AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1998
Registration No. 333-00139
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Securities and Exchange Commission
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IDACORP, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Idaho [Applied For]
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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1221 West Idaho Street
Boise, Idaho 83702-5627
(208) 388-2200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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Joseph W. Marshall J. LaMont Keen
Chairman of the Board Vice President, Chief Financial
and Chief Executive Officer 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 and Secretary LeBoeuf, Lamb, Greene & MacRae,
IDACORP, Inc. L.L.P.
1221 West Idaho Street 125 West 55th Street
Boise, Idaho 83702-5627 New York, New York 10019
(208) 388-2200 (212) 424-8000
(Names, Addresses, Including Zip Codes, and Telephone Numbers,
Including Area Codes, of Agents for Service)
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |X|
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Pursuant to Rule 414(d) under the Securities Act of 1933, IDACORP, as
successor to Idaho Power Company, hereby adopts as its own Idaho Power Company's
registration statement on Form S-3 (File No. 333-00139) and any amendments
thereto, for all purposes of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended.
THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.
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PROSPECTUS SUPPLEMENT
IDACORP, Inc.
Dividend Reinvestment and Stock Purchase Plan
(formerly Idaho Power Company Dividend Reinvestment
and Stock Purchase Plan)
This Prospectus Supplement amends the Prospectus, dated February 14, 1996,
and the Prospectus Supplement, dated February 2, 1998, of Idaho Power Company
and should be read together with those documents.
Holding Company
Effective October 1, 1998, Idaho Power Company has reorganized into a
holding company and become a wholly-owned subsidiary of IDACORP. The outstanding
Common Stock ($2.50 par value) of Idaho Power Company was exchanged
automatically, on a share-for-share basis, for Common Stock (without par value)
of IDACORP on October 1, 1998.
IDACORP has assumed the Dividend Reinvestment and Stock Purchase Plan,
which now provides for the issuance of IDACORP Common Stock instead of Idaho
Power Company Common Stock. IDACORP Common Stock is listed on the New York Stock
Exchange and the Pacific Exchange under the trading symbol "IDA." Plan
participants need take no action to continue their participation in the Plan.
Rights Plan
On September 10, 1998, the Board of Directors of IDACORP authorized the
issuance of one preferred share purchase right on each outstanding share of the
Company's common stock, effective at the close of business on October 1, 1998.
Each Right entitles the registered holder, from the Distribution Date until the
earlier of September 10, 2008 and the redemption or exchange of the Rights, to
purchase from the Company one one-hundredth of a share of A Series Preferred
Stock at an exercise price of $95, subject to certain adjustments and subject to
any required regulatory approval. The description and terms of the Rights are
set forth in a Rights Agreement dated as of September 10, 1998 between the
Company and The Bank of New York, the Rights Agent appointed by the Company.
Incorporation of Certain Documents by Reference
The following documents, which have been filed by IDACORP with the
Securities and Exchange Commission, are incorporated by reference herein and
shall be deemed to be a part hereof:
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(i) Current Report on Form 8-K, dated September 15, 1998.
(ii) Description of Common Stock contained in the Proxy Statement and
Prospectus and Registration Statement on Form S-4 (File No. 333-48031).
(iii) Description of the Preferred Share Purchase Rights contained in the
Registration Statement on Form 8-A, dated September 15, 1998.
All documents filed by IDACORP pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to
the termination of the offering shall be deemed to be incorporated by reference
into the prospectus.
Pursuant to Rule 414(d) under the Securities Act of 1933, IDACORP, as
successor issuer to Idaho Power Company, hereby adopts as its own Idaho Power
Company's registration statement on Form S-3 (File No. 333-00139) and any
amendments thereto, for all purposes of the Securities Act of 1933 and the
Securities Exchange Act of 1934, as amended.
Date: October 1, 1998.
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Rule 424(b)(3)
Reg. No. 333-00139
Idaho Power Company
Dividend Reinvestment and Stock Purchase Plan
Common Stock
($2.50 par value)
Supplement to Prospectus Dated February 14, 1996
Idaho Power Company is offering participants in the Dividend Reinvestment
and Stock Purchase Plan (the "Plan") the opportunity to deposit any common share
certificates in their possession for safekeeping. Share certificates that are
deposited will be transferred into the name of the Company and credited to the
participant's account under the Plan. Thereafter, such shares will be treated in
the same manner as shares purchased through the Plan, and all dividends thereon
will be automatically reinvested under the Plan.
By using the Plan's safekeeping service, participants no longer bear the
risk associated with loss, theft or destruction of share certificates.
Participants who want to deposit their common share certificates must send
the certificates to be deposited, preferably by registered, insured mail, along
with a properly completed Letter of Instruction to:
Idaho Power Company
Shareowner Services Department
1221 West Idaho Street
P.O. Box 70
Boise, ID 83702
The certificates should not be endorsed.
Dated: February 2, 1998
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PROSPECTUS
1,879,894 Shares
IDAHO POWER COMPANY
Dividend Reinvestment and Stock Purchase Plan
Common Stock
($2.50 par value)
Idaho Power Company (the "Company") is offering to its common shareowners
and its residential customers the opportunity to purchase shares of its Common
Stock pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan"). The Plan provides individuals who hold shares of the Company's
Common Stock and residential customers with a simple and convenient method of
purchasing shares of the Company's Common Stock.
Common Shareowner Participants in the Plan may:
-- have all or a portion of the Dividends on their shares of the
Company's Common Stock automatically reinvested, or
-- invest by making Optional Cash Payments and continue to receive the
Dividends on the shares registered in their names, or
-- have all or a portion of their Dividends reinvested and also make
Optional Cash Payments.
Residential Customer Participants in the Plan may:
-- invest by making Optional Cash Payments.
Dividends on all shares in the Plan Account will be reinvested.
This Prospectus relates to shares of Common Stock of Idaho Power Company
available for purchase under the Plan. It is suggested that this Prospectus be
retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is February 14, 1996.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION, OTHER THAN THOSE CONTAINED HEREIN, IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY IDAHO POWER
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the offices of the Commission, Judiciary Plaza, 450
Fifth Street, NW, Washington, DC 20549; 500 W Madison St, 14th Floor, Chicago,
IL 60661; and Seven World Trade Center, New York, NY 10048. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth
Street, NW, Washington, DC 20549. The Company's Common Stock is listed on the
New York and Pacific Stock Exchanges. Reports, proxy statements and other
information concerning the Company can be inspected and copied at the respective
offices of these exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference its Annual Report on
Form 10-K for the year ended December 31, 1994, its Quarterly Reports on Form
10-Q for the quarters ended March 31, June 30, and September 30, 1995 and its
Current Report on Form 8-K dated March 24, 1995. All reports and documents
hereafter filed by the Company pursuant to Section 13, 14 or 15(d) of the
Exchange Act prior to the termination of the offering made by this Prospectus
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 a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon written or
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oral request of such person, a copy of any or all of the information that has
been incorporated by reference herein (not including exhibits thereto unless
such exhibits are specifically incorporated by reference therein). Requests for
such documents should be addressed to Shareowner Services, Idaho Power Company,
1221 W. Idaho Street, Boise, Idaho 83707-5627, telephone 1- 800/635-5406.
THE COMPANY
The Company is an investor-owned electric public utility, incorporated
under the laws of the State of Idaho in 1989 as successor to a Maine corporation
organized in 1915. The Company is engaged in the generation, purchase,
transmission, distribution and sale of electric energy in an approximately
20,000 square-mile area in southern Idaho, eastern Oregon and northern Nevada,
with an estimated population of 695,000 people. The Company holds franchises in
approximately 70 cities in Idaho and 10 cities in Oregon, and holds certificates
from the respective public utility regulatory authorities to serve all or a
portion of 28 counties in Idaho, three counties in Oregon and one county in
Nevada. The address of its principal executive offices is 1221 West Idaho
Street, Boise, Idaho 83702. Its telephone number is (208) 388-2200.
SUMMARY OF MAJOR PLAN TERMS
The major terms of the Plan are as follows:
l. Individuals who own shares of the Company's Common Stock (common
shareowners) may purchase additional shares of the Company's Common Stock by
reinvesting all or part of their Dividends or by making Optional Cash Payments,
or both. Residential customers of the Company may purchase shares of the
Company's Common Stock by making Optional Cash Payments. Common shareowners and
residential customers of the Company are collectively referred to hereinafter as
"Participants".
