Registration No. 33
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
IDAHO POWER COMPANY
(Exact name of registrant as
specified in its charter)
--------------------------
Idaho 82-0130980
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1221 West Idaho Street
P.O. Box 70
Boise, Idaho
(Address of principal executive office)
83707
(Zip Code)
IDAHO POWER COMPANY
EMPLOYEE SAVINGS PLAN
(Full Title of Plan)
----------------------
Joseph W. Marshall Robert W. Stahman, Esq.
Chairman of the Board and Vice President,
Chief Executive Officer General Counsel and Secretary
Idaho Power Company Idaho Power Company
1221 West Idaho Street 1221 West Idaho Street
Boise, Idaho 83702-5627 Boise, Idaho 83702-5627
(208) 383-2000 (208) 383-2000
Daniel K. Bowers Elizabeth W. Powers, Esq.
Vice President & Treasurer Reid & Priest
Idaho Power Company 40 West 57th Street
1221 West Idaho Street New York, NY 10019
Boise, Idaho 83702-5627 (212) 603-2000
(208) 383-2000
(Names, addresses and telephone numbers, including area codes, of agents of
service)
Calculation of Registration Fee
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Title of Securities Amount to be Proposed maximum Proposed Amount of
to be to be registered offering price per maximum registra-
registered unit aggregate tion fee
price
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Common Stock, $2.50 1,500,000 Shares $23.50 (1) $35,250,000 $12,156
Par Value
Preferred Share 1,500,000 Rights -- -- (2)
Purchase Rights
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(1) Based on the average of the high and low sale prices on the Composite
Tape on October 14, 1994, pursuant to Rule 457(c).
(2) Since no separate consideration is paid for the Preferred Share
Purchase Rights (Rights), the registration fee for such securities is
included in the fee for the Common Stock. The value attributable to the
Rights, if any, is reflected in the market price of the Common Stock.
------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
Pursuant to Rule 429, the prospectus included as part of this
Registration Statement will be used as a combined prospectus in connection
with this Registration Statement and Registration Statement No. 33-36047.
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<PAGE>
IDAHO POWER COMPANY
EMPLOYEE SAVINGS PLAN
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Idaho Power Company (the "Company") hereby incorporates herein by
reference its Annual Report on Form 10-K for the year ended December 31,
1993, its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994, its Current Reports on Form 8-K dated July 11, 1994
and August 11, 1994 and the description of the Company's Common Stock,
which is registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, and is contained in the Registration Statement on Form
8-B filed on August 7, 1989, as supplemented by the Form 8-K filed on
January 11, 1990. The Idaho Power Company Employee Savings Plan (the
"Plan") hereby incorporates herein by reference its Annual Report on Form
11-K for the year ended December 31, 1993 and the Employee Stock Ownership
Plan (the "ESOP") Annual Report on Form 11-K for the year ended December
31, 1993. All reports and documents hereafter filed by the Company, the
Plan and the ESOP pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, 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 an incorporated document shall be
deemed to be modified or superseded to the extent that a statement
contained herein or in any subsequently filed incorporated document
modifies or supersedes such statement.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The financial statements and the related supplemental schedules
of the Company included in the Annual Report on Form 10-K and the financial
statements and the related supplemental schedules of the Plan and the ESOP
included in the Annual Reports on Form 11-K, all as incorporated by
reference in this Registration Statement, have been audited by Deloitte &
Touche LLP, independent public accountants, as stated in their reports
incorporated herein by reference and have been so incorporated in reliance
upon such reports given upon the authority of that firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 30-1-5 of the Idaho Business Corporation Act and Section
6 of the By-Laws of the Company provide for indemnification of the
Company's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933. Insofar as
indemnification for liabilities under the Securities Act of 1933 may be
permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Securities and Exchange Commission (the "Commission"),
such indemnification is against public policy as expressed in the Act, and
is therefore unenforceable.
The Company maintains liability insurance protecting it, as well
as its directors and officers, against liability by reason of their being
or having been directors or officers. The premium, payable solely by the
Company, is not separately allocable to the sale of the securities
registered hereby.
Item 8. Exhibits
--------
Exhibit File Number As Exhibit
------- ----------- ----------
*4(a) 33-00440 4(a)(xiii) Restated Articles of Incorporation
of the Company, as filed with the
Secretary of State of Idaho on June
30, 1989.
*4(a)(i) 33-65720 4(a)(i) Statement of Resolution
Establishing Terms of 8.375% Serial
Preferred Stock, Without Par Value
(cumulative stated value of $100
per share), as filed with the
Secretary of State of Idaho on
September 23, 1991.
