March 25, 1994
Dear Shareholder:
You are cordially invited to attend the Annual Meeting
of Shareholders to be held at the Boise Centre on the Grove,
850 West Front Street, Boise, Idaho, on Wednesday, May 4,
1994, at 2:00 P.M., local time.
The enclosed formal Notice of Meeting and Proxy
Statement provide information concerning the matters to be
considered at the meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO
ATTEND, YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE
MEETING BY PROMPTLY RETURNING YOUR COMPLETED PROXY IN THE
ENCLOSED ENVELOPE.
We were pleased with the response of our shareholders to
the solicitation of proxies for the 1993 Annual Meeting, at
which approximately 89 percent of the Company's eligible
shares were represented in person or by proxy. You may
cancel your proxy prior to or at the meeting and may vote in
person if you wish.
Very truly yours,
(Joseph W. Marshall) (L. R. Gunnoe)
Joseph W. Marshall L. R. Gunnoe
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
<PAGE>
March 25, 1994
Dear Employee:
You are cordially invited to attend the Annual Meeting
of Shareholders to be held at the Boise Centre on the Grove,
850 West Front Street, Boise, Idaho, on Wednesday,
May 4, 1994, at 2:00 P.M., local time.
The enclosed formal Notice of Meeting and Proxy
Statement provide information concerning the matters to be
considered at the meeting.
Tabulation of proxies will be performed outside the
Company by a third party. Therefore, proxy voting
information will be confidential.
YOUR VOTE IS IMPORTANT. EMPLOYEES ARE THE SINGLE
LARGEST HOLDER OF THE COMPANY'S COMMON STOCK. WHETHER OR NOT
YOU PLAN TO ATTEND, YOU CAN BE SURE YOUR SHARES ARE
REPRESENTED AT THE MEETING BY PROMPTLY RETURNING YOUR
COMPLETED PROXY IN THE ENCLOSED ENVELOPE.
We were pleased with the response of our shareholders to
the solicitation of proxies for the 1993 Annual Meeting, at
which approximately 89 percent of the Company s eligible
shares were represented in person or by proxy. Employee
representation totaled 61 percent of the total shares held by
the employees. You may cancel your proxy prior to or at the
meeting and may vote in person if you wish.
Very truly yours,
(Joseph W. Marshall) (L. R. Gunnoe)
Joseph W. Marshall L. R. Gunnoe
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer<PAGE>
<PAGE>
PRELIMINARY COPY
IDAHO POWER COMPANY
l221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 4, l994
March 25, 1994
TO THE SHAREHOLDERS OF IDAHO POWER COMPANY:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of Idaho Power Company will be held at the Boise
Centre on the Grove, 850 West Front Street, Boise, Idaho, on
May 4, 1994, at 2:00 P.M., local time, for the following
purposes:
l. to elect four Director Nominees;
2. to ratify the selection of Deloitte &
Touche as independent auditors for the
fiscal year ending December 31, 1994;
3. to authorize the 1994 Restricted Stock Plan
for officers and executives; and
4. to transact such other business that may
properly come before the meeting.
Shareholders of record at the close of business on
March 16, l994, are entitled to notice of and to vote at the
meeting.
To ensure a quorum, it is important that shareholders
representing a majority of the voting power of all stock
outstanding and entitled to vote be present in person or
represented by their proxies. Therefore, whether or not you
expect to attend the meeting in person, please sign, fill
out, date and return the enclosed proxy card in the self-
addressed, postage-paid envelope also enclosed. Please
complete and mail your proxy promptly. If you attend the
meeting and prefer to vote in person, you can revoke your
proxy.
By Order of the Board of Directors
Robert W. Stahman
Secretary
TO SHAREHOLDERS WHO RECEIVE MULTIPLE PROXIES
IF YOU OWN COMPANY STOCK (COMMON OR PREFERRED) OTHER THAN THE
SHARES SHOWN ON THE ENCLOSED PROXY, YOU WILL RECEIVE A PROXY
IN A SEPARATE ENVELOPE FOR EACH SUCH HOLDING. EACH PROXY
RECEIVED SHOULD BE EXECUTED AND RETURNED.