2. Optional Cash Payments by Participants are limited to a minimum of $10
per payment and a maximum of $15,000 per quarter.
3. Shares purchased for Participants' Plan Accounts will be either original
issue or may be purchased on the open market by a Broker.
4. The price per share to Participants of shares purchased on the open
market under the Plan will be the weighted average price (including brokerage
commissions) of all shares acquired by the Broker during an Investment Period.
If original issue shares of Common Stock are purchased for the Plan, the price
will be equal to the average of the high and low composite sales price of the
Company's Common Stock as compiled by the Consolidated Tape Association on the
Common Stock Dividend Payment Date on which
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the Investment Period commences or such later date during the Investment Period
on which the Broker may purchase such Common Stock from the Company.
5. For shares purchased on the open market under the Plan, Participants
will pay the brokerage commissions.
6. Investment of both Common Dividends and Optional Cash Payments will be
made quarterly during an Investment Period which commences on the Common Stock
Dividend Payment Date and continues through the following 30 days.
THE PLAN
Definitions
The following terms when used herein shall have the following meanings:
"Authorization Form" shall mean such form as the Company may from time to
time or upon request furnish to shareowners and/or customers, which form shall
be returned to the Company by the shareowners and/or customers to indicate their
election to participate in the Plan.
"Broker" shall mean a securities broker-dealer selected by the Company
registered under the Exchange Act.
"Cash Acceptance Period" shall mean the 25-day period ending five days
before the Common Stock Dividend Payment Date.
"Common Stock" shall mean the common stock of Idaho Power Company.
"Common Stock Dividend Payment Date" shall mean the date established by the
Company's Board of Directors on which Common Stock Dividends are payable.
"Company" shall mean Idaho Power Company, a corporation organized and
existing under the laws of the State of Idaho and its successors and assigns,
whose address is P.O. Box 70, Boise, Idaho 83707.
"Customer" shall mean any entity that is receiving residential electrical
service from the Company whose principal residence is within the Company's
service area in Idaho, Oregon or Nevada.
"Dividends" shall mean those funds which are paid to shareowners on Common
Stock, which are customarily declared by the Company's Board of Directors on a
quarterly basis.
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"Investment Period" shall mean the 30-day period beginning with the Common
Stock Dividend Payment Date.
"Optional Cash Payments" shall mean any initial or additional cash payment
made by a Participant to the Company for the purchase of shares of Common Stock.
Optional Cash Payments are limited to a minimum of $10 per payment and a maximum
of $15,000 per quarter.
"Participant" shall mean any shareowner and/or customer who has returned an
Authorization Form to the Company indicating election to participate in the
Plan.
"Plan" shall mean this Dividend Reinvestment and Stock Purchase Plan.
"Plan Account" shall mean the separate account maintained for each
Participant by the Company in accordance with the provisions of the Plan.
"Purchase Price" shall mean with respect to shares of Common Stock
purchased under the Plan from the Company, the average of the high and low
composite sales price of the Company's Common Stock as compiled by the
Consolidated Tape Association on the Common Stock Dividend Payment Date on which
the Investment Period commences or such later date during the Investment Period
on which the Broker may purchase such Common Stock from the Company. If high and
low composite sales prices are not reported on that date, the purchase price
will be determined as of the last previous day on which high and low composite
sales prices were reported for the Common Stock. With respect to shares of
Common Stock purchased in the open market, the purchase price will be the
weighted average price (including brokerage commissions) paid by the Broker to
obtain them. The shares of Common Stock will be credited to Participants' Plan
Accounts as of the last day of the Investment Period, or as of such earlier date
on which all purchases for the Investment Period are completed, at a price per
share equal to the weighted average price per share (including any brokerage
commissions) paid to obtain them.
"Record Date" shall mean the date established by the Company's Board of
Directors for determination of ownership of shares of Common Stock for payment
of Dividends.
"Shareowner" shall mean any owner of record of the Common Stock.
Purpose and Advantages of the Plan
1. What is the purpose of the Plan?
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The purpose of the Plan is to provide shareowners and/or customers of the
Company with a convenient and economical method of investing in shares of the
Company's Common Stock.
2. What are the advantages of the Plan?
a. The Plan provides Participants with a simple and regular method of
purchasing Common Stock of the Company.
b. Since purchases of the Company's Common Stock will be aggregated,
brokerage commissions on purchases of shares on the open market should be lower
than commissions Participants would ordinarily pay if they purchase shares
directly. The amount of the brokerage commissions will be negotiated by the
Company from time to time.
c. No certificates are issued for shares of Common Stock purchased under
the Plan unless requested. This relieves Participants of the responsibility for
the safekeeping of multiple certificates for shares purchased and protects
Participants against loss, theft or destruction of stock certificates.
d. A statement of the Participant's Plan Account is furnished each quarter,
providing a simplified method of recordkeeping.
e. Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to a
Participant's Plan Account.
Eligibility
3. Who is eligible to participate in the Plan?
To be eligible to participate in the Plan, a person must be a shareowner
and/or a customer. Beneficial owners of the Company's Common Stock whose shares
are registered in names other than their own may participate directly by having
some or all of their shares transferred into their names, or they may
participate indirectly by requesting their record holders (such as a broker or
bank nominee) to participate on their behalf. Such indirect participation must
be through the registered holder of the shares.
Administration and Agent
4. Who administers the Plan?
The Company, or its duly appointed agent, administers the Plan. Shares of
Common Stock purchased under the Plan will be registered in the name of the
Company and will be held by the
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Company as agent for the Participants. Inquiries and other communications
relating to the Plan should be mailed to:
Idaho Power Company
Shareowner Services Department
P.O. Box 70
Boise, Idaho 83707-0070
Persons who wish to communicate by telephone with the Company concerning
the Plan may do so by calling the following toll-free telephone number:
800/635-5406
The Company believes that its serving as administrator of the Plan poses no
material risks for Participants. All Optional Cash Payments from Participants
are transmitted promptly to a segregated escrow account, which is not subject to
liens against the Company or to Company bankruptcy proceedings.
5. Who purchases shares of Common Stock for the Participants?
Open market purchases are made by a Broker designated by the Company.
Dividends and Optional Cash Payments which are to be invested under the Plan are
paid or delivered by the Company to the Broker and applied by the Broker to the
purchases of Common Stock of the Company. If the Company uses original issue
stock for purchases under the Plan, such shares will be purchased from the
Company.
6. What are the expenses to Participants in connection with the Plan?
Although all costs of administering the Plan will be paid by the Company,
Participants will be required to pay a brokerage commission for any shares of
Common Stock purchased on the open market. This brokerage commission will be
negotiated by the Company from time to time and is expected to be at a discount
rate because of the large volume of shares expected to be purchased through the
Plan.
Procedure for Enrolling - Authorization Form
7. How and when may a shareowner and/or customer enroll in the Plan?
A shareowner and/or customer may enroll in the Plan at any time by signing
and completing an Authorization Form and returning it to the Company. If the
Authorization Form is received prior to a Record Date, reinvestment of Dividends
for a shareowner will commence with the first Dividend paid after that Record
Date. Authorization Forms will be provided to shareowners
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and/or customers upon request to the Company in writing or by telephone.
8. What does the Authorization Form provide?
The Authorization Form authorizes the Company to enroll a shareowner and/or
customer in the Plan and to invest any Optional Cash Payments or Dividends; it
also authorizes the Company to hold shares of Common Stock for the Participant
pursuant to the Plan. The shareowner and/or customer completing the
Authorization Form must indicate how he/she wishes to participate in the Plan.
The following options are available:
a. Full Dividend Reinvestment and Optional Cash Payments. Dividends on
all shares of Common Stock registered in the name of the shareowner are
reinvested, as are Dividends on all shares which are subsequently acquired
by the shareowner. Dividends on all shares held in the Participant's Plan
Account are also reinvested, and the Participant is eligible to make
Optional Cash Payments.
b. Partial Dividend Reinvestment and Optional Cash Payments. Dividends
on the number of shares of Common Stock specified by the shareowner on the
Authorization Form are reinvested. Dividends on all shares held in the
Participant's Plan Account are also reinvested, and the Participant is
eligible to make Optional Cash Payments.
c. Optional Cash Payments Only. The Company will continue to pay
Dividends to the shareowner on shares registered in the shareowner's name.
Any Optional Cash Payments received and Dividends on all shares held in the
Participant's Plan Account will be used to purchase shares of Common Stock
under the Plan.