*4(a)(ii) 33-65720 4(a)(ii) Statement of Resolution
Establishing Terms of Flexible
Auction Series A, Serial Preferred
Stock, Without Par Value
(cumulative stated value of
$100,000 per share), as filed with
the Secretary of State of Idaho on
November 5, 1991.
*4(a)(iii) 33-65720 4(a)(iii) Statement of Resolution
Establishing Terms of 7.07% Serial
Preferred Stock, Without Par Value
(cumulative stated value of $100
per share), as filed with the
Secretary of State of Idaho on June
30, 1993.
*4(b) 33-41166 4(b) Waiver Resolution to Restated
Articles of Incorporation adopted
by Shareholders May 1, 1991.
*4(c) 33-00440 4(a)(xiv) By-laws of the Company as
amended on June 30, 1989 and
presently in effect.
*4(d) 33-65720 4(e) Rights Agreement dated January 11,
1990 between the Company and First
Chicago Trust Company of New York,
as Rights Agent (The Bank of New
York, Successor Rights Agent).
5(a) Opinion and Consent of Robert W.
Stahman.
5(b) Opinion and Consent of Reid &
Priest.
15 Letter of Deloitte & Touche LLP
regarding unaudited financial
information.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney.
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*Previously filed and incorporated herein by reference.
The undersigned registrant hereby undertakes to submit the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
Item 9. 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;
(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 the registrant need not file a post-
effective amendment to include the information required to be included by
subsection (i) and (ii) if such information 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
herein, 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.
The undersigned registrant hereby undertakes 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 and each filing of the Plan's
and the ESOP's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered herein, 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 provisions described
under Item 6 above, or otherwise, the registrant has been advised that in
the opinion of the 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 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 question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<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 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 this 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 and the Idaho Power Company Employee
Savings Plan hereby confer like authority to sign and file on their behalf.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the registrant certifies that it has reasonable ground to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boise and State of
Idaho, on the 18th day of October, 1994.
IDAHO POWER COMPANY
By /s/ Joseph W. Marshall
______________________
Joseph W. Marshall
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Joseph W. Marshall Chairman of the Board October 18, 1994
_____________________
Joseph W. Marshall and Chief Executive
Officer
/s/ Larry R. Gunnoe President, Chief October 18, 1994
_____________________
Larry R. Gunnoe Operating Officer and
Director
/s/ J. LaMont Keen Vice President and October 18, 1994
_____________________
J. LaMont Keen Chief Financial Officer
/s/ Harold J. Hochhalter Controller and Chief October 18, 1994
_____________________
Harold J. Hochhalter Accounting Officer
/s/ Robert D. Bolinder Director October 18, 1994
_____________________
Robert D. Bolinder
/s/ Roger L. Breezley Director October 18, 1994
_____________________
Roger L. Breezley
/s/ John B. Carley Director October 18, 1994
_____________________
John B. Carley
/s/ George L. Coiner Director October 18, 1994
_____________________
George L. Coiner
/s/ Peter T. Johnson Director October 18, 1994
_____________________
Peter T. Johnson
/s/ Evelyn Loveless Director October 18, 1994
_____________________
Evelyn Loveless
/s/ James A. McClure Director October 18, 1994
_____________________
James A. McClure
/s/ Jon H. Miller Director October 18, 1994
_____________________
Jon H. Miller
/s/ Richard T. Norman Director October 18, 1994
_____________________
Richard T. Norman
/s/ Gene C. Rose Director October 18, 1994
_____________________
Gene C. Rose
/s/ Phil Soulen Director October 18, 1994
_____________________
Phil Soulen
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
--------
1933, the members of the Idaho Power Company Employee Savings Plan
Committee have duly caused this Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the City of
Boise and State of Idaho, on the 18th day of October, 1994.
IDAHO POWER COMPANY
EMPLOYEE SAVINGS PLAN
By /s/ Daniel K. Bowers
_____________________________
Daniel K. Bowers
(Chairman of Committee and
Plan Administrator)
<PAGE>
EXHIBIT INDEX
Exhibit File Number As Exhibit
------- ---------- ----------
*4(a) 33-00440 4(a)(xiii) Restated Articles of Incorporation
of the Company, as filed with the
Secretary of State of Idaho on June
30, 1989.