<PAGE>
PROXY STATEMENT
For Idaho Power Company
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707
For Annual Meeting of Shareholders
May 4, 1994
_____________
GENERAL INFORMATION
This Proxy Statement will first be sent to shareholders
on or about March 25, l994.
The accompanying proxy is solicited on behalf of the
Board of Directors of Idaho Power Company for use at the
Annual Meeting of Shareholders to be held at the Boise Centre
on the Grove, 850 West Front Street, Boise, Idaho, on May 4,
1994, at 2:00 P. M., local time, and at any adjournments
thereof.
The cost of soliciting proxies will be paid by the
Company. Besides soliciting by mail, the Company may request
the return of proxies personally or by telephone, telegraph
or in person without extra compensation. Additionally,
solicitation of proxies from brokers, banks, nominees and
institutional investors will be made by Beacon Hill Partners,
Inc., at a cost to the Company of approximately $3,500 plus
out-of-pocket expenses. The Company will reimburse banks,
brokerage firms and other custodians, nominees and
fiduciaries for their expenses in sending proxy materials to
beneficial owners.
All valid proxies received, unless revoked, will be
voted at the meeting, as directed by the shareholder. If no
direction is given by a shareholder, proxies received will be
voted FOR Proposal 1, management's nominees for Directors,
FOR Proposal 2, ratification of the selection of Deloitte &
Touche as independent auditors for the year 1994, and FOR
Proposal 3, authorization of the Restricted Stock Plan for
officers and executives as set forth in the Notice of
Meeting. Proxies are revocable at any time before the vote
by notice in writing to the Secretary or by oral notice at
the meeting.
It is the policy of the Company that all proxy
cards and ballots for shareholder meetings that identify
shareholders, including employees, are to be kept secret, and
no such document shall be available for examination nor shall
the identity and vote of any shareholder be disclosed to the
Company or any third party. Proxy cards shall be returned in
envelopes addressed to the independent tabulator who
receives, inspects and tabulates the proxies. Individual
voted proxies and ballots are not seen by nor reported to the
Company except (i) as necessary to meet applicable legal
requirements, (ii) to allow the independent election
inspectors to certify the results of the shareholder vote,
(iii) in the event of a matter of significance where there is
a proxy solicitation in opposition to the Board of Directors,
based upon an opposition proxy statement filed with the
Securities and Exchange Commission, or (iv) to respond to
shareholders who have written comments on their proxies.
The close of business on March 16, 1994, is the record
date for determining shareholders entitled to notice of and
to vote at the meeting.
The outstanding voting securities of the Company as of
the record date for the meeting are as follows: 177,506
shares of 4% Preferred Stock, $100 par value, each share
being entitled to twenty votes; l50,000 shares of 7.68%
Series, Serial Preferred Stock, $l00 par value, each share
being entitled to one vote; and 37,096,304 shares of Common
Stock, $2.50 par value, each share being entitled to one
vote. The aggregate voting power of outstanding voting
securities is 40,796,424 votes.
Shareholders representing a majority of the voting power
must be represented at the meeting, in person or by proxy, to
constitute a quorum for transacting business. Assuming a
quorum is present, the affirmative vote by the holders of a
majority of the shares represented at the Annual Meeting and
entitled to vote will be required to act on the election of
Directors, ratification of independent auditors and approval
of the 1994 Restricted Stock Plan. In accordance with the
law of the State of Idaho, if a shareholder abstains on any
matter, that shareholder's shares will not be voted on such
matter. Thus, an abstention from voting on any matter has
the same legal effect as a vote "against" the matter. A
broker non-vote is not considered present for voting purposes
and therefore will have no effect on the outcome on the
matters to be acted upon.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation provide
that the Directors of the Company be elected for three-year
terms with approximately one-third of the Board of Directors
to be elected at each Annual Meeting of Shareholders. The
four nominees identified below are nominees for election at
the 1994 Annual Meeting of Shareholders for terms expiring at
the 1997 annual meeting. All the nominees currently are
Directors of the Company.
Unless otherwise instructed, proxies received will be
voted in favor of the election of the persons nominated by
management for Directors. While it is not expected that any
of the nominees will be unable to qualify or accept office,
if for any reason one or more shall be unable to do so, the
proxies will be voted for nominees selected by the Board of
Directors of the Company.