Each customer may elect to participate by investing Optional Cash Payments.
Dividends on shares held in a Participant's Plan Account will be automatically
reinvested.
9. How are Optional Cash Payments made?
An Optional Cash Payment may be made during a Cash Acceptance Period by a
Participant who has enrolled in the Plan.
A Cash Acceptance Period is the 25-day period ending five days before the
Common Stock Dividend Payment Date, and only Optional Cash Payments submitted
during those 25 days will be invested in the Investment Period which commences
on the Common Stock Dividend Payment Date and continues for the following 30
days. No interest will be paid by the Company or the Broker on Optional Cash
Payments; therefore, the Company strongly recommends that Optional Cash Payments
be made in such a manner
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so as to reach the Company shortly before the fifth day prior to the Common
Stock Dividend Payment Date (see Question 12).
The same amount of money need not be sent in each payment and there is no
obligation to make Optional Cash Payments on a regular basis. An Optional Cash
Payment may not be less than $10 per payment and may not exceed a total of
$15,000 per quarter. Payments of less than $10, and all amounts in excess of a
total of $15,000 per quarter, will be returned to the Participant.
Funds submitted for investment must be checks, money orders or cash, in
United States currency and must be funds available for immediate deposit during
the Cash Acceptance Period. Postdated checks or second or third party checks
will be returned. Funds received before or after the Cash Acceptance Period or
otherwise not meeting these requirements will be returned.
A Participant may stop the investment of an Optional Cash Payment without
withdrawing from the Plan by notifying the Company in writing, provided that the
written communication is received by the Company not later than five days before
the Investment Period.
10. How does a Participant change his/her method of participation?
A Participant may change his/her method of participation at any time
by-completing a new Authorization Form and returning it to the Company or by
advising the Company in writing. The change will become effective at the next
Record Date.
Purchase Prices -- Investment Period -- Source of Shares
11. What is the price of shares purchased under the Plan?
The price of shares of Common Stock purchased in the open market will be
the weighted average price (including brokerage commissions) paid by the Broker
to obtain them during the Investment Period.
The price of shares of Common Stock purchased directly from the Company
under the Plan will be the average of the reported high and low composite sales
prices of the Company's Common Stock as compiled by the Consolidated Tape
Association on the Common Stock Dividend Payment Date on which the Investment
Period commences. If, as set forth in Question 12, the Broker is unable to
purchase shares on the open market during the Investment Period and purchases
shares directly from the Company, the price will be determined as of the day of
the purchase. If high and low composite sales prices are not reported on that
date, the purchase price will be determined as of the last previous day on
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which high and low composite sales prices were reported for the Company's Common
Stock.
Shares will be credited to Participants' Plan Accounts as of the last day
of the Investment Period, or as of such earlier date on which all purchases for
the Investment Period are completed, at a price per share equal to the weighted
average price per share (including any brokerage commissions) paid to obtain the
shares during that Investment Period.
12. When will funds be invested under the Plan?
The Investment Period for each quarter will begin on the Common Stock
Dividend Payment Date and will continue through the following 30 days. During
the Investment Period, the Company will invest Dividends paid on Common Stock
and Optional Cash Payments received by the Company during the Cash Acceptance
Period. The Company normally pays Dividends on its Common Stock on or about the
20th of February, May, August, and November.
When shares are purchased on the open market, the Broker will make the
purchases with funds paid or delivered to the Broker by the Company. Purchases
may be made by the Broker beginning on the Common Stock Dividend Payment Date
and will be completed during the following 30 days. If the Broker is unable to
purchase the shares on the open market during the Investment Period, then shares
will be purchased directly from the Company during the Investment Period.
13. How many shares will be purchased for a Participant during each
Investment Period?
The number of shares, including any fractional share, purchased will depend
on the Dividends earned on the shares the Participant has committed to the Plan,
including Dividends received on shares credited to the Participant's Plan
Account, the amount of Optional Cash Payments, if any, to be invested and the
price of the shares determined as provided in Question 11. Each Participant's
Plan Account will be credited with that number of shares, including fractions
computed to three decimal places, equal to the total amount to be invested (less
brokerage commissions) for that Participant divided by the weighted average
price per share paid to acquire shares for that Investment Period.
A Plan Participant may not direct the Company to purchase a specific number
of shares for his/her Plan Account.
14. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will be either original issue or may be
purchased by the Broker on the open market. Subject to certain limitations, the
Broker has full discretion as
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to all matters relating to open market purchases, including determination of the
number of shares, if any, to be purchased on any day or at any time of day, the
price paid for such shares, the markets on which such shares are purchased
(including on any securities exchange, on the over-the-counter market or in
negotiated transactions) and the persons (including other brokers and dealers)
from or through whom such purchases are made. The Broker, in its sole
discretion, has the right to purchase original issue stock directly from the
Company even though the Company has indicated market stock should be purchased
if the Broker cannot make all necessary open market purchases within the 30-day
Investment Period.
Withdrawing Shares -- Terminating Participation
15. Can a Participant withdraw shares in his/her Plan Account without
terminating participation in the Plan?
Yes. Without terminating a Plan Account, a Participant may at any time
withdraw any number of whole shares held in the Participant's Plan Account by
written request to the Company. The form on the back of the Participant's
quarterly statement of account may be used for this purpose. The request must
indicate the number of whole shares to be withdrawn.
A certificate for shares withdrawn will be issued to the Participant
without charge. A certificate for fractional shares will not be issued under any
circumstances.
16. How and when may a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan by notifying the
Company in writing at any time. Upon written notification and request, whole
shares in the Participant's Plan Account will be withdrawn and issued in
certificate form as described in Question 15. A cash payment, less brokerage
commission, will be issued at the same time and mailed directly to the
Participant for any fractional share remaining in the account. To avoid the
issuance of odd-share certificates, if a Participant so desires, up to and
including 99 shares may be sold with any fractional share upon termination from
the Plan. The payment for any shares sold will be the average of the reported
high and low composite sales price of the Company's Common Stock on the day the
request for termination is processed by the Company (or, if no composite sales
prices are reported on such date, on the next preceding date such prices were
reported), less brokerage commissions and any transfer taxes.
If a Participant's request to terminate Plan participation is received by
the Company at least five days before the Common Stock Dividend Payment Date
(beginning of the Investment Period), an Optional Cash Payment, a Dividend or a
Plan share Dividend,
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all of which would otherwise be invested in that Investment Period, will be
returned (Optional Cash Payment) or paid (Dividend and/or Plan share Dividend)
to the Participant. If a request to terminate Plan participation is received by
the Company after those specific five days or during the Investment Period, the
amounts scheduled to be invested will be invested, and Plan participation will
then be terminated after that investment has been completed.
If a Participant dies, the Company should be notified in writing. If the
notification is received not later than five days before an Investment Period,
whole shares in the Participant's Plan Account will be withdrawn and issued in
certificate form. A cash payment, less brokerage commission, will be issued for
any fractional share remaining in the account. If the notification is received
after the five day period, the amounts scheduled to be invested will be
invested, and Plan participation will be terminated after that investment has
been completed.
17. May a Participant stop reinvesting the Dividends from his record shares
and receive them in cash and still remain in the Plan?
Yes. A Participant who terminates the reinvestment of Dividends paid on
shares registered in his/her name outside the Plan may leave shares acquired
through the Plan in the Participant's Plan Account. Dividends paid on shares
left in the Plan will continue to be automatically reinvested. The Participant
may also continue to make Optional Cash Payments.
18. When may a shareowner and/or customer re-enroll in the Plan?
Generally, a shareowner and/or customer may again become a Participant at
any time. However, the Company reserves the right to reject any Authorization
Form from a previous Participant on grounds of excessive enrolling and
termination. This reservation is intended to minimize administrative expense and
to encourage use of the Plan as a long-term investment service.
Certificates for Shares -- Account -- Reports
19. Will certificates be delivered to Participants for shares purchased?
Certificates for shares purchased under the Plan will not automatically be
delivered to Participants. The shares purchased for a Participant will be held
by the Company and will be credited to the Participant's Plan Account and shown
on the Participant's statement of account. This additional service protects
against loss, theft or destruction of stock certificates.
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20. In whose name will accounts be maintained and certificates registered
when issued?
A Participant's Plan Account will be maintained in the name or names which
appear on the Company's shareowner records and/or in the customer name which is
shown on the Authorization Form.
