<PAGE>
As Filed with the Securities and Exchange Commission on October 26, 1999
Registration No. 333-39551
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
Form S-3
Post-Effective Amendment No. 4
to
Registration Statement
under
the Securities Act of 1933
________________________
Avista Corporation
(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
(509) 489-0500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
-------------------------------------
<TABLE>
<S> <C>
J.E. ELIASSEN, Senior Vice President J. ANTHONY TERRELL
and Chief Financial Officer Thelen Reid & Priest LLP
Avista Corporation 40 West 57th Street
1411 East Mission Avenue New York, New York 10019
Spokane, Washington 99202 (212) 603-2000
(509) 489-0500
</TABLE>
(Name and address, including zip code, and telephone number, including area
code, of agents for service)
-------------------------------------
It is respectfully requested that the Commission
send copies of all notices, orders and communications to:
John E. Baugardner, Jr.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
212-558-4000
================================================================================
<PAGE>
PART II
Item 16. Exhibits.
--------
Reference is made to the Exhibit Index on p. II-3 hereof.
II-1
<PAGE>
POWER OF ATTORNEY
T.M. Matthews, Chairman of the Board, President and Chief Executive 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
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to the 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 26th day of October, 1999.
AVISTA CORPORATION
By /s/ J.E. Eliassen
-----------------------------------
J. E. Eliassen
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to 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/ T.M. Matthews Principal Executive 10/26/99
- ----------------------------------- Officer and Director
T.M. Matthews
(Chairman of the Board, President
and Chief Executive Officer)
/s/ J.E. Eliassen Principal Financial and 10/26/99
- ----------------------------------- Accounting Officer
J.E. Eliassen (Senior Vice President,
and Chief Financial Officer
* Directors 10/26/99
- -----------------------------------
David A. Clark, Sarah M.R. Jewell,
John F. Kelly, Eugene W. Meyer,
Bobby Schmidt, Larry A. Stanley,
R. John Taylor
</TABLE>
*By /s/ J.E. Eliassen
-----------------------------------
J.E. Eliassen (Attorney-in-Fact)
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<C> <S>
5(a)(2)-5 Opinion and Consent of Paine, Hamblen, Coffin, Brooke & Miller LLP.
5(b)(2)-5 Opinion and Consent of Thelen Reid & Priest LLP.
</TABLE>
II-3
<PAGE>
[Letterhead of Paine Hamblen LLP]
Exhibit 5(a)(2)-5
October 26, 1999
Avista Corporation
1411 East Mission Avenue
Spokane, Washington 99202
Ladies and Gentlemen:
We are acting as counsel to Avista Corporation (the "Company") in connection
with the proposed issuance of unsecured notes of the Company described in the
Pricing Supplement attached hereto as Annex A (the "Pricing Supplement"), such
notes being hereinafter called the "Offered Notes". The Offered Notes constitute
a tranche of the unsecured debt securities in an aggregate principal of up to
$250,000,000 (the "Debt Securities") to be issued pursuant to the terms of an
indenture from the Company to The Chase Manhattan Bank, as trustee (the
"Indenture"), to be issued and sold from time to time by the Company in one or
more public offerings. The Offered Notes are to be issued as contemplated in the
Pricing Supplement which constitutes a supplement to the prospectus which forms
part of the registration statement on Form S-3 (Registration No. 333-39551),
filed by the Company with the Securities and Exchange Commission for the
registration of the Offered Notes as a tranche of the Debt Securities under the
Securities Act of 1933, as amended (the "Act"), said registration statement, as
amended by Amendment No. 1 thereto ("Amendment No. 1") and including the
exhibits thereto, being hereinafter called the "Registration Statement".
This opinion with respect to the Offered Notes is supplemental to our prior
opinion dated April 20, 1998 also addressed to the Company with respect to the
Debt Securities generally, which was filed with Amendment No. 1 as Exhibit
5(a)(1) to the Registration Statement.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Indenture, (iii) the related resolutions of the Company's Board of
Directors, (iv) the related orders of the Washington Utilities and
Transportation Commission ("WUTC"), the California Public Utilities Commission
("CPUC"), the Idaho Public Utilities Commission ("IPUC") and the Public Utility
Commission of Oregon ("OPUC"), and (v) a Certificate of Existence/Authorization
issued by the Secretary of State of Washington. We have also examined such other
documents and satisfied ourselves as to such other matters as we have deemed
necessary in order to render this opinion. As to various facts material to the
opinions expressed below, we have relied on certificates of public officials,
certificates of officers or employees of the Company, representations contained
in documents, and other oral or written assurances by officers or employees of
the Company.
Based upon the foregoing and subject to the qualifications herein expressed,
we are of the opinion that the Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Washington;
and we are also of the opinion that:
<PAGE>
-2-
(a) the issuance and sale by the Company of the Offered Notes as
contemplated in the Registration Statement and the Pricing Supplement have
been duly authorized by the Company's Board of Directors; and no further
corporate action on the part of the Company is necessary to authorize such
issuance and sale of the Offered Notes or in order for the Offered Notes,
when so issued and sold, to constitute valid and binding obligations of the
Company; and
(b) the issuance and sale by the Company of the Offered Notes as
contemplated in the Registration Statement and the Pricing Supplement have
been duly authorized by appropriate orders of the WUTC, CPUC, IPUC and
OPUC; each of such orders, to the best of our knowledge, remains in full
force and effect on the date hereof; and no further approval,
authorization, consent or other order of, or filing with, any governmental
agency of the States of Washington, California, Idaho, Montana and Oregon
is legally required for the authorization of such issuance and sale of the
Offered Notes or in order for the Offered Notes, when so issued and sold,
to constitute valid and binding obligations of the Company.