NOMINEES FOR DIRECTORS
George L. Coiner - Mr. Coiner, 68, a Director of the
Company since 1971, is President of Coiner Land and Livestock
Co., and is a partner of C&B Cattle Co., and K&G Co.
Larry R. Gunnoe - Mr. Gunnoe, 58, a Director of the
Company since 1990, is President and Chief Operating Officer
(September 1, 1990). He was formerly Vice President -
Distribution (1988-1990).
Peter T. Johnson - Mr. Johnson, 61, a Director of the
Company since 1993, is a private investor. He was formerly
Chief Executive Officer of TJ International (1975-1979), and
former Administrator of the Bonneville Power Administration
(1981-1986). He is also a director of Standard Insurance
Company (since 1987).
James A. McClure - Mr. McClure, 69, a Director of the
Company since 1991, is a partner in the law firm of Givens,
Pursley & Huntley and is President of McClure, Gerard &
Neuenschwander, Inc. He was formerly a United States Senator
(1973 to 1991) and is a director of Boise Cascade
Corporation, The Williams Companies and Coeur d Alene Mines
Corporation.
CONTINUING DIRECTORS
Robert D. Bolinder - Mr. Bolinder, 62, a Director of the
Company since 1980, is a director and Executive Vice
President Corporate Planning and Development of Smith's Food
& Drug Centers, Inc. (since 1988), and President of Robert D.
Bolinder Associates. He is also a director of Hannaford
Bros. Co. Inc (term expires 1995).
Roger L. Breezley - Mr. Breezley, 55, a Director of the
Company since 1993, is a director and Chairman of the Board
and Chief Executive Officer of U. S. Bancorp (since 1987).
John B. Carley - Mr. Carley, 60, a Director of the
Company since 1990, is President (1984-1990) and Chief
Operating Officer (since 1990) and a director of Albertson's,
Inc (since 1979).
Evelyn Loveless - Mrs. Loveless, 60, a Director of the
Company since 1987, is Chief Executive Officer and a director
of Global, Inc., and a director of Key Bank of Idaho (since
1993).
Joseph W. Marshall - Mr. Marshall, 55, a Director of the
Company since 1989, is Chairman of the Board and Chief
Executive Officer (1989 to present) and a director of U. S.
Bank of Idaho (since 1992). He was formerly Executive Vice
President of the Company (1988-1989) (term expires 1995).
Jon H. Miller - Mr. Miller, 56, a Director of the
Company since 1988, is a private investor. He was formerly
President and Chief Operating Officer (1978-1990) and a
director (1977-1990) of Boise Cascade Corporation. He is
also a director of Specialty Paperboard Corporation (term
expires 1995).
Richard T. Norman - Mr. Norman, 69, a Director of the
Company since 1987, is retired Chairman of the Board and
Chief Executive Officer of H&N Wholesalers, Inc., dba Norman
Supply.
Gene C. Rose - Mr. Rose, 65, a Director of the Company
since 1983, is a partner in the law firm of Yturri, Rose,
Burnham, Bentz & Helfrich (term expires 1995).
Phil Soulen - Mr. Soulen, 64, a Director of the Company
since 1971, is President of Soulen Livestock Co. He is also
President of Weiser Feed & Storage, Inc., and a director of
West One Bancorp (term expires 1995).<PAGE>
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The table below and information following set forth the
number of shares beneficially owned on March 1, 1994, by the
Directors, by those Executive Officers named in the Summary
Compensation Table who are non-directors and by the Directors
and Executive Officers of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS*
<S> <C> <C> <C>
Common Stock Robert D. Bolinder 877 *
Common Stock Roger L. Breezley 500 *
Common Stock John B. Carley 2,156 *
Common Stock George L. Coiner 2,783 *
Common Stock Larry R. Gunnoe 14,701 *
Common Stock Peter T. Johnson 1,000 *
Common Stock Evelyn Loveless 935 *
Common Stock James A. McClure 200 *
Common Stock Joseph W. Marshall 15,253 *
Common Stock Jon H. Miller 500 *
Common Stock Richard T. Norman 2,700 *
Common Stock Gene C. Rose 1,960 *
Common Stock Phil Soulen 3,988 *
Common Stock Douglas H. Jackson 13,531 *
Common Stock J. LaMont Keen 5,778 *
Common Stock Jan B. Packwood 10,458 *
Common Stock
All present Directors and
Executive Officers
as a group (20 persons) 170,464 .46
Preferred Stock
All present Directors and
Executive Officers as a group (20 persons) 89 .050
______________
*Less than 1 percent.
