
(d) the Rights appurtenant to such Stock shall
have been issued in accordance with the terms of the Rights
Agreement dated as of February 6, 1990, as amended, between
the Company and The Bank of New York, as successor Rights
Agent (the "Rights Agreement"),
such Stock will have been validly issued and will be fully paid and
nonassessable and such Rights will have been duly and validly issued.
We note that we are not aware of any court decision applying
the law of the State of Washington that addresses plans similar to the Rights
Agreement, and that, as a consequence, it is difficult to predict how a court
applying such law would rule with respect to the due authorization and valid
issuance of the Rights. After conferring with Reid & Priest of New York, New
York, counsel for the Company, we, with the concurrence of Reid & Priest, have
concluded that a court applying the law of the State of Washington, when
presented with novel questions concerning takeover matters such as the
authorization and issuance of the Rights, after giving effect to reported court
decisions concerning the "business judgment rule" under Washington law, most
likely would look to and apply the corporate law of the State of
<PAGE> 4
The Washington Water
Power Company -4- July 27, 1994
Delaware. Accordingly, the opinions relating to the Rights expressed in
paragraphs (1) and (2) above are based upon such conclusion.
We are members of the bars of the States of Washington,
California, Idaho, Montana and Oregon and do not hold ourselves out as experts
on the laws of any other state. Accordingly, in rendering the opinions
relating to the Rights expressed in paragraphs (1) and (2) above, we have
relied, to the extent that the matters addressed in such opinions are deemed
governed by the corporate law of the State of Delaware, upon the opinion of
even date herewith addressed to you by Reid & Priest of New York, New York,
counsel for the Company, which is being filed as Exhibit 5(b) to the
Registration Statement.
This letter is not being delivered for the benefit of, nor may
it be relied upon by, the holders of the Stock or any other party to which it
is not specifically addressed or to which reliance has not expressly been
permitted.
We hereby authorize and consent to the use of this opinion as
Exhibit 5(a) to the Registration Statement, and authorize and consent to the
references to our firm in the Registration Statement.
Very truly yours,
PAINE, HAMBLEN, COFFIN, BROOKE
& MILLER
/s/ Paine - Hamblen
<PAGE> 1
EXHIBIT 5(b)
REID & PRIEST
40 West 57th Street
New York, New York 10019
New York, New York
July 27, 1994
The Washington Water Power Company
1411 East Mission Avenue
Spokane, Washington 99202
Dear Sirs:
We are acting as counsel for The Washington Water Power
Company (the "Company") in connection with the proposed offering by it of
shares of its Common Stock, without par value (the "Stock"), and the preferred
share purchase rights (the "Rights") appurtenant thereto, pursuant to the terms
of the Company's Investment and Employee Stock Ownership Plan for Employees of
The Washington Water Power Company (the "Plan"), as contemplated by the
registration statement on Form S-8 proposed to be filed by the Company with the
Securities and Exchange Commission on or about the date hereof for the
registration of the Stock and the Rights under the Securities Act of 1933, as
amended (the "Act"), said registration statement, as it may be amended, being
hereinafter called the "Registration Statement".
We are of the opinion that, subject to the qualifications
hereinafter expressed:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
<PAGE> 2
Washington and is duly qualified to do business as a foreign
corporation in the States of California, Idaho, Montana and Oregon.
2. The Company's Board of Directors has taken such
actions as may be necessary to authorize the offer and sale of the
Stock on the terms set forth in or contemplated by the Plan and to
authorize such other action as may be necessary in connection with the
consummation of the offer and sale of the Stock.
We are further of the opinion that, subject to the
qualifications hereinafter expressed:
(1) With respect to outstanding shares of Stock to be
purchased in the open market for sale pursuant to the Plan, when
(a) the Registration Statement shall have become
effective under the Act, and
(b) such shares of Stock, including the Rights
appurtenant thereto, shall have been so purchased,
such Stock will have been legally and validly issued and will be fully
paid and nonassessable and such Rights will have been duly and validly
issued; provided, however, that with respect to Stock, including
Rights appurtenant thereto, heretofore issued pursuant to the Plan and
other offerings to employees and pursuant to the Dividend Reinvestment
and Stock Purchase Plan, we have necessarily assumed, without
investigation, that the certificates for such Stock have been duly
countersigned and registered by a transfer agent and registrar and
that, upon the issuance of such Stock, the Company received the full
consideration therefor authorized by the Company's Board of Directors;
and provided, further, that this opinion does not extend to Stock,
including Rights appurtenant thereto, issued subsequent to the date
hereof except as indicated in subparagraph (2) below; and
(2) With respect to authorized but unissued shares of
Stock to be issued and sold pursuant to the Plan, when
(a) the Registration Statement shall have become
effective under the Act,
(b) The Washington Utilities and Transportation
Commission, the California Public Utilities Commission, the
Idaho Public Utilities Commission and the Public Utility
Commission of
<PAGE> 3
The Washington Water
Power Company -3- July 27, 1994
Oregon shall have issued, pursuant to applications
filed or to be filed by the Company with said regulatory
authorities, appropriate orders authorizing the issuance and
sale of authorized but unissued shares of Stock by the Company
pursuant to the terms of the Plan,
(c) such Stock shall have been issued, sold and
delivered by the Company pursuant to the Plan, all as
contemplated by, and in conformity with, the acts, proceedings
and documents referred to above and the Company's Restated
Articles of Incorporation, as amended, and
(d) the Rights appurtenant to such Stock shall
have been issued in accordance with the terms of the Rights
Agreement dated as of February 6, 1990, as amended, between
the Company and The Bank of New York, as successor Rights
Agent (the "Rights Agreement"),
such Stock will have been validly issued and will be fully paid and
nonassessable and such Rights will have been duly and validly issued.
We note that we are not aware of any court decision applying
the law of the State of Washington that addresses plans similar to the Rights
Agreement, and that, as a consequence, it is difficult to predict how a court
applying such law would rule with respect to the due authorization and valid
issuance of the Rights. After conferring with Paine, Hamblen, Coffin, Brooke &
Miller of Spokane, Washington, General Counsel for the Company, we, with the
concurrence of General Counsel, have concluded that a court applying the law of
the State of Washington, when presented with novel questions concerning
takeover matters such as the authorization and issuance of the Rights, after
giving effect to reported court decisions concerning the "business judgment
rule" under Washington law, most likely would look to and apply the corporate
law of the State of Delaware. Accordingly, the opinions relating to the Rights
expressed in paragraphs (1) and (2) above are based upon such conclusion.
We are members of the New York bar and do not hold ourselves
out as experts on the laws of Washington, California, Idaho, Montana or Oregon.
Accordingly, in rendering the opinions set forth above, we have
<PAGE> 4
The Washington Water
Power Company -4- July 27, 1994
relied, as to the incorporation of the Company and as to all other matters
governed by the laws of said States, upon the opinion of even date herewith of
Messrs. Paine, Hamblen, Coffin, Brooke & Miller of Spokane, Washington, General
Counsel for the Company, which is being filed as Exhibit 5(a) to the
Registration Statement.
This letter is not being delivered for the benefit of, nor may
it be relied upon by, the holders of the Stock or any other party to which it
is not specifically addressed or to which reliance has not expressly been
permitted.
We hereby authorize and consent to the use of this opinion as
Exhibit 5(b) to the Registration Statement, and authorize and consent to the
references to our firm in the Registration Statement.
Very truly yours,
/s/ Reid & Priest
REID & PRIEST
