As filed with the Securities and Exchange Commission on October 1, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
IDACORP, INC.
(Exact name of registrant as specified in its charter)
Idaho 82-0505802
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 West Idaho Street, Boise, Idaho 83702-5627
(Address of principal executive office, including zip code)
------------------
1994 Restricted Stock Plan
(Full title of the plan)
------------------
Joseph W. Marshall J. LaMont Keen
Chairman of the Board and Vice President, Chief Financial Officer
Chief Executive Officer and Treasurer
IDACORP, Inc. IDACORP, Inc.
1221 West Idaho Street 1221 West Idaho Street
Boise, Idaho 83702-5627 Boise, Idaho 83702-5627
208-388-2200 208-388-2200
Robert W. Stahman, Esq. Elizabeth W. Powers, Esq.
Vice President, General Counsel LeBoeuf, Lamb, Greene
and Secretary & MacRae, L.L.P.
IDACORP, Inc. 125 West 55th Street
1221 West Idaho Street New York, New York 10019
Boise, Idaho 83702-5627 212-424-8000
208-388-2200
(Names, addresses and telephone numbers, including area codes,
of agents for service)
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
to be registered(1) registered(2) per share(3) price(3) registration fee
Common Stock, without par value 314 ,114 $32.625 $10,247,969 $3024
shares
- ------------------------------- ----------------- ----------------------- ----------------------- -------------------
Preferred Share Purchase Rights 314,114 ------ ------ ------(1)
rights
=============================== ================= ======================= ======================= ===================
</TABLE>
(1) Each share of Common Stock will have associated with it one right to
purchase one one-hundredth of a share of the Company's preferred stock at a
stipulated price in certain circumstances. No separate consideration will be
received for the Preferred Share Purchase Rights.
(2) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.
(3) Determined on the basis of the average of the high and low sale prices for
Idaho Power Company common stock on September 24, 1998, solely for the purpose
of calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933.
================================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference:
1. Idaho Power Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. Idaho Power Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.
3. Idaho Power Company's Current Report on Form 8-K, dated October 1, 1998.
4. The description of IDACORP's Common Stock contained in the Proxy
Statement and Prospectus and Registration Statement on Form S-4, File No.
333-48031.
5. The description of the Preferred Share Purchase Rights contained in
IDACORP's Registration Statement on Form 8-A, dated September 15, 1998.
6. IDACORP's Current Reports on Form 8-K, dated September 15, 1998 and
October 1, 1998.
All documents filed by IDACORP under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, before IDACORP files a post-effective
amendment that indicates all securities offered have been sold or that
deregisters all securities that have not been sold, shall be incorporated by
reference and will be a part of this filing from the date that document was
filed.
Item 5. Interests of Named Experts and Counsel.
Robert W. Stahman, Esq., Vice President, General Counsel and Secretary of
the Company, and LeBoeuf, Lamb, Greene & MacRae, L.L.P. have given their
opinions on the legality of the Common Stock and the Preferred Share Purchase
Rights of the IDACORP offered pursuant to this registration statement. LeBoeuf,
Lamb, Greene & MacRae, L.L.P. relied upon the opinion of Mr. Stahman as to
matters of Idaho law.
As of October 1, 1998, Mr. Stahman owned 17,459 shares of IDACORP Common
Stock.
II-1
<PAGE>
Item 6. Indemnification of Officers and Directors.
Sections 30-1-850 et seq. of the Idaho Business Corporation Act (the "Act")
provide for indemnification of the Company's directors and officers in a variety
of circumstances.
Article VIII of the Company's Restated Articles of Incorporation provides
that the Company shall indemnify its directors and officers against liability
and expenses and shall advance expenses to its directors and officers in
connection with any proceeding to the fullest extent permitted by the Act as now
in effect or as it may be amended or substituted from time to time. Article VI
of the Amended Bylaws of the Company provides that the Company shall have the
power to purchase insurance on behalf of any director, officer, employee or
agent against liability and expenses in connection with any proceeding, to the
extent permitted under applicable law. Article VI further provides that the
Company may enter into indemnification agreements with any director, officer,
employee or agent to the extent permitted under any applicable law.