</TABLE>
All Directors and Executive Officers have voting and
investment power for the shares held by them including shares
owned through the Employee Savings Plan, Employee Stock
Ownership Plan, and Dividend Reinvestment and Stock Purchase
Plan.
Based solely upon a review of Company records and copies
of reports on Forms 3, 4 and 5 furnished to the Company or
written representations that no reports on Form 5 were
required, the Company believes that during 1993 all persons
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, filed the
required reports on a timely basis, except Mr. Packwood, who
filed a late report for two transactions.<PAGE>
<PAGE>
MEETINGS OF THE BOARD AND COMMITTEES
During 1993, the Board of Directors held six meetings.
In addition, members of the Board attended standing committee
meetings.
EXECUTIVE COMMITTEE. The function of the Executive
Committee is to review and act upon various matters.
Pursuant to the By-laws, the Committee has and may exercise
all the powers of the Board, which may be lawfully delegated,
during intervals between Board meetings. It also acts as a
nominating committee to review Director candidates and to
make recommendations to the Board of Directors with respect
to same and to consider shareholder nominees for the Board of
Directors for whom written resumes had been received prior to
December 10 for the next succeeding annual meeting. Members
of the Committee are Robert D. Bolinder (chairman), John B.
Carley, Joseph W. Marshall, Jon H. Miller and Gene C. Rose.
During 1993, the Executive Committee met twice.
AUDIT COMMITTEE. The function of the Audit
Committee is to ascertain whether the Company books and
records are being kept in accordance with sound accounting
principles and applicable rules and regulations. In
addition, it reviews other services provided by the
independent auditors. The Committee also reviews the plans
and activities of the Internal Audit Department. Members of
the Committee are Gene C. Rose (chairman), Robert D.
Bolinder, Peter T. Johnson and George L. Coiner. During
1993, the Audit Committee met three times.
COMPENSATION COMMITTEE. The function of the
Compensation Committee is to establish compensation for
officers and Directors and the annual general wage adjustment
for Company employees and to make recommendations to the
Board of Directors with respect to same. Members of the
Committee are John B. Carley (chairman), Peter T. Johnson,
Richard T. Norman and Evelyn Loveless. During 1993, the
Compensation Committee met three times.
FINANCE COMMITTEE. The function of the Finance
Committee is to authorize and approve the issuance and sale
or contract for the sale of debt securities of the Company
and/or the call for redemption of debt securities of the
Company. Members of the Committee are Joseph W. Marshall
(chairman), Robert D. Bolinder, John B. Carley and Jon H.
Miller. During 1993, the Finance Committee met twice.
INVESTMENT COMMITTEE. The function of the
Investment Committee is to approve investment guidelines for
the pension fund managers and to meet with and evaluate the
performance of each fund manager. Members of the Committee
are Jon H. Miller (chairman), Roger L. Breezley, James A.
McClure, Phil Soulen and Larry R. Gunnoe. During 1993, the
Investment Committee met twice.
The average attendance during l993 at all meetings of
the Board and all meetings of the Committees of the Board was
82 percent. Senator McClure attended fewer than 75 percent
of all regular and applicable committee meetings.
TRANSACTIONS WITH MANAGEMENT
For more than 30 years, the law firm of Yturri, Rose,
Burnham, Bentz & Helfrich has represented the Company from
time to time in legal proceedings in the State of Oregon
including regulatory matters before the Public Utility
Commission of Oregon. In 1993, the law firm was paid
$57,861.61 for legal services. Gene C. Rose, a Director, is
a partner in the firm.