A certificate for shares, when delivered to a Participant, will be
registered in the name or names in which the account is maintained. Upon written
request, certificates can be registered and issued in names other than the
account name, provided that the request bears the signature of the Participant
or Participants and the signature or signatures are guaranteed by a brokerage
firm or a financial institution that is a member of an eligible guarantor
institution pursuant to Regulation Section 240.17 Ad-15 under the Exchange Act.
21. What reports and other information will be sent to Participants?
Each Participant will receive a Plan statement of account as soon as
practicable following the end of each Investment Period. These statements
provide a record of the cost of each Participant's purchases and should be
retained for tax purposes. Each Participant will also receive copies of any
amendments to the Plan and will receive the same communications as any other
shareowner, including annual reports, quarterly reports, notices of annual
meetings and proxy statements, and income tax information for reporting
Dividends paid.
Other Information
22. What happens when a Participant sells or transfers all of the shares
registered in his/her name?
If a Participant sells all shares of stock registered in his/her name, the
Company will, unless otherwise instructed by the Participant, continue to
reinvest the Dividends on the shares credited to his/her account under the Plan
as long as there is a balance. However, at the discretion of the Company, any
account holding less than one full share may be terminated. Payment for the
fractional share will be the average of the reported high and low composite
sales prices of the Company's Common Stock on the date payment is made and the
Participant's Plan Account is closed.
If a Participant transfers all shares of stock registered in his/her name
into a new registration, the Company will not automatically transfer the Plan
share balance to the new account. The Participant must contact the Company to
request the transfer of Plan shares.
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23. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering?
Any shares distributed by the Company as a stock dividend on shares
(including fractional shares) credited to a Participant's Plan Account, or upon
any split of such shares, will be credited to the account. Stock dividends or
splits distributed on all other shares held by the Participant and registered in
the Participant's own name will be mailed directly to the Participant.
In a rights offering, the Company will receive rights attributable to whole
shares credited to a Participant's Plan Account. The Company will promptly sell
such rights on the open market, and each Participant's Plan Account will be
proportionately credited with the net proceeds of the sale, which will be
invested as an additional cash payment during the next Investment Period. If a
Participant wishes to exercise these rights, he/she must request that
certificates for Plan shares be issued in his/her name.
A rights offering referred to in this Question 23 is not related to the
Preferred Share Purchase Rights attached to the shares of Common Stock.
24. How will a Participant's shares be voted at meetings of shareowners?
Each Participant will receive a proxy card for whole shares credited to
his/her Plan Account combined with those common shares held in certificate form.
If the proxy is properly signed and marked for voting, the Company will vote the
shares held in the Participant's Plan Account and any shares of Common Stock of
record in accordance with the proxy for such shares.
25. Can a Participant pledge shares credited to his/her Plan Account?
No. Shares in a Participant's Plan Account may not be pledged or otherwise
encumbered unless withdrawn from the account.
26. What is the responsibility of the Company under the Plan?
In administering the Plan, neither the Company nor the Broker nor any agent
of either of them will be liable for any act done in good faith, or for any
omission to act in good faith, including, without limitation, any claim of
liability arising out of failure to terminate the Participant's Plan Account
upon such Participant's death prior to the receipt of notice in writing of such
death; provided, however, that nothing contained herein shall be deemed to
constitute a waiver of any rights a
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Participant may have under the Securities Act of 1933 or other applicable
federal securities laws.
Participants should recognize that neither the Company nor the Broker can
assure them of a profit or protect them against a loss on shares purchased by
them under the Plan.
If a Participant is unwilling to abide by the rules and provisions as set
forth in this Prospectus, the Company reserves the right to terminate his/her
Participation.
In order to comply with escheatment laws, the Company reserves the right to
terminate Participation when a Participant becomes "lost" or can no longer be
contacted by the Company. A certificate for whole shares in a "lost" Participant
Plan Account will be issued and the fractional share, less commission, will be
sold. The certificate and proceeds of the fractional share sale will be held by
the Company until either delivery can be effected to the Participant or
escheatment requirements must be met.
27. Who interprets and regulates the Plan?
The Board of Directors of the Company reserves the right to interpret and
regulate the Plan.
28. What provision is made for foreign Participants whose Dividends are
subject to income tax withholding?
In the case of those foreign Participants whose Dividends are subject to
United States income tax withholding, the Company will apply the net amount of
the Dividends to such foreign Participants, after the deduction of taxes, to the
purchase of shares of Common Stock.
Foreign Participants who elect to participate in the Plan through Optional
Cash Payments only will continue to receive Dividends on shares registered in
their names in the same manner as if they were not participating in the Plan.
Optional Cash Payments received from them must be in United States currency and
will be invested in the same manner as Optional Cash Payments from other
Participants.
29. What provision is made for Participants who have Federal Taxes
withheld under the Interest and Dividend Tax Compliance Act of 1983
(P.L. 98-67) (relating to back up withholding)?
In the case of those Participants whose Dividends are subject to back up
withholding under the Interest and Dividend Tax Compliance Act of 1983,
Regulations 35a.3406-l, 35a.3406-2, 35a.9999-2, 35a.9999-3, 35a.9999-4 and
35a.9999-5, the Company will apply the net amount of the Dividends to such
Participants,
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after deduction of taxes, to the purchase of shares of Common Stock.
30. May the Plan be changed or terminated?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. It also
reserves the right to make modifications or amendments to the Plan. Any such
suspension, termination, modification or amendment will be announced to all
shareowners, whether participating or not participating in the Plan. If the Plan
should be terminated by the Company, any shares of Common Stock purchased under
the Plan which have not been allocated to Participants' Plan Accounts at the
termination date will be sold on the open market subject to any applicable
requirements of law affecting the timing and manner of sale of such Common
Stock.
* * * *
FEDERAL INCOME TAX CONSEQUENCES
The Federal income tax consequences to Participants are currently as
follows:
In the case of reinvested cash Dividends used to purchase shares on the
open market and to pay brokerage commissions, a Participant will be treated for
Federal income tax purposes as having received a distribution in an amount equal
to the cash Dividends used to purchase the shares and to pay the commissions.
The tax basis of the shares so purchased will be equal to the amount of such
dividend distribution.
In the case of reinvested cash Dividends used to purchase original issue
stock, a Participant will be treated for Federal income tax purposes as having
received a distribution in an amount equal to the fair market value on the
dividend payment date of the shares credited to the account. The tax basis of
the shares so purchased will be equal to the fair market value of such shares on
the dividend payment date.
A Participant who purchases shares with Optional Cash Payments will
recognize no taxable income upon such purchases. The tax basis of shares so
purchased will be the amount of the Optional Cash Payments.
Form 1099-DIV, which will be sent by the Company to each Participant
annually, will indicate the total amount of Dividends paid to the Participant.
A Participant does not realize any taxable income when such Participant
receives a certificate for whole shares credited to such Participant's account
under the Plan, either upon a request for certificates for certain of these
shares or upon termination
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of such Participant's participation or termination of the Plan by the Company.
However, gain or loss will be realized by the Participant when whole shares are
sold, either pursuant to the Participant's request to sell shares held in the
Plan when such Participant terminates participation in the Plan or by such
Participant after such termination. In addition, a Participant who receives,
upon termination of Plan participation or termination of the Plan by the
Company, a cash adjustment for a fraction of a share credited to such
Participant will realize a gain or loss with respect to that fraction. The
amount of any such gain or loss will be the difference between the amount which
the Participant receives for the shares or the fractional share and the
Participant's tax basis thereof.
The above Federal income tax discussion is based on the Federal income tax
law as in effect on the date hereof. Because tax consequences may differ among
Participants in the Plan, each Participant is advised to consult his or her own
tax advisor concerning the specific Federal, state and local tax questions
relating to participation in the Plan.
USE OF PROCEEDS
To the extent that shares are purchased directly from the Company, the net
proceeds are expected to be used for the Company's ongoing construction program
including, but not limited to, the rebuilding and expansion of certain
hydroelectric facilities, for general corporate purposes, the possible purchase
of electric utility assets and service territory, the retirement of maturing
debt and the possible redemption or defeasance of certain debt or preferred
stock presently outstanding. To the extent that the proceeds from the sale of
the shares are not immediately so used, they may be temporarily invested in
short-term discounted or interest-bearing obligations. Unless shares of Common
Stock are purchased directly from the Company, the Company will receive no
proceeds from the offering of Common Stock through the Plan. The Company has no
basis for estimating either the number of shares of Common Stock that will
ultimately be sold pursuant to the Plan, the prices at which such shares will be
sold or the number of shares, if any, that will be purchased directly from the
Company.