*4(a)(i) 33-65720 4(a)(i) Statement of Resolution
Establishing Terms of 8.375% Serial
Preferred Stock, Without Par Value
(cumulative stated value of $100
per share), as filed with the
Secretary of State of Idaho on
September 23, 1991.
*4(a)(ii) 33-65720 4(a)(ii) Statement of Resolution
Establishing Terms of Flexible
Auction Series A, Serial Preferred
Stock, Without Par Value
(cumulative stated value of
$100,000 per share), as filed with
the Secretary of State of Idaho on
November 5, 1991.
*4(a)(iii) 33-65720 4(a)(iii) Statement of Resolution
Establishing Terms of 7.07% Serial
Preferred Stock, Without Par Value
(cumulative stated value of $100
per share), as filed with the
Secretary of State of Idaho on June
30, 1993.
*4(b) 33-41166 4(b) Waiver Resolution to Restated
Articles of Incorporation adopted
by Shareholders May 1, 1991.
*4(c) 33-00440 4(a)(xiv) By-laws of the Company as amended
on June 30, 1989 and presently in
effect.
*4(d) 33-65720 4(e) Rights Agreement dated January 11,
1990 between the Company and First
Chicago Trust Company of New York,
as Rights Agent (The Bank of New
York, Successor Rights Agent).
5(a) Opinion and Consent of Robert W.
Stahman.
5(b) Opinion and Consent of Reid &
Priest.
15 Letter of Deloitte & Touche LLP
regarding unaudited financial
information.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney.
*Previously filed and incorporated herein by reference.
IDAHO POWER COMPANY
P. O. Box 70
Boise, Idaho 83707
Exhibit 5(a)
October 18, 1994
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702
Dear Sirs:
With respect to the Registration Statement on
Form S-8 which Idaho Power Company (the "Company") proposes
to file with the Securities and Exchange Commission on or
shortly after the date hereof under the Securities Act of
1933, as amended, contemplating the issuance and sale by
the Company of 1,500,000 additional shares of its Common
Stock, $2.50 par value (the "Stock") and the Preferred
Share Purchase Rights attached thereto (the "Rights")
(collectively referred to as the "Shares") pursuant to its
Employee Savings Plan (the "Plan") and interests in the
Plan, I advise you that in my opinion:
(1) When
(a) appropriate authorizations by the Idaho
Public Utilities Commission, the Public Service
Commission of Wyoming and the Public Utility
Commission of Oregon with respect to the issuance
and sale of the Shares shall have been granted;
(b) the Company's said Registration Statement on
Form S-8 shall have become effective;
(c) 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 Registration
Statement;
(d) the Stock shall have been issued, sold and
delivered for the consideration contemplated in
the Registration Statement and in accordance with
the actions hereinabove mentioned; and
(e) the Rights shall have been issued in
accordance with the terms of the Rights
Agreement, dated as of January 11, 1990, between
the Company and First Chicago Trust Company of
New York (The Bank of New York successor Rights
Agent) (the "Rights Agreement") and in accordance
with the actions hereinabove mentioned,
the Stock will be validly issued, fully paid and non-
assessable, and the Rights will be validly issued.
(2) The Stock to be purchased in the open market is
validly issued, fully paid and non-assessable, and the
Rights attached thereto are validly issued and outstanding.
The matters relating to the Rights are governed
by the law of the State of Idaho. In this regard, I note
that Sections 30-1610 and 30-1706 of the Idaho Business
Corporation Act each provide that nothing contained in a
company's articles of incorporation or by-laws or in either
the Idaho Control Share Acquisition Law (Sections 30-1601
through 30-1614 of the Idaho Business Corporation Act) or
the Idaho Business Combination Law (Sections 30-1701
through 30-1710 of the Idaho Business Corporation Act) 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
opinion as expressed herein, which reflects my professional
conclusion concerning how a court applying the law of the
State of Idaho (including, but not limited to, Sections 30-
1610 and 30-1706 of the Idaho Business Corporation Act)
likely would rule. I have conferred with Reid & Priest,
counsel to the Company, for purposes of rendering this
opinion. Reid & Priest 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 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, as expressed in court decisions
applying that law, with which I am familiar, provides an
indication of what standards a court would apply if it were
required to apply the law of the State of Idaho considering
the matters relating to the Rights.
I am a member of the Idaho Bar and do not hold
myself out as an expert on the laws of any other state.
Except as set forth in paragraph 1(a) above, 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 use of this opinion as an
exhibit to the Company's Registration Statement, and I also
consent to such references to myself as may be made in said
Registration Statement and in the prospectus relating
thereto.
