SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: October 1, 1998
(Date of earliest event reported)
Exact Name of IRS
Registrant as Employer Registrant's
Commission Specified in State of Identification Telephone
File Number its Charter Incorporation Number Number
- ----------- ------------- ------------- -------------- ------------
1- IDACORP, Inc. Idaho 82-0505802 208-388-2200
1-3198 Idaho Power Idaho 82-0130980 208-388-2200
Company
1221 West Idaho Street, Boise, ID 83702-5627
(Address of principal executive offices)
<PAGE>
ITEM 5. OTHER EVENTS
At the annual meeting of the shareholders of Idaho Power Company, held on
May 6, 1998, it was resolved, by the vote of a majority of the shareholders
entitled to vote thereon, to adopt an Agreement and Plan of Exchange, dated as
of February 2, 1998, between IDACORP, Inc. ("IDACORP") and Idaho Power Company,
both Idaho corporations. Effective October 1, 1998, pursuant to the Agreement
and Plan of Exchange, the outstanding shares of common stock ($2.50 par value)
of Idaho Power were exchanged automatically on a share-for-share basis (the
"Share Exchange") for common shares (without par value) of IDACORP, and IDACORP
thereby became the holding company for Idaho Power. The preferred stock and debt
of Idaho Power were not exchanged and remain securities of Idaho Power.
The IDACORP common shares issued pursuant to the Share Exchange were
registered under the Securities Act of 1933 pursuant to IDACORP's Registration
Statement on Form S-4 (No. 333-48031), which became effective on March 23, 1998.
Reference is made to the Proxy Statement and Prospectus of IDACORP and Idaho
Power included in the Registration Statement for additional information about
this transaction.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), IDACORP common shares are deemed to be registered
under Section 12(b) of the Exchange Act. IDACORP Common Shares were approved for
listing on the New York Stock Exchange and the Pacific Exchange. The description
of the IDACORP common shares contained under the caption "Proposal No. 2 -
Holding Company Proposal - IDACORP Capitalization" in the Prospectus is
incorporated by reference herein.
Idaho Power common stock was registered pursuant to Section 12(b) of the
Exchange Act and was listed on the New York Stock Exchange and the Pacific
Exchange. Idaho Power is delisting the Idaho Power Common Stock from these
exchanges and terminating the registration under the Exchange Act of the Idaho
Power common stock.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits -
Exhibit File Number As Exhibit
- ------- ----------- ----------
*2 333-48031 2 -Agreement and Plan of
Exchange, dated as of
February 2, 1998.
*4(a) 333-48031 3(a) -Restated Articles of
Incorporation of IDACORP,
Inc.
*4(b) 333-00139 3(b) -Articles of Amendment to
Restated Articles of
Incorporation creating A
Series Preferred Stock,
without par value, as filed
with the Secretary of State
of Idaho on September 17,
1998.
*4(c) 333-48031 3(c) -Amended Bylaws of IDACORP,
Inc., as of September 10,
1998.
*4(d) Form 8-K 4 -Rights Agreement, dated as
dated of September 10, 1998,
September 15, between IDACORP, Inc. and
1998 The Bank of New York, as
Rights Agent.
*4(e) 33-56071 3(d) -Articles of Share Exchange,
as filed with the Secretary
of State of Idaho on
September 29, 1998.
99 -Letter to Shareholders re
Share Exchange and Rights
Plan.
- ---------------
* Previously filed and incorporated herein by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IDACORP, Inc.
By: /s/ J. LaMont Keen
-------------------------------
J. LaMont Keen
Vice President, Chief Financial
Officer and Treasurer
IDAHO POWER COMPANY
By: /s/ J. LaMont Keen
-------------------------------
J. LaMont Keen
Vice President, Chief Financial
Officer and Treasurer
Date: October 1, 1998
<PAGE>
INDEX TO EXHIBITS
Exhibit File Number As Exhibit Page
- ------- ----------- ---------- ----
*2 333-48031 2 -Agreement and Plan of
Exchange, dated as of
February 2, 1998.
*4(a) 333-48031 3(a) -Restated Articles of
Incorporation of IDACORP,
Inc.