LEGAL OPINIONS
The validity of the Plan and legality of the Common Stock and the attached
Preferred Share Purchase Rights issued thereunder will be passed upon for the
Company by Reid & Priest LLP, New York, New York and by Robert W. Stahman, Vice
President and General Counsel for the Company. Reid & Priest LLP will, for
matters governed by the laws of Idaho, rely upon the opinion of Mr. Stahman.
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As of December 31, 1995, Mr. Stahman owned 12,313.652 shares of Company
Common Stock. Mr. Stahman is acquiring additional shares of Common Stock at
regular intervals through the Company Employee Stock Plans.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K have been audited by Deloitte & Touche LLP, 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 and auditing.
With respect to the unaudited interim financial information for the periods
ended March 31, June 30, and September 30, 1995 and 1994, which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports, included in the Company's Quarterly Reports
on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995,
and incorporated by reference herein, they did not audit and they do not express
an opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP is
not subject to the liability provisions of Section 11 of the Securities Act of
1933 for their reports on the unaudited interim financial information because
those reports are not "reports" or a "part" of the registration statement
prepared or certified by an accountant within the meaning of Sections 7 and 11
of the Act.
DESCRIPTION OF COMMON STOCK
General
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $2.50 per share; 215,000 shares of 4% Preferred
Stock, par value $100 per share; 150,000 shares of Serial Preferred Stock, par
value $100 per share; and 3,000,000 shares of Serial Preferred Stock, without
par value (the foregoing preferred stocks collectively referred to as the
"Preferred Stocks"). The Preferred Stocks are issuable in series with such terms
and conditions as the Board of Directors of the Company may determine and as are
not inconsistent with the Restated Articles of Incorporation, as amended (the
"Charter").
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The following is a summary of certain rights and privileges of the Common
Stock of the Company. The statements and description hereinafter contained do
not purport to be complete as they are intended only to outline such provisions
in general terms. Reference is made to the provisions of the Charter and the
By-laws (the "By-laws") of the Company and to the laws of the State of Idaho.
Dividend Rights
Subject to the prior rights of the Preferred Stocks (which rank pari passu
each with the other and which have cumulative rights), the Common Stock is
entitled to such dividends as the Board of Directors may determine.
Liquidation Rights
The Company's Preferred Stocks have preference over the Common Stock in any
distribution of net assets upon involuntary liquidation, until the full par
value (in the case of Preferred Stock having par value) or liquidation
preference (in the case of Preferred Stock without par value) and any
accumulated unpaid dividends shall have been paid. Upon voluntary liquidation,
the Preferred Stocks have preference over the Common Stock in any distribution
of net assets until the full par value (in the case of the 4% Preferred Stock)
or the liquidation preference (in the case of the Serial Preferred Stock, $100
par value, and the Serial Preferred Stock, without par value) and any
accumulated unpaid dividends shall have been paid.
Voting Rights
Except as otherwise specified below, each share of the 4% Preferred Stock
is entitled to 20 votes and the Serial Preferred Stock, $100 par value, and the
Serial Preferred Stock, without par value, are entitled to those voting rights,
if any, accorded by the Board of Directors. The currently issued and outstanding
7.68% Series Serial Preferred Stock, $100 par value, is entitled to one vote per
share. The currently issued and outstanding 8.375% Series, Serial Preferred
Stock, without par value, the Flexible Auction Series A, Serial Preferred Stock,
without par value, and the 7.07% Series, Serial Preferred Stock, without par
value, were not given voting rights by the Board of Directors. The Common Stock
has one vote per share.
Shareowners do not have the right to cumulate votes in the election of
directors.
If dividends on the 4% Preferred Stock have been accumulated and unpaid in
an amount equivalent to or exceeding four quarterly dividends, the holders
thereof are entitled thereafter at each succeeding annual meeting of shareowners
to elect the smallest number of directors necessary to constitute a majority of
the
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Board of Directors, with the remaining directors (subject to the rights of the
holders of the Serial Preferred Stock, without par value, specified below) to be
elected as usual by the holders of shares of the voting stock of the Company
without distinction as to class, until such accumulated and unpaid dividends
shall have been eliminated.
If dividends on the Serial Preferred Stock, without par value, shall have
been accumulated and unpaid in an amount equivalent to or exceeding six
quarterly dividends, the holders thereof are entitled thereafter at each
succeeding annual meeting of shareowners at which a majority of such holders are
represented to elect two directors from among those directors who would
otherwise be elected by the holders of shares of the voting stock of the Company
without distinction as to class, with the remaining directors (subject to the
rights of the holders of the 4% Preferred Stock discussed in the preceding
paragraph) to be elected as usual by the holders of shares of the voting stock
of the Company without distinction as to class, until all such accumulated and
unpaid dividends shall have been eliminated.
Under the Charter and applicable Idaho statutes, the Preferred Stocks may
also have special voting rights with respect to certain matters including, but
not limited to, approving certain mergers, amending the terms of the Preferred
Stocks, creating new stock ranking prior to or on a parity with the Preferred
Stocks, or, under certain circumstances, issuing additional Preferred Stocks.
Pursuant to the Charter and the By-laws, the Board of Directors is divided
into three classes, each with, as nearly as possible, an equal number of
directors serving staggered three-year terms. The Board may fix the number of
directors within a range of nine to fifteen, and the size of the Board may be
increased or decreased beyond these limits only by an amendment to the Charter.
At a special meeting of shareowners called expressly for that purpose, directors
may be removed from office by a two-thirds vote of shareowners entitled to vote
where cause exists, and by a unanimous vote of shareowners entitled to vote
where such cause does not exist. A special meeting of shareowners may be called
only by the Chairman of the Board of Directors, the President, a majority of the
Board of Directors, or the holders of not less than four-fifths of the shares
entitled to vote at the meeting. The provisions of the Charter described in this
paragraph, and the By-law provision dealing with the calling of special
meetings, may be amended only by the affirmative vote of at least four-fifths of
the total voting power of the Company, provided that such four-fifths vote shall
not be required for an amendment recommended by two-thirds of the Continuing
Directors (as defined in the Charter).
The affirmative vote of 80% of the shareowners entitled to vote is required
to effect certain mergers or other transactions
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involving a shareowner who is the direct or indirect beneficial holder of 10% or
more of the Company's outstanding voting stock ("Business Combinations"). Any
Business Combination will also require that certain "fair price" requirements
set forth in the Charter be met. Neither the 80% shareowner vote nor "fair
price" will be required for any Business Combination which has been approved by
two-thirds of the Continuing Directors (as defined in the Charter). This
provision of the Charter may be amended only by the affirmative vote of at least
four-fifths of the total voting power of the Company. See "Description of
Preferred Share Purchase Rights" below.
Although the provisions of the Company's Charter and By-laws dealing with
directors and Business Combinations are intended to encourage potential
acquiring persons to negotiate with the Board of Directors and to provide for
continuity and stability of management, the combination of these provisions may
have an anti-takeover effect. By making it more time consuming for a substantial
shareowner to gain control of the Board, such provisions render more difficult,
and thus may discourage, a proxy contest or the assumption of control of the
Company or the removal of the incumbent Board.
Issuance of Preferred Stock
So long as any shares of the 4% Preferred Stock shall remain outstanding,
no shares of the 4% Preferred Stock, or of any class of stock having relative
rights and preferences equal or superior to the relative rights and preferences
of the 4% Preferred Stock, with respect to the payment of dividends or the
distribution of assets in liquidation shall be issued without the affirmative
vote of the holders of a majority of the then outstanding shares of the 4%
Preferred Stock, unless the gross income of the Company for a period of twelve
consecutive calendar months within the fifteen calendar months immediately
preceding such issuance, determined in accordance with generally accepted
accounting practices (but in any event after deducting all taxes and
depreciation) shall equal or exceed one and one-half (1 1/2) (as a result of the
waiver resolution effective as of May 1, 1991 until December 31, 2000) times the
sum of the Company's annual interest and preferred dividend requirements,
including the shares to be issued; provided that there shall be excluded from
the foregoing computation interest charges on all indebtedness and dividends on
all shares of the 4% Preferred Stock, or any other class of stock of the Company
having relative rights and preferences equal or superior to the aforesaid
relative rights and preferences of the 4% Preferred Stock, which are to be
retired in connection with the issue of such additional shares; and provided
further, that in any case where such additional shares of the 4% Preferred
Stock, or any other class of stock on the Company having relative rights and
preferences equal or superior to the aforesaid relative rights and preferences
of the 4% Preferred Stock, are to be issued in connection with the acquisition
of additional public
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utility property, the gross income of the property to be so acquired, computed
on the same basis as the gross income of the Company, may be included on a pro
forma basis in making the foregoing computation.