The opinions expressed herein are limited to the laws of the States of
Washington, California, Idaho, Montana and Oregon (excluding therefrom
principles of conflicts of laws, state securities or blue sky laws and laws of
political subdivisions of such States).
This opinion is given as of the date hereof, without any obligation upon us
to update this opinion or to advise the addressee hereof or any other party of
any changes in circumstances or laws that may hereafter be brought to our
attention or occur which may affect this opinion.
We hereby consent to the filing of this opinion as Exhibit 5(a)(2)-5 to the
Registration Statement and to the references to our firm, as counsel, under the
headings "Legal Matters" in the prospectus which forms a part of the
Registration Statement and in the supplement to such prospectus dated April 24,
1998 and the Pricing Supplement. In giving the foregoing consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations promulgated thereunder. Except
as expressly permitted hereby, this opinion may not be used, delivered,
circulated, filed, quoted or otherwise referred to.
Very truly yours,
/s/ Paine-Hamblen
PAINE, HAMBLEN, COFFIN,
BROOKE & MILLER LLP
<PAGE>
Annex A
Pricing Supplement No. 5 Filing under Rule 424(b)(3)
Dated October 26, 1999 Registration No. 333-39551
(To Prospectus dated April 22,
1998 as supplemented by the
Prospectus Supplement dated
April 24, 1998)
AVISTA CORPORATION
Medium-Term Notes, Series C
------------------
Principal amount: $25,000,000 Redeemable: Yes No X
--- ---
Original Interest Accrual Date: October 26, 1999 Initial Redemption Date:
Stated Maturity: October 26, 2010 Initial Redemption Price:
Interest Rate: 8.02% Reduction Percentage:
Interest Payment Dates: April 1 and October 1 Redemption Limitation Date:
Regular Record Dates: March 15 and September 15
Redeemable at Holder's Option: Yes No X
--- ---
Holder's Option Redemption Date(s):
Redemption Price:
OID: Yes No X
--- ---
Total Amount of OID (%):
Yield to Maturity (%):
Initial Accrual
Period OID (%):
(Constant - Yield Method)
-----------------------------------
Use of Proceeds: To reduce short-term debt.
Other Provisions: N/A
-----------------------------------
As used herein, "N/A" means "Not Applicable".
-----------------------------------
MORGAN STANLEY DEAN WITTER
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
<PAGE>
[Letterhead of Thelen Reid & Priest LLP]
Exhibit 5(b)(2)-5
October 26, 1999
Avista Corporation
1411 East Mission Avenue
Spokane, Washington 99202
Ladies and Gentlemen:
We refer to our opinion, dated April 20, 1998 (the "April 20 Opinion"),
addressed to Avista Corporation, formerly known as The Washington Water Power
Company (the "Company"), with respect to $250,000,000 in aggregate principal
amount of Debt Securities registered under the Securities Act of 1933, as
amended (the "Act"), on the Registration Statement on Form S-3 (Registration No.
333-39551), said registration statement, as heretofore amended and as proposed
to be amended and including the exhibits thereto, being hereinafter called the
"Registration Statement". This opinion is supplemental to the April 20 Opinion.
We further refer to the notes of the Company described in the Pricing
Supplement attached hereto as Annex A. Such notes constitute a tranche of the
aforesaid Debt Securities and are hereinafter called the "Offered Notes"; and
such Pricing Supplement constitutes a supplement to the prospectus contained in
the Registration Statement and is hereinafter called the "Pricing Supplement".
Based upon the foregoing and subject to the qualifications hereinafter
expressed, we are of the opinion that the Offered Notes, when issued and sold as
contemplated in the Registration Statement and the Pricing Supplement, will be
legally issued and will be binding obligations of the Company.
The opinions expressed herein are limited to the laws of the State of New
York and the federal law of the United States (excluding therefrom principles of
conflicts of laws and state securities or blue sky laws). To the extent that
such opinions relate to or are dependent upon matters governed by the laws of
other States, we have assumed the legal conclusions set forth in the opinions of
Paine, Hamblen, Coffin, Brooke & Miller LLP, which have been and are being filed
as Exhibits to the Registration Statement.
<PAGE>
-2-
We hereby consent to the filing of this opinion as Exhibit 5(b)(2)-5 to the
Registration Statement and to the references to our firm, as counsel, in the
supplements to the prospectus contained in the Registration Statement relating
to the Offered Notes. In giving the foregoing consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
<PAGE>
Annex A
Pricing Supplement No. 5 Filing under Rule 424(b)(3)
Dated October 26, 1999 Registration No. 333-39551
(To Prospectus dated April 22,
1998 as supplemented by the
Prospectus Supplement dated
April 24, 1998)
AVISTA CORPORATION
Medium-Term Notes, Series C
------------------
Principal amount: $25,000,000 Redeemable: Yes No X
--- ---
Original Interest Accrual Date: October 26, 1999 Initial Redemption Date:
Stated Maturity: October 26, 2010 Initial Redemption Price:
Interest Rate: 8.02% Reduction Percentage:
Interest Payment Dates: April 1 and October 1 Redemption Limitation Date:
Regular Record Dates: March 15 and September 15
Redeemable at Holder's Option: Yes No X
--- ---
Holder's Option Redemption Date(s):
Redemption Price:
OID: Yes No X
--- ---
Total Amount of OID (%):
Yield to Maturity (%):
Initial Accrual
Period OID (%):
(Constant - Yield Method)
-----------------------------------
Use of Proceeds: To reduce short-term debt.
Other Provisions: N/A
-----------------------------------
As used herein, "N/A" means "Not Applicable".
-----------------------------------
MORGAN STANLEY DEAN WITTER
MERRILL LYNCH & CO.
SALOMON SMITH BARNEY