In 1991, the Company entered into a contract with the
consulting firm of McClure, Gerard & Neuenschwander, Inc., to
advise the Company from time to time on certain federal
legislative and agency matters. In 1993, the firm was paid
$92,744.68 for such services. The law firm of Givens,
Pursley & Huntley also represents the Company from time to
time on various matters. In 1993, the law firm was paid
$22,456.63 for legal services. James A. McClure, a Director,
is a partner in both firms.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee (Committee) of the Board of
Directors administers the Company s executive compensation
program. As such, the Committee is responsible for
establishing the compensation philosophy, recommending
executive compensation plans that support the philosophy and
establishing the appropriate levels of compensation for
Executive Officers. The Committee is composed of four
independent, non-employee Directors. Following decisions by
the Compensation Committee, all issues related to executive
compensation are submitted to the full Board of Directors for
approval. The Board approved, without modification, all
executive compensation recommendations of the Committee for
1993.
EXECUTIVE OFFICER COMPENSATION PHILOSOPHY
The compensation philosophy for Executive Officers is
consistent with the compensation philosophy the Company has
adopted for all employees. The Company s compensation is
designed to:
1. manage employee compensation as an investment with
the expectation employees will contribute to the
Company s financial performance, its environmental
record and public reputation in the territory it
serves and help provide a positive return to
shareholders;
2. be competitive with respect to those companies in
the markets in which we compete for employees,
allowing the Company to successfully attract and
retain the qualified employees necessary for long-
term success;
3. recognize individuals for their demonstrated
ability to perform their position responsibilities;
4. balance total compensation with the Company s
ability to pay.
EXECUTIVE OFFICER 1993 COMPENSATION
Salary ranges for Executive Officers are reviewed
annually and are established as a percentage of the
compensation of the Chairman of the Board and Chief Executive
Officer. The salary ranges are supported by salary
comparisons with similar positions in electric utilities
throughout the United States with annual revenues ranging
from $300 million to $600 million. The competitive point for
executive compensation for 1993 was targeted near the median
of the salary levels for executive officers of these
utilities. Actual compensation of individual Executive
Officers is based upon their levels of responsibility,
experience in their positions, prior experience, breadth of
knowledge and job performance. The electric utility group
utilized by the Committee to compare Executive Officer
salaries is different from the Salomon Brothers 100 Electric
Utilities Index group utilized by the Company to compare the
financial performance of the Company with a nationally
recognized industry standard. The Committee feels it is more
appropriate to compare Executive Officer salaries with
electric utilities of comparable revenues than with all
electric utilities regardless of size as represented in the
Salomon Brothers 100 Index.
In November of 1992, the Committee recommended 1993
salary range adjustments for the Executive Officers that
corresponded to the Company s General Wage Adjustment of 2
percent. Actual 1993 salary adjustments for individual
officers was based upon the factors discussed above, and in
some cases, a need to restore officer compensation to a
competitive level following the officer salary freeze in
effect through 1992 due to drought conditions. The Committee
considered each of these factors but did not assign a formal
weighting for each factor. During 1993, the Executive
Officers received only base salary compensation because the
Company did not have an incentive or bonus plan for officers.
CEO 1993 COMPENSATION
Mr. Marshall became Chief Executive Officer of the
Company in 1989. In January of 1993, Mr. Marshall was
granted a salary increase of approximately 5 percent. Mr.
Marshall s salary is reviewed annually and is adjusted based
upon comparisons with salaries of chief executive officers of
comparable utilities with annual revenues ranging from $300
million to $600 million, his length of service with the
Company as Chief Executive Officer, the level of his
responsibilities, the depth of his experience and his job
performance. The Committee considered each of these factors
but did not assign a formal weighting for each factor.
During 1993, Mr. Marshall received only base salary
compensation because the Company did not have an incentive or
bonus plan for the Chief Executive Officer.
FUTURE PLANS
During 1993, the Committee retained an executive
compensation consultant to assist in reviewing the Company s
Executive Officer compensation practices. The Committee s
efforts in 1993 focused on developing a compensation
philosophy, reviewing the competitiveness of the current
compensation package (base salary, retirement and other
benefits), developing an annual calendar for committee
meetings and studying the feasibility and appropriateness of
implementing an incentive (pay at risk) compensation program.
The Committee s compensation consultant participated in all
three of the Committee s 1993 meetings.