So long as any shares of the Serial Preferred Stock, $100 par value, shall
remain outstanding, no shares of the Serial Preferred Stock, $100 par value, or
of any class of stock having relative rights and preferences equal or superior
to the relative rights and preferences of the Serial Preferred Stock, $100 par
value, with respect to the payment of dividends or the distribution of assets in
liquidation shall be issued without the affirmative of the holders of a majority
of the then outstanding shares of the Serial Preferred Stock, $100 par value,
other than to refinance an equal par amount or stated value of shares of the
Serial Preferred Stock, $100 par value, and any other class of stock having
relative rights and preferences equal or superior to the aforesaid relative
rights and preferences of the Serial Preferred Stock, $100 par value, unless the
gross income of the gross income of the Company for a period of twelve
consecutive calendar months within the fifteen calendar months immediately
preceding such issuance, determined in accordance with generally accepted
accounting practices (but in any event after deducting all taxes and
depreciation) shall equal or exceed one and one-half (1 1/2) times the sum of
the Company's annual interest and preferred dividend requirements, including the
shares to be issued; provided that there shall be excluded from the foregoing
computation interest charges on all indebtedness and dividends on all shares of
the Serial Preferred Stock, $100 par value, or any other class of stock of the
Company having relative rights and preferences equal or superior to the
aforesaid relative rights and preferences of the Serial Preferred Stock, $100
par value, which are to be retired in connection with the issue of such
additional shares; and provided further, that in any case where such additional
shares of the Serial Preferred Stock; $100 par value, or any other class of
stock of the Company having relative rights and preferences equal or superior to
the aforesaid relative rights and preferences of the Serial Preferred Stock,
$100 par value, are to be issued in connection with the acquisition of
additional public utility property, the gross income of the property to be so
acquired, computed on the same basis as the gross income of the Company, may be
included on a pro forma basis in making the foregoing computation.
Other Provisions
The Common Stock will not be liable for further calls or assessment, does
not have any redemption, conversion, preemptive or subscription rights and will
be listed on the New York and Pacific Stock Exchanges.
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Miscellaneous
The Transfer Agents for the Company's Common Stock are Idaho Power Company,
Boise, Idaho and The Bank of New York, New York.
The Registrars for the Company's Common Stock are The Bank of New York, New
York and First Security Bank of Idaho, N.A., Boise, Idaho.
Description of Preferred Share Purchase Rights
The Company has adopted a shareowner rights plan pursuant to which holders
of Common Stock outstanding on January 29, 1990 or issued thereafter have been
granted one preferred share purchase right (a "Right") on each outstanding share
of Common Stock of the Company. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of January 11, 1990 (the "Rights
Agreement"), between the Company and First Chicago Trust Company of New York,
the Rights Agent appointed by the Company (The Bank of New York, successor
Rights Agent). The statements and description hereinafter contained do not
purport to be complete as they are intended only to outline such provisions in
general terms. 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 prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Company's Voting Shares 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 shareowner to purchase one one-hundredth of a share of the A
Series of the Company's Serial Preferred Stock, without par value, having the
rights and preferences described in the Rights Agreement, at an exercise price
of $85.00, subject to certain adjustments and subject to regulatory approval and
the requirements for issuance described under the subheading "Issuance of
Preferred Stock" above. Each whole share of the A Series, Serial Preferred
Stock, without par value, entitles the holder thereof to 100 votes on all
matters submitted to a vote of shareowners. The Rights will be exercisable only
if a person or group acquires 20% or more of the Company's Voting Shares or
announces a tender offer, the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of the Company's Voting
Shares.
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If any person or group acquires 20% or more of the outstanding Voting
Shares of the Company, each Right will entitle its holder (other than such
person or members of such group), subject to regulatory approval, to purchase
that number of shares of Common Stock and/or at the election of the Company one
one-hundredths of a share of Serial Preferred Stock, without par value, having a
market value of twice the Right's exercise price subject, in the case of Serial
Preferred Stock, to the requirements for issuance described under the subheading
"Issuance of Preferred Stock" above. In addition, after any person or group has
acquired 20% or more of the outstanding Voting Shares of the Company, the
Company may not consolidate or merge with, or sell 50% or more of its assets or
earning power to, any person or group, or engage in certain "self-dealing"
transactions with any person or group owning 20% or more of the outstanding
Voting Shares of the Company, unless proper provision is 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
then current exercise price.
At any time after a person or group acquires more than 20% but less than
50% of the outstanding Voting Shares of the Company, the Board of Directors of
the Company may, subject to any necessary regulatory approval, require each
outstanding Right (other than Rights owned by such acquiring person, which will
have become void) 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 $.01 per Right, by the
Board of Directors of the Company at any time until any person or group has
acquired 20% or more of the Company's Voting Shares. 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 January 11,
2000 unless earlier exercised or redeemed.
Certain Idaho Statutory Provisions
The Company is subject to the Idaho Control Share Acquisition Act (the
"CSAA"), which is designed to protect minority shareowners in the event that a
person acquires or proposes to acquire, directly or indirectly, by tender offer
or otherwise, shares giving it at least 20%, at least 331/3%, or more than 50%
of the voting power in the election of directors (such an acquisition, a
"Control Share Acquisition"). The CSAA is applicable to a publicly held Idaho
corporation which has at least 50 shareowners, such as the Company, unless a
provision in its by-laws or articles of incorporation, adopted in accordance
with the CSAA, makes an express election not to be subject to such chapter.
There is no such provision in the Company's Bylaws or Charter.
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Under the CSAA, a person acquiring a Control Share Acquisition is required
to deliver to the corporation an information statement disclosing, among other
things, the identity of the person, the terms of the acquisition or proposed
acquisition, and the financing thereof. An acquiring person will not be able to
vote those shares acquired in a Control Share Acquisition that exceed one of the
cited thresholds (such shares, "Control Shares") unless a resolution approved by
662/3% of the voting power of all shares entitled to vote thereon (excluding
shares with respect to which voting power can be exercised by the acquiring
person or an officer or director of the corporation) approves of such voting
power. At the request of the acquiring person, such a resolution must be put
forth before shareowners at a special meeting held within 55 days after receipt
of the information statement, provided that the acquiring person undertakes to
pay the costs of such special meeting and has delivered to the corporation
copies of definitive financing agreements with responsible entities for any
required financing of the Control Share Acquisition. If an information statement
has not been delivered to the corporation by the 10th day after a Control Share
Acquisition, or the shareowners of the corporation have voted not to accord
voting rights to the Control Shares, the corporation may redeem all (but not
less than all) of the Control Shares at their fair market value. Shares that are
not accorded voting rights pursuant to the CSAA regain their voting rights when
acquired by another person in an acquisition that is not subject to the CSAA.
The Company is also subject to the Idaho Business Combination Act (the
"BCA"), which prohibits a corporation from engaging in certain business
combinations with an "interested shareowner" for a period of three years after
the date of the transaction in which the person became an interested shareowner,
unless, among other things, (i) the corporation's by-laws or articles of
incorporation include a provision that was adopted in accordance with the BCA
and that expressly provides that the corporation is not subject to the statute
(the Company has not made such an election), or (ii) a committee of the
corporation's board of directors approves of the business combination or the
acquisition of the shares before the date such shares were acquired. After the
three year moratorium period, the corporation may not consummate a business
combination unless, among other things, it is approved by the affirmative vote
of the holders of at least two-thirds of the outstanding shares entitled to vote
(other than those beneficially owned by the interested shareowner or an
affiliate or associate thereof) or the business combination meets certain
minimum price and form of payment requirements. An interested shareowner is
defined to include, with certain exceptions, any person who is the beneficial
owner of 10% or more of the voting power of the outstanding voting shares of the
corporation. Business combinations subject to the BCA include certain mergers,
consolidations, recapitalizations and reverse share splits.