Very truly yours,
/s/ Robert W. Stahman
Robert W. Stahman
REID & PRIEST
40 West 57th Street
New York, New York 10019
Exhibit 5(b)
New York, New York
October 18, 1994
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702
Dear Sirs:
With respect to the Registration Statement on
Form S-8 which Idaho Power Company (the "Company") proposes
to file with the Securities and Exchange Commission on or
shortly after the date hereof under the Securities Act of
1933, as amended, contemplating the issuance and sale by
the Company of 1,500,000 additional shares of its Common
Stock, $2.50 par value (the "Stock") and the Preferred
Share Purchase Rights attached thereto (the "Rights")
(collectively referred to as the "Shares") pursuant to its
Employee Savings Plan (the "Plan") and interests in the
Plan, we advise you that in our opinion:
(1) When
(a) appropriate authorizations by the Idaho
Public Utilities Commission, the Public Service
Commission of Wyoming and the Public Utility
Commission of Oregon with respect to the issuance
and sale of the Shares shall have been granted;
(b) the Company's said Registration Statement on
Form S-8 shall have become effective;
(c) 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 Registration
Statement;
(d) the Stock shall have been issued, sold and
delivered for the consideration contemplated in
the Registration Statement and in accordance with
the actions hereinabove mentioned; and
(e) the Rights shall have been issued in
accordance with the terms of the Rights
Agreement, dated as of January 11, 1990 between
the Company and First Chicago Trust Company of
New York (The Bank of New York, successor Rights
Agent) (the "Rights Agreement") and in accordance
with the actions hereinabove mentioned,
the Stock will be validly issued, fully paid and non-
assessable and the Rights will be validly issued.
(2) The Stock to be purchased in the open market is
validly issued, fully paid and non-assessable, and the
Rights attached thereto are validly issued and outstanding.
The matters relating to the Rights are governed
by the law of the State of Idaho. In this regard, we note
that Sections 30-1610 and 30-1706 of the Idaho Business
Corporation Act each provide that nothing contained in a
company's articles of incorporation or by-laws or in either
the Idaho Control Share Acquisition Law (Sections 30-1601
through 30-1614 of the Idaho Business Corporation Act) or
the Idaho Business Combination Law (Sections 30-1701
through 30-1710 of the Idaho Business Corporation Act) 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,
Sections 30-1610 and 30-1706 of the Idaho Business
Corporation Act) likely would rule. Although we are not
admitted to practice in the State of Idaho, we have
conferred with Robert W. Stahman, General Counsel of the
Company, for purposes of rendering this opinion. General
Counsel and we have concluded that a court applying the law
of the State of Idaho, when presented with novel questions
concerning takeover matters, such as the effect of the
statutory provisions cited above and the adoption 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.
We are members of the New York Bar and do not
hold ourselves out as experts on the laws of any other
state. 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 States of Idaho, Montana, Nevada, Oregon and
Wyoming, we have relied upon an opinion of even date
herewith addressed to you by Robert W. Stahman, Vice
President, Secretary and General Counsel for the Company,
which is filed as an exhibit to the Registration Statement.
We hereby consent to the use of this opinion as
an exhibit to the Company's Registration Statement, and we
also consent to such references to our firm as may be made
in said Registration Statement and in the Prospectus
relating thereto.
Very truly yours,
/s/ Reid & Priest
REID & PRIEST
Exhibit 15
October 18, 1994
Idaho Power Company
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, 1994 and 1993 and June 30, 1994 and 1993, as
indicated in our reports dated April 29, 1994 and July 29, 1994; because we
did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which are included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994 and
June 30, 1994, are incorporated by reference in this Registration Statement
on Form S-8.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered part of the
Registration Statement prepared or certified by an accountant or reports
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
-----------------------------
We consent to the incorporation by reference in this Registration Statement
of Idaho Power Company on Form S-8 of Deloitte & Touche report dated
January 31, 1994, (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the change in the Company's method of
accounting for income taxes and postretirement benefits), appearing in the
Annual Report on Form 10-K and Deloitte & Touche reports dated April 12,
1994, appearing in the Annual Report on Form 11-K of the Idaho Power
Company Employee Stock Ownership Plan for the year ended December 31, 1993
and the Annual Report on Form 11-K of the Idaho Power Company Employee
Savings Plan for the year ended December 31, 1993, respectively. We also
consent to the reference to Deloitte & Touche LLP under the heading
"Interests of Named Experts and Counsel" which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
October 18, 1994
