SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
AVISTA CORPORATION
(Name of Issuer and Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
05379B 10 7
(formerly 940688 10 4)
(CUSIP Number of Class of Securities)
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 10019-4097
Spokane, Washington 99202 (212) 603-2000
(509) 489-0500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
Copy to:
LINDA A. SIMPSON
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
October 21, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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Explanatory Note
This Final Amendment amends and supplements the Final Amendment to Issuer
Tender Offer Statement on Schedule 13E-4 dated December 1, 1998 (the "Final
Amendment") and the Issuer Tender Offer Statement on Schedule 13E-4 dated
October 21, 1998 (the "Statement") filed by The Washington Water Power Company,
a Washington corporation now known as Avista Corporation (the "Company"),
relating to the Company's offer to exchange upon the terms and subject to the
conditions set forth in the prospectus dated October 21, 1998 (the "Prospectus")
and the related Letter of Transmittal (copies of which are attached as
exhibits (a)(1) and (a)(2) to the Statement, respectively, and which together
constitute the "Exchange Offer"), depositary shares (the "Depositary Shares"),
each constituting a one-tenth ownership interest in one share of $12.40
Preferred Stock, Convertible Series L, no par value, of the Company (the "$12.40
Preferred Stock"), for up to 20,000,000 shares of Common Stock, no par value, of
the Company (such shares of Common Stock, together with all other issued and
outstanding shares of Common Stock of the Company, being herein referred to as
the "Common Shares"), at a rate of one Depositary Share for each Common Share
validly tendered to, and accepted by, the Company. The Exchange Offer terminated
at 12:00 Midnight, New York City time, on Wednesday, November 18, 1998. Terms
defined in the Statement and not separately defined herein shall have the
meanings assigned to such terms in the Statement.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended by deleting the first two full paragraphs of
Item 1 in the Final Amendment and substituting the following paragraphs:
A total of 15,404,595 Common Shares were validly tendered and not withdrawn
pursuant to the Exchange Offer, including Common Shares for which certificates
were delivered to the Exchange Agent pursuant to the guaranteed delivery
procedures set forth in the Prospectus. The Company accepted for exchange all
15,404,595 Common Shares. The Exchange Agent distributed Depositary Shares on
December 1, 1998 in exchange for Common Shares accepted for exchange.
Immediately after exchange of the Common Shares accepted pursuant to the
Exchange Offer, the Company had 40,555,765 Common Shares and 15,404,595
Depositary Shares (representing 1,540,460 shares of the Company's $12.40
Preferred Stock) issued and outstanding.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 28, 1999 AVISTA CORPORATION
By: /s/ J.E. Eliassen
-------------------------------------
J.E. Eliassen
Senior Vice President and
Chief Financial Officer
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