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<PAGE>
The application of the CSAA and the BCA may have the effect of delaying,
deferring or preventing a change of control of the Company.
-26-
<PAGE>
TABLE OF CONTENTS
Page
STATEMENT OF AVAILABLE INFORMATION................................2
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE.............................................2
THE COMPANY.......................................................3
SUMMARY OF MAJOR PLAN TERMS.......................................3
THE PLAN .........................................................4
Definitions..............................................4
Purpose and Advantages of
the Plan............................................5
Eligibility..............................................6
Administration and Agent.................................6
Procedure for Enrolling -
Authorization Form..................................7
Purchase Prices --
Investment Period --
Source of Shares....................................9
Withdrawing Shares --
Terminating
Participation......................................11
Certificates for Shares --
Account -- Reports.................................12
Other Information.......................................13
FEDERAL INCOME TAX CONSEQUENCES..................................16
USE OF PROCEEDS..................................................17
LEGAL OPINIONS...................................................17
EXPERTS ........................................................18
DESCRIPTION OF COMMON STOCK......................................18
IDAHO POWER
COMPANY
-------------
Dividend Reinvestment
and Stock Purchase Plan
-------------
Common Stock
($2.50 Par Value)
-------------
PROSPECTUS
-------------
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<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 30-1-850 et seq. of the Idaho Business Corporation Act (the "Act")
provide for indemnification of IDACORP's directors and officers in a variety of
circumstances.
Article VIII of IDACORP's Restated Articles of Incorporation provides that
IDACORP 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 IDACORP provides that IDACORP 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 IDACORP may
enter into indemnification agreements with any director, officer, employee or
agent to the extent permitted under any applicable law.
IDACORP has liability insurance protecting its directors and officers
against liability by reason of their being or having been directors or officers.
In addition, IDACORP intends to enter into indemnification agreements with its
directors and officers to provide for indemnification to the maximum extent
permitted by law.
Item 16. 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) -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.
II-1
<PAGE>
Exhibit File Number As Exhibit
*3(c) 333-48031 3(c) -Amended Bylaws of
IDACORP, Inc., as of
September 10, 1998
*4 Form 8-K, 4 -Rights Agreement, dated
dated as of September 10, 1998
September between IDACORP, Inc. and
15, 1998 The Bank of New York, as
Rights Agent.
5(a) -Opinion and consent of
Robert W. Stahman, Esq.
5(b) and -Opinion and consent of
8 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 17. UNDERTAKINGS.
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
II-2
<PAGE>
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% 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 registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (i) and (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 Commission by the
registrant 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 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 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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses incurred
or paid by a director, officer or controlling person of the
II-3
<PAGE>
registrant 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 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 questions 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 this Post-Effective Amendment
to 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
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-3 and has duly caused this Post-Effective
Amendment to the 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 21st 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
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Joseph W. Marshall Chairman of the September 21,
Joseph W. Marshall) Board and Chief 1998
Executive
Officer
/s/ Jan B. Packwood President, September 21,
(Jan B. Packwood) Chief Operating 1998
Officer and
Director
II-5
<PAGE>
Signature Title Date
/s/ J. LaMont Keen Vice President, September 21,
(J. LaMont Keen) Chief Financial 1998
Officer and
Treasurer
(Principal
Financial and
Accounting
Officer)
/s/ Robert D. Bolinder Director September 21,
(Robert D. Bolinder) 1998
/s/ Roger L. Breezley Director September 21,
(Roger L. Breezley) 1998
/s/ John B. Carley Director September 21,
(John B. Carley) 1998
/s/ Peter T. Johnson Director September 21,
(Peter T. Johnson) 1998
/s/ Jack K. Lemley Director September 21,
(Jack K. Lemley) 1998
/s/ Evelyn Loveless Director September 21,
(Evelyn Loveless) 1998
/s/ Jon H. Miller Director September 21,
(Jon H. Miller) 1998
/s/ Peter S. O'Neill Director September 21,
(Peter S. O'Neill) 1998
II-6
<PAGE>
/s/ Gene C. Rose Director September 21,
(Gene C. Rose) 1998
/s/ Phil Soulen September 21,
(Phil Soulen) Director 1998
II-7
<PAGE>
Exhibit Index
As
Exhibit File Number 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) -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
*4 Form 8-K, 4 -Rights
dated Agreement, dated
September 15, as of September
1998 10, 1998 between
IDACORP, Inc. and
The Bank of New
York, as Rights
Agent.
5(a) -Opinion and
consent of Robert
W. Stahman, Esq.
<PAGE>
As
Exhibit File Number Exhibit Page
5(b) and -Opinion and
8 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).
*Previously filed and incorporated herein by reference.
EXHIBIT 3(b)
IDACORP, INC.
ARTICLES OF AMENDMENT
1. IDACORP, Inc. (Corporation) is hereby amending Article V, Section 3 of the
Restated Articles of Incorporation to read as follows:
Section 3. Preferred Stock: Shares of Preferred Stock may be issued in one
or more series. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series of the Preferred Stock and all other
classes of stock of the Corporation. The Board of Directors is hereby expressly
authorized to establish series of Preferred Stock and, within the limitations
set forth in these Articles of Incorporation and such limitations as may be
provided by any applicable law, to prescribe the number of shares to be included
in any series and the preferences, limitations and relative rights of each
series of the Preferred Stock so established. Such action by the Board of
Directors shall be expressed in a resolution or resolutions adopted by it prior
to the issuance of shares of each series. Without limitation thereto, the
authority of the Board of Directors with respect to each series shall include
the determination of any or all of, and the shares of each series may vary from
the shares of any other series in, the following:
(a) the number of shares constituting such series and the
designation thereof;
(b) the rate or rates of dividend, if any, or any formula or
other method or other means by which such rate or rates are to be
determined at any time or from time to time, the date or dates on
which dividends may be payable, whether such dividends shall be
cumulative, noncumulative or partially cumulative and, if cumulative
or partially cumulative, the date from which dividends shall
accumulate;
(c) whether shares may be redeemed or converted (i) at the option
of the Corporation, the shareholder or another person or upon the
occurrence of a designated event; (ii) for cash, indebtedness,
securities or other property; (iii) in a designated amount or in an
amount determined in accordance with a designated formula or by
reference to extrinsic data or events;
(d) the preference, if any, of shares of such series over any
other class of shares with respect to
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<PAGE>
distributions, including dividends and distributions upon any
voluntary or involuntary dissolution, liquidation or winding up of the
Corporation;
(e) whether the shares shall have any voting powers, in addition
to the voting powers provided by law, and the terms of any such voting
powers; and
(f) any other relative rights, preferences and limitations of
that series.
All shares of the Preferred Stock of the same series shall be identical and
shall have identical preferences, limitations and relative rights, except that
shares of the same series issued at different times may vary as to the dates
from which dividends thereon shall be cumulative and except as otherwise not
prohibited by applicable law.
A. The A Series Preferred Stock, without par value.
1. Designation and Amount. There is hereby created the first
series of the Corporation's Preferred Stock, without par value, which
shall be designated as "A Series Preferred Stock" (the "A Series"),
without par value, and the number of shares constituting such series
shall be 1,200,000.
2. Dividends. The annual rate of dividends on shares of the A
Series shall be equal to the greater of (i) $1 or (ii) subject to the
provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all dividends or other distributions,
other than a dividend or distribution payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the shares of Common Stock
since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the
first issuance of such share or fraction thereof. In the event the
Corporation shall at any time after the Distribution Date (as defined
in the Rights Agreement dated as of September 10, 1998, between the
Corporation and the Rights Agent named therein) declare or pay any
dividend on the shares of Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Common Stock, then, in
each such case, the amount to which holders of shares of the A Series
were entitled immediately prior to such event under clause (ii) of the
preceding
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<PAGE>
sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately
prior to such event. Dividends shall be cumulative payable quarterly
on the 20th day of February, May, August and November in each year or
otherwise as the Board of Directors of the Corporation may determine
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing with respect to each share or fraction
thereof on the first Quarterly Dividend Payment Date after the
original issuance thereof, in the amount per share set forth above
(rounded to the nearest cent).
Dividends shall accrue on each outstanding share of the A Series
or fraction thereof from the date of original issue of such share or
fraction thereof, unless such date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination
of holders entitled to receive a quarterly dividend and before the
Quarterly Dividend Payment Date therefor, in either of which events
such dividends shall accrue from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid
on the shares of the A Series or fraction thereof in an amount less
than the total amount of such dividends at the time accrued and
payable on such shares or fraction thereof shall be allocated pro rata
on a share-by-share basis among all such shares or fraction thereof at
the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of the A Series entitled to
receive payment of a dividend or distribution declared thereon.