The Company has liability insurance protecting its directors and officers
against liability by reason of their being or having been directors or officers.
In addition, the Company intends to enter into indemnification agreements with
its directors and officers to provide for indemnification to the maximum extent
permitted by law.
Item 8. Exhibits.
Exhibit File Number As Exhibit
*2 333-48031 2 -Agreement and Plan of Exchange,
dated as of February 2, 1998.
*3(a) 333-48031 3(a) -Restated Articles of
Incorporation of IDACORP, Inc.
*3(b) 333-00139 3(b) -Articles of Amendment to
Restated Articles of
Incorporation creating A Series
Preferred Stock, without par
value, as filed with the
Secretary of State of Idaho on
September 17, 1998.
*3(c) 333-48031 3(c) -Amended Bylaws of IDACORP,
Inc., as of September 10, 1998.
*3(d) 33-56071 3(d) -Articles of Share Exchange, as
filed with the Secretary of
State of Idaho on September 29,
1998.
II-2
<PAGE>
Exhibit File Number As Exhibit
*4 Form 8-K 4 -Rights Agreement, dated as of
dated September 10, 1998, between
September 15, IDACORP, Inc. and The Bank of
1998 New York, as Rights Agent.
5(a) -Opinion and consent of Robert
W. Stahman, Esq.
5(b) -Opinion and consent of LeBoeuf,
Lamb, Greene & MacRae, L.L.P.
15 -Letter from Deloitte & Touche
LLP regarding unaudited interim
financial information.
23 -Consent of Deloitte & Touche
LLP.
24 -Power of Attorney (included on
the signature page hereof).
- ------------------------------------
*Previously filed and incorporated herein by reference.
Item 9. Undertakings.
The Company 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the
II-3
<PAGE>
Registration Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that 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 that 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 Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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>
POWER OF ATTORNEY
Each director and/or officer of the issuer whose signature appears below
hereby authorizes any agent for service named in the Registration Statement to
execute in the name of each such person, and to file with the Securities and
Exchange Commission, any and all amendments, including post-effective
amendments, to the Registration Statement, and appoints any such agent for
service as attorney-in-fact to sign in his behalf individually and in each
capacity stated below and file any such amendments to the Registration
Statement, and the issuer hereby confers like authority to sign and file on its
behalf.
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 Boise and State of Idaho, on the 30th day of
September, 1998.
IDACORP, Inc.
By /s/ Joseph W. Marshall
Joseph W. Marshall
Chairman of the Board
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.
Signature Title Date
/s/Joseph W. Marshall Chairman of the September 30, 1998
(Joseph W. Marshall) Board and Chief
Executive Officer
/s/Jan B. Packwood President, Chief September 30, 1998
(Jan B. Packwood) Operating Officer
and Director
II-5
<PAGE>
Signature Title Date
/s/J. LaMont Keen Vice President, September 30, 1998
(J. LaMont Keen) Chief Financial
Officer and Treasurer
(Principal Financial
and Accounting Officer)
Director
(Robert D. Bolinder)
/s/Roger L. Breezley Director September 30, 1998
(Roger L. Breezley)
Director
(John B. Carley)
/s/Peter T. Johnson Director September 30, 1998
(Peter T. Johnson)
Director
(Jack K. Lemley)
/s/Evelyn Loveless Director September 30, 1998
(Evelyn Loveless)
/s/Jon H. Miller Director September 30, 1998
(Jon H. Miller)
/s/Peter S. O'Neill Director September 30, 1998
(Peter S. O'Neill)
/s/Gene C. Rose Director September 30, 1998
(Gene C. Rose)
/s/Phil Soulen Director September 30, 1998
(Phil Soulen)
II-6
<PAGE>
EXHIBIT INDEX
Exhibit File Number As Exhibit Page
*2 333-48031 2 -Agreement and Plan of
Exchange, dated as of
February 2, 1998.