*4(b) 333-00139 3(b) -Articles of Amendment to
Restated Articles of
Incorporation creating A
Series Preferred Stock,
without par value, as filed
with the Secretary of State
of Idaho on September 17,
1998.
*4(c) 333-48031 3(c) -Amended Bylaws of IDACORP,
Inc., as of September 10,
1998.
*4(d) Form 8-K 4 -Rights Agreement, dated as
dated of September 10, 1998,
September 15, between IDACORP, Inc. and
1998 The Bank of New York, as
Rights Agent.
*4(e) 33-56071 3(d) -Articles of Share Exchange,
as filed with the Secretary
of State of Idaho on
September 29, 1998.
99 -Letter to Shareholders re
Share Exchange and Rights
Plan.
- ---------------
* Previously filed and incorporated herein by reference.
Exhibit 99
Joseph W. Marshall
Chairman of the Board and Chief Executive Officer
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702
October 2, 1998
Dear IDACORP Shareholder:
Holding Company
October 1, 1998 marked the beginning of a new era for Idaho Power Company
when the holding company, IDACORP, was formed. Idaho Power shareholders voted in
favor of forming the holding company at the Annual Meeting held on May 6, 1998.
Your Board of Directors and management believe the formation of a holding
company will offer the best means of positioning the Company to respond to the
changing business environment in the electric utility industry. While the
primary focus for IDACORP will be maintaining the strength of its core business
- -- serving the electric needs of Idaho Power's customers -- the formation of a
holding company will provide greater flexibility to develop and operate new
businesses in an increasingly competitive environment and to respond to new
growth opportunities.
On October 1, outstanding common shares of Idaho Power were automatically
exchanged on a one-for-one basis for shares of IDACORP, which then began trading
on the New York Stock Exchange and the Pacific Exchange under the same symbol
"IDA."
It is not necessary for you to turn in your Idaho Power common stock
certificates in exchange for IDACORP common stock certificates. The certificates
for Idaho Power common stock you now hold will automatically represent shares of
IDACORP common stock. New certificates bearing the name of IDACORP will be
issued in the future as certificates for presently outstanding shares of Idaho
Power common stock are presented for transfer.
As a holding company, IDACORP initially contains two subsidiaries:
o Idaho Power Company, a subsidiary of the holding company, and its largest
affiliate, will continue to provide regulated electricity services to its
customers in southern Idaho, eastern Oregon and northern Nevada.
o Ida-West, a subsidiary of the holding company, is an independent power
producer and currently holds investments in 13 operating hydroelectric
plants with a total generating capacity of approximately 72 megawatts.
From time to time, IDACORP may establish other subsidiaries to compete in
developing markets.
Rights Plan
Your Board of Directors adopted a Shareholder Rights Plan on September 10,
1998, applicable to shareholders of record on October 1, 1998. This new Plan is
being adopted in conjunction with the formation of a holding company, IDACORP,
Inc., over Idaho Power Company. The new Plan is designed to replace Idaho Power
Company's existing rights plan, and the provisions of the new Plan are
substantially similar to those of the Idaho Power Company's rights plan. This
letter reviews the Board's reasons for adopting the Plan.
We have adopted the Plan in order to strengthen the ability of the Board to
protect your interests. The primary purpose of the Plan is to ensure that all
shareholders of the Company receive fair treatment in the event of an
unsolicited offer to acquire control of the Company. Over 1900 public companies,
including over 100 utility companies, have adopted similar plans in the last few
years.
The Plan is designed to protect you in the event of (i) an unsolicited
offer to acquire the Company, (ii) the acquisition in the open market of shares
constituting control of the Company without offering fair value to all
shareholders, and (iii) other coercive takeover tactics which could impair the
Board's ability to represent shareholder interests fully.
The Plan is not intended to prevent a sale of the Company. It will,
however, encourage any potential acquirer to negotiate the manner and terms of
any proposed acquisition with the Board of Directors. The Plan has not been
adopted in response to any specific effort to acquire control of the Company,
and the Board is not aware of any such effort. The Board of Directors believes
that the adoption of the Plan and the distribution of the Rights under the Plan
will enhance the ability of management to operate the business of the Company
successfully and protect its shareholders, as well as its employees, customers
and the communities it serves.
The issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights has no dilutive effect, will not affect the Company's reported
earnings per share, is not taxable to the Company or you, and will not change
the way in which you presently trade the Company's shares. Shareholders may,
depending upon their individual circumstances, recognize taxable income if the
Rights become exercisable. The Rights will only become exercisable should a
situation arise which they were designed to handle. They will then operate to
protect you against being deprived of your right to share in the full measure of
your Company's long-term potential.
In adopting the Plan, we are reaffirming our confidence in the future of
IDACORP, Inc. and our determination that all shareholders be given the
opportunity to participate fully in that future.
A summary of the terms of the Plan is enclosed. The summary is not complete
and is qualified in its entirety by the Shareholder Rights Plan relating
thereto, a copy of which can be obtained free of charge from IDACORP, Inc., P.O.
Box 70, Boise, Idaho 83707, Attention: Kerri Altig, Shareowner Services.
Sincerely,
Joseph W. Marshall
IDACORP, Inc.
SUMMARY OF TERMS
OF
SHAREHOLDER RIGHTS PLAN
Distribution and The Board would issue one Right for each share of
Transfer of Rights; Common Stock outstanding. Prior to the Distribution
Rights Certificates: Date referred to below, the Rights would be evidenced
by and trade with the Common Stock and would not be
exercisable. After the Distribution Date, the Company
would mail Rights Certificates to shareholders and the
Rights would become transferable apart from the Common
Stock.
Distribution Date: Rights would separate from the Common Stock and become
exercisable following the earlier of (i) the close of
business on the tenth business day after the date any
person or Group of affiliated or associated persons
("Group") acquires 20% or more of the Voting Stock or
(ii) the close of business on the tenth business day
(or such later date as the Board may decide) after any
person commences a tender offer that would result in
such person holding a total of 20% or more of the
Voting Stock.
Exercise of Rights: After the Distribution Date, each Right would entitle
the holder to purchase, for the Exercise Price, one
one-hundredth of a share of A Series Preferred Stock,
without par value ("Preferred Stock"). (The Preferred
Stock is designed so that each one one-hundredth of a
share has economic terms similar to those of one share
of Common Stock.) The Exercise Price would be set by
the Board in consultation with the Company's financial
advisors.
"Flip-in" Trigger: If any person or Group acquires 20% or more of the
outstanding Voting Stock, then
(i) Rights owned by the person or Group acquiring such
shares or transferees thereof will automatically
be voided; and
(ii) on the Distribution Date, each other Right will
automatically become a Right to buy, for the
Exercise Price, that number of shares of Common
Stock or Preferred Stock having a market value of
two times the Exercise Price.
Exchange Option: If any person or group acquires between 20% and 50% of
the outstanding Voting Stock, the Board may require
each outstanding Right to be exchanged for one share of
Common Stock, or cash, securities, other assets or any
combination having a value equal to the market value of
the Common Stock at the time the acquiring person
became such.
"Flip-over" Trigger: After any person or Group has acquired 20% or more of
the outstanding Voting Stock, the Company may not
consolidate or merge with, or sell 50% or more of its
assets or earning power to, any person, or engage in
certain "self-dealing" transactions with any person or
Group owning 20% or more of the outstanding Voting
Stock, unless proper provision is made so that each
Right would thereafter become a Right to buy, for the
Exercise Price, that number of shares of common stock
of such person or Group having an aggregate market
value of two times the Exercise Price.
Redemption: The Rights may be redeemed by the Board, at any time
until (and for a short time after) any person or Group
has acquired 20% or more of the outstanding Voting
Stock at a nominal Redemption Price per Right fixed by
the Board of Directors.
Power to Amend: The Board may amend the Rights and/or the Plan in any
respect until any person or Group has acquired 20% or
more of the outstanding Voting Stock. Thereafter, the
Board may amend the Rights and/or Plan in any manner
not adverse to the interests of the holders of the
Rights.
Expiration: The Rights will expire ten years from the date of their
issuance.