3. Redemption. The shares of the A Series shall not be
redeemable.
4. Liquidation. The amount payable upon shares of the A Series in
the event of voluntary or involuntary liquidation shall be the greater
of (i) $100 per share or (ii) subject to the provision for adjustment
set forth in "2.", above, 100 times the aggregate amount to be
distributed per share to the holders of the shares of Common Stock,
plus, in either case an amount equal to accrued and unpaid dividends
to the date of payment. In the event the Corporation shall at any time
after the Distribution Date declare or pay any dividend on the shares
of Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares
of Common Stock (by reclassification or otherwise) into a
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<PAGE>
greater or lesser number of shares of Common Stock, then, in each such
case, the aggregate amount to which holders of shares of the A Series
were entitled immediately prior to such event under clause (ii) of the
preceding sentence, shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such event.
5. Sinking Fund. There is no sinking fund for the redemption or
purchase of shares of the A Series.
6. Conversion. Shares of the A Series are not, by their terms,
convertible or exchangeable.
7. Voting Rights. At all meetings of the shareholders, each
holder of shares of the A Series shall have the following voting
rights:
Subject to the provision for adjustment hereinafter set forth,
each share of the A Series shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the
Distribution Date declare or pay any dividend on the shares of Common
Stock payable in shares of Common Stock or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock
(by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of the A Series were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately after such event and
the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such event.
8. Amendment. The Restated Articles of Incorporation shall not be
further amended in any manner which would materially alter or change
the powers, preferences or special rights of the A Series.
2. This amendment was duly adopted by the Board of Directors of the
Corporation pursuant to Section 30-1-602 which permits such an amendment
without shareholder action at a meeting on September 10, 1998 creating an A
Series of the Corporation's Preferred Stock, without par value and fixing
and
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<PAGE>
determining certain of the relative rights and preferences thereof.
IN WITNESS WHEREOF, the undersigned has signed this Article of Amendment
this 17th day of September, 1998.
IDACORP, Inc.
By: /s/ Robert W. Stahman
Robert W. Stahman
Secretary
-5-
Exhibit 5(a)
Robert W. Stahman, Esq.
General Counsel
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
September 21, 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 Post-Effective Amendment
No. 1 (the "Post-Effective Amendment") to the Idaho Power Company Registration
Statement on Form S-3 (File No. 333-00139), which the Company proposes to file
on or shortly after the date hereof pursuant to Rule 414(d) under the Securities
Act of 1933, as amended (the "Act"). The Company will be successor issuer to
Idaho Power Company, an Idaho corporation ("Idaho Power"), pursuant to a
statutory share exchange ("Share Exchange") to be effected on October 1, 1998
pursuant to an Agreement and Plan of Exchange dated as of February 2, 1998 (the
"Exchange Agreement") between Idaho Power and the Company, for the purpose of
establishing the Company as a holding company over Idaho Power.
The aforesaid Registration Statement, as amended by the Post-Effective
Amendment, relates to the issuance and sale by the Company of 888,040 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 thereof) (the
Stock and the Rights collectively referred to as the "Shares") pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
-1-
<PAGE>
IDACORP, Inc. September 21, 1998
For purposes of this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Exchange
Agreement; (ii) the Post-Effective Amendment; (iii) the Rights Agreement, dated
as of September 10, 1998 between the Company and The Bank of New York, as Rights
Agent (the "Rights Agreement"); (iv) the Restated Articles of Incorporation and
Amended Bylaws of the Company, as in effect on the date hereof and as to be
amended immediately prior to consummation of the Share Exchange; (v) resolutions
adopted by the Board of Directors of the Company relating to the Share Exchange,
the Post-Effective Amendment, the Rights Agreement and the issuance and delivery
of the Shares in connection with the Share Exchange and the Post-Effective
Amendment; and (vi) such other documents, certificates and other 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 records,
certificates and documents.
Based upon the foregoing, and subject to the qualifications 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 Company's
Post-Effective Amendment shall have become effective under the Act;
(ii) the Company's Board of Directors shall have taken appropriate
action to authorize the issuance and sale of the Shares on the terms
set forth in or contemplated by the Post-Effective Amendment; (iii)
the Stock shall have been issued, sold and delivered for the
consideration contemplated in the Post-Effective Amendment and in
accordance with the actions hereinabove mentioned; (iv) the Rights
shall have been issued in accordance with the terms of the Rights
Agreement and in accordance with the actions hereinabove mentioned;
and (v) the Share Exchange shall have been consummated in accordance
with the
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<PAGE>
IDACORP, Inc. September 21, 1998
terms of the Exchange Agreement and the laws of the State of Idaho;
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
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<PAGE>
IDACORP, Inc. September 21, 1998
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
Post-Effective Amendment and to the references to me under the caption "Legal
Opinions" in said Post-Effective Amendment and in the Prospectus constituting a
part thereof.
Very truly yours,
Robert W. Stahman
-4-
Exhibit 5(b) and 8
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
September 21, 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 Post-Effective Amendment No. 1 (the
"Post-Effective Amendment") to the Idaho Power Company Registration Statement on
Form S-3 (File No. 333-00139), which the Company proposes to file on or shortly
after the date hereof pursuant to Rule 414(d) under the Securities Act of 1933,
as amended (the "Act"). The Company will be successor issuer to Idaho Power
Company, an Idaho corporation ("Idaho Power"), pursuant to a statutory share
exchange ("Share Exchange") to be effected on October 1, 1998, pursuant to an
Agreement and Plan of Exchange dated as of February 2, 1998 (the "Exchange
Agreement") between Idaho Power and the Company, for the purpose of establishing
the Company as a holding company over Idaho Power.
The aforesaid Registration Statement, as amended by the Post-Effective
Amendment, relates to the issuance and sale by the Company of 888,040 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 Dividend Reinvestment and Stock Purchase Plan (the
"Plan").
<PAGE>
IDACORP, Inc.
September 21, 1998
Page 2
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Exchange
Agreement; (ii) the Post- Effective Amendment; (iii) the Rights Agreement, dated
as of September 10, 1998 between the Company and The Bank of New York, as Rights
Agent (the "Rights Agreement"); (iv) the Restated Articles of Incorporation and
Amended Bylaws of the Company, as in effect on the date hereof and as to be
amended immediately prior to consummation of the Share Exchange; (v) resolutions
adopted by the Board of Directors of the Company relating to the Share Exchange,
the Post-Effective Amendment, the Rights Agreement and the issuance and delivery
of the Shares in connection with the Share Exchange and the Post-Effective
Amendment; and (vi) 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 Company's
Post-Effective Amendment shall have become effective under the Act;
(ii) the Company's Board of Directors shall have taken appropriate
action to authorize the issuance and sale of the Shares on the terms
set forth in or contemplated by the Post-Effective Amendment; (iii)
the Stock shall have been issued, sold and delivered for the
consideration contemplated in the Post-Effective Amendment and in
accordance with the actions hereinabove mentioned; (iv) the Rights
shall have been issued in accordance with the terms of the Rights
Agreement and in accordance with the actions hereinabove mentioned;
and (v) the Share Exchange shall have been consummated in accordance
with the terms of the Exchange Agreement and the laws of the State of
Idaho;
<PAGE>
IDACORP, Inc.
September 21, 1998
Page 3
(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; and
(3) The statements made in the Post-Effective Amendment under the heading
"Federal Income Tax Consequences" constitute an accurate description
of certain Federal income tax consequences to participants in the
Plan.
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
<PAGE>
IDACORP, Inc.
September 21, 1998
Page 4
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
Post-Effective Amendment.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Exhibit 15
September 22, 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 Post-Effective Amendment No. 1 of
IDACORP, Inc. to Registration Statement No. 333-00139 of Idaho Power Company on
Form S-3.
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
Exhibit 23
Independent Auditors' Consent
IDACORP, Inc.
We consent to the incorporation by reference in this Post- Effective
Amendment No. 1 of IDACORP, Inc. to Registration Statement No. 333-00139 of
Idaho Power Company on Form S-3 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 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of such Registration Statement.
Deloitte & Touche LLP
September 22, 1998
Boise, Idaho