*3(a) 333-48031 3(a) -Restated Articles of
Incorporation of
IDACORP, Inc.
*3(b) 333-00139 3(b) -Articles of Amendment
to Restated Articles of
Incorporation creating
A Series Preferred
Stock, without par
value, as filed with
the Secretary of State
of Idaho on
September 17, 1998.
*3(c) 333-48031 3(c) -Amended Bylaws of
IDACORP, Inc., as of
September 10, 1998.
*3(d) 33-56071 3(d) -Articles of Share
Exchange, as filed
with the Secretary
of State of Idaho on
September 29, 1998.
*4 Form 8-K 4 -Rights Agreement,
dated dated as of
September 15, September 10, 1998,
1998 between IDACORP, Inc.
and The Bank of New
York, as Rights Agent.
5(a) -Opinion and consent of
Robert W. Stahman, Esq.
5(b) -Opinion and consent of
LeBoeuf, Lamb, Greene &
MacRae, L.L.P.
15 -Letter from Deloitte &
Touche LLP regarding
unaudited interim
financial information.
23 -Consent of Deloitte &
Touche LLP.
<PAGE>
Exhibit File Number As Exhibit Page
24 -Power of Attorney
(included on the
signature page hereof).
- ------------------------------------
*Previously filed and incorporated herein by reference.
Exhibit 5(a)
Robert W. Stahman, Esq.
General Counsel
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
October 1, 1998
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
I am General Counsel to IDACORP, Inc., an Idaho corporation (the
"Company"), and have acted as such in connection with the Registration Statement
on Form S-8 (the "Registration Statement"), which the Company proposes to file
on or shortly after the date hereof under the Securities Act of 1933, as amended
(the "Act").
The Registration Statement relates to the issuance by the Company of
314,114 additional shares of its Common Stock, without par value (the "Stock"),
and the Preferred Share Purchase Rights attached thereto (the "Rights"), which
Rights will be issued as a dividend by the Company on October 1, 1998 to
shareholders of record at the close of business on that date and will be
distributed by the Company with all Common Stock issued thereafter (until the
expiration date of the Rights) (the Stock and the Rights collectively referred
to as the "Shares") pursuant to the Company's 1994 Restricted Stock Plan (the
"Plan").
For purposes of this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement; (ii) the Rights Agreement, dated as of September 10, 1998 between the
Company and The Bank of New York, as Rights Agent (the "Rights Agreement");
(iii) the Restated Articles of Incorporation and Amended Bylaws of the Company;
(iv) resolutions adopted by the Board of Directors of the Company relating to
the Registration Statement, the Rights Agreement and the issuance and delivery
of the Shares in connection with the Registration Statement; and (v) such other
documents, certificates and records as I have deemed necessary or appropriate.
In such examination I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
the original documents of all documents submitted to me as copies and the
authenticity of the originals of such latter documents. As to any facts material
to my opinion, I have, when relevant facts were not independently established,
relied upon the aforesaid agreements, instruments, records, certificates and
documents.
Based upon the foregoing, and subject to the qualifications and limitations
herein expressed, I am of the opinion that:
(1) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Idaho;
(2) The Stock will be validly issued, fully paid and non-assessable
and the Rights will be validly issued when (i) the Stock shall
have been issued and delivered for the consideration contemplated
in the Registration Statement and in accordance with the actions
hereinabove mentioned and (ii) the Rights shall have been issued
in accordance with the terms of the Rights Agreement and in
accordance with the actions hereinabove mentioned; and
(3) The Stock to be purchased in the open market is validly issued,
fully paid and non-assessable, and the Rights attached thereto on
and after the close of business on October 1, 1998 are validly
issued and outstanding.
The matters relating to the Shares are governed by the law of the State of
Idaho. In regard to the Rights, I note that Section 30-1610 of the Idaho Control
Share Acquisition Law and Section 30-1706 of the Idaho Business Combination Law
each provides that nothing contained in either the Idaho Control Share
Acquisition Law (Sections 30-1601 through 30-1614) or the Idaho Business
Combination Law (Sections 30-1701 through 30-1710), respectively, is intended to
limit the corporate powers or authority of an "issuing public corporation" (as
defined in such statutes), such as the Company, to take actions "which the
directors may appropriately determine to be in furtherance of the protection of
the interests of the corporation and its shareholders, including without
limitation the authority to . . . enter into . . . arrangements", such as the
Rights Agreement, that "deny rights . . . to the holder or holders of at least a
specified number of shares or percentage of share ownership or voting power in
certain circumstances."
Because I am not aware of any court decision applying the law of the State
of Idaho that addresses the effect of these statutory provisions or the validity
of plans similar to the Rights Agreement, it is difficult to predict how a court
applying the law of the State of Idaho would rule with respect to the issues
relating to the Rights. Nevertheless, I am able to advise you of my conclusion
concerning how a court applying the law of the State of Idaho (including, but
not limited to, Section 30- 1610 of the Idaho Control Share Acquisition Law and
Section 30- 1706 of the Idaho Business Combination Law) likely would rule. I
have conferred with LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
Company, for purposes of rendering this opinion. LeBoeuf, Lamb, Greene & MacRae,
L.L.P. and I have concluded that a court applying the law of the State of Idaho,
when presented with novel questions concerning takeover matters, such as the
effect of the statutory provisions cited above and the adoption by the Company
of the Rights Agreement, most likely would apply the corporate law of the State
of Delaware, the most fully developed body of corporate law in the United
States. Accordingly, in rendering this opinion, I have assumed that Delaware
corporate law, with which I am familiar, provides an indication of what
standards a court would apply if it were required to apply the law of the State
of Idaho considering the matters relating to the Rights.
With respect to this opinion, I do not hold myself out as an expert on the
laws of any state other than the State of Idaho. My opinions expressed above are
limited to the laws of the State of Idaho, the General Corporation Law of the
State of Delaware and the federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me contained therein under the
heading "Interests of Named Experts and Counsel."
Very truly yours,
Robert W. Stahman
Exhibit 5(b)
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
October 1, 1998
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
We have acted as counsel to IDACORP, Inc., an Idaho corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement"), which the Company proposes to file on or shortly
after the date hereof under the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the issuance by the Company of
314,114 additional shares of its Common Stock, without par value (the "Stock"),
and the Preferred Share Purchase Rights attached thereto (the "Rights"), which
Rights will be issued as a dividend by the Company on October 1, 1998 to
shareholders of record at the close of business on that date and will be
distributed by the Company with all Common Stock issued thereafter (until the
expiration date of the Rights) (the Stock and the Rights collectively referred
to as the "Shares") pursuant to the Company's 1994 Restricted Stock Plan (the
"Plan").
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Rights Agreement, dated as of September 10, 1998 between the
Company and The Bank of New York, as Rights Agent (the "Rights Agreement");
(iii) the Restated Articles of Incorporation and Amended Bylaws of the Company;
(iv) resolutions adopted by the Board of Directors of the Company relating to
the Registration Statement, the Rights Agreement and the issuance and delivery
of the Shares in connection with the Registration Statement; and (v) such other
documents, certificates and records as we have deemed necessary or appropriate.
In such examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents. As to any facts material
to our opinions, we have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments, records,
certificates and documents. We have also assumed the regularity of all corporate
procedures.
Based upon the foregoing, and subject to the qualifications and limitations
herein expressed, we are of the opinion that:
(1) The Stock will be validly issued, fully paid and non-assessable
and the Rights will be validly issued when (i) the Stock shall
have been issued and delivered for the consideration contemplated
in the Registration Statement and in accordance with the actions
hereinabove mentioned and (ii) the Rights shall have been issued
in accordance with the terms of the Rights Agreement and in
accordance with the actions hereinabove mentioned; and
(2) The Stock to be purchased in the open market is validly issued,
fully paid and non-assessable, and the Rights attached thereto on
and after the close of business on October 1, 1998 are validly
issued and outstanding.
The matters relating to the Shares are governed by the law of the State of
Idaho. In regard to the Rights, we note that Section 30-1610 of the Idaho
Control Share Acquisition Law and Section 30-1706 of the Idaho Business
Combination Law each provides that nothing contained in either the Idaho Control
Share Acquisition Law (Sections 30-1601 through 30-1614) or the Idaho Business
Combination Law (Sections 30-1701 through 30-1710), respectively, is intended to
limit the corporate powers or authority of an "issuing public corporation" (as
defined in such statutes), such as the Company, to take actions "which the
directors may appropriately determine to be in furtherance of the protection of
the interests of the corporation and its shareholders, including without
limitation the authority to . . . enter into . . . arrangements", such as the
Rights Agreement, that "deny rights. . . to the holder or holders of at least a
specified number of shares or percentage of share ownership or voting power in
certain circumstances."
Because we are not aware of any court decision applying the law of the
State of Idaho that addresses the effect of these statutory provisions or the
validity of plans similar to the Rights Agreement, it is difficult to predict
how a court applying the law of the State of Idaho would rule with respect to
the issues relating to the Rights. Nevertheless, we are able to advise you of
our opinion as expressed herein, which reflects our professional conclusion
concerning how a court applying the law of the State of Idaho (including, but
not limited to, Section 30- 1610 of the Idaho Control Share Acquisition Law and
Section 30- 1706 of the Idaho Business Combination Law) likely would rule.
Although we are not admitted to practice in the State of Idaho, we have
conferred with Robert W. Stahman, Esq., Vice President, General Counsel and
Secretary of the Company, for purposes of rendering this opinion. General
Counsel and we have concluded that a court applying the law of the State of
Idaho, when presented with novel questions concerning takeover matters, such as
the effect of the statutory provisions cited above and the adoption by the
Company of the Rights Agreement, most likely would apply the corporate law of
the State of Delaware, the most fully developed body of corporate law in the
United States. Accordingly, in rendering our opinion, we have assumed that
Delaware corporate law, as expressed in court decisions applying that law, with
which we are familiar, provides an indication of what standards a court would
apply if it were required to apply the law of the State of Idaho considering the
matters relating to the Rights.
With respect to this opinion, we do not hold ourselves out as experts on
the laws of any state other than the State of New York. Our opinions expressed
above are limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the federal laws of the United States. Insofar
as this opinion involves matters of the law of the State of Idaho, we have
relied upon an opinion of even date herewith addressed to you by Robert W.
Stahman, Vice President, General Counsel and Secretary of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm contained therein under the
heading "Interests of Named Experts and Counsel."
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Exhibit 15
September 30, 1998
IDACORP, Inc.
Boise, Idaho
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Idaho Power Company and subsidiaries for the periods ended March
31, 1998 and 1997 and June 30, 1998 and 1997, as indicated in our reports dated
May 8, 1998 and August 3, 1998, respectively; because we did not perform an
audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in Idaho
Power Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998 and June 30, 1998, are being used in this Registration Statement of
IDACORP, Inc. on Form S-8.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Boise, Idaho
Exhibit 23
Independent Auditors' Consent
IDACORP, Inc.
We consent to the incorporation by reference in this Registration Statement
of IDACORP on Form S-8 of our report dated January 30, 1998 appearing in the
Annual Report on Form 10-K of Idaho Power Company for the year ended December
31, 1997.
Deloitte & Touche LLP
September 30, 1998
Boise, Idaho