The Committee has recommended implementation of a
Restricted Stock Plan as a long-term incentive for officers
and other key employees who, in the opinion of the Committee,
have significant responsibility for the growth, development
and financial success of the Company. It is the Committee s
belief that implementation of the Restricted Stock Plan would
provide an equity-based incentive program that would
recognize key personnel for outstanding performance, assist
in retention of key personnel and would facilitate alignment
of business decisions with shareholder interests. The
Restricted Stock Plan is discussed as Proposal 3 and is fully
set forth in Appendix A.
John B. Carley, Chairman Evelyn Loveless
Peter T. Johnson Richard T. Norman
<PAGE>
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
___________________ AWARDS PAYOUTS
____________________ _______
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
NAME AND SALARY BONUS SATION(1) AWARD(S) SARs PAYOUTS SATION(2)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
__________________ ____ _______ _____ _________ _________ _______ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph W. Marshall 1993 315,000 0 -- 0 0 0 $9,434
Chairman of the Board and 1992 300,000 0 -- 0 0 0 $8,500
Chief Executive Officer 1991 280,000 0 -- 0 0 0 $6,480
Larry R. Gunnoe 1993 185,000 0 -- 0 0 0 $7,400
President and 1992 174,000 0 -- 0 0 0 $6,670
Chief Operating Officer 1991 158,000 0 -- 0 0 0 $5,688
Jan B. Packwood 1993 134,000 0 -- 0 0 0 $2,624
Vice President- 1992 124,000 0 -- 0 0 0 $3,513
Power Supply 1991 115,000 0 -- 0 0 0 $3,024
Douglas H. Jackson 1993 130,000 0 -- 0 0 0 $5,200
Vice President- 1992 120,333 0 -- 0 0 0 $4,612
Distribution 1991 103,333 0 -- 0 0 0 $3,720
J. LaMont Keen 1993 127,000 0 -- 0 0 0 $5,080
Vice President 1992 121,667 0 -- 0 0 0 $4,660
and Chief 1991 96,667 0 -- 0 0 0 $3,480
Financial Officer
_____________
(1) The aggregate value of perks/personal benefits for each named Executive Officer is substantially
less than the minimum disclosure requirements.
(2) Represents the Company's contribution of an additional amount to the Employee Savings Plan equal
to 60 percent for the year 1991 and for the first six months of 1992 and 66 2/3 percent for the
last six months of 1992 and for the year 1993 of the total contribution of the named Executive Officer not exceeding 6
percent of base monthly compensation.
/TABLE
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The following table shows a Comparison of Five-year
Cumulative Total Shareowner Return for Idaho Power Company
Common Stock, the S&P 500 Index, and the Salomon Brothers 100
Electric Utilities Index. The data assumes that $100 was
invested on December 31, 1988. The Salomon Brothers 100
Electric Utilities Index includes all investor-owned electric
utilities.
Salomon Bros.
Idaho Power S&P 500 Elec. Utilities
Dec. 31, 1988 100.00 100.00 100.00
1989 135.75 131.69 130.68
1990 128.14 127.60 132.12
1991 153.69 166.47 171.09
1992 157.67 179.15 184.38
1993 185.07 197.21 205.52
The Securities and Exchange Commission requires that the
Company include in this Proxy Statement a line graph
presentation comparing the cumulative, five-year total
shareowner return on its Common Stock with the cumulative
total shareowner return of a broad equity market index and
either a nationally recognized industry standard or an index
of peer companies selected by the Company. The above graph
compares the performance of the Company with that of the S&P
500 Index and the Salomon Brothers 100 Electric Utilities
Index and assumes $100 invested on December 31, 1988, with
beginning-of-period weighting of the peer group indices
(based on market capitalization) and monthly compounding of
returns. During the 1987-1992 time frame, the Company
experienced a period of prolonged drought conditions which
dramatically reduced hydroelectric generation and hampered
financial performance.
<PAGE>
PENSION PLANS
The following table sets forth the estimated annual
pension benefits payable under the Company's Retirement Plan
(a qualified defined benefit pension plan for all regular
employees) and under the Company s Security Plan for Senior
Management Employees (a non-qualified defined benefit plan
for senior management employees).<PAGE>
<PAGE>
<TABLE>
<CAPTION>
REMUNERATION YEARS OF SERVICE
_____________________________________________________________________________
15 20 25 30 35 40
<S> <C> <C> <C> <C> <C> <C>
$ 75,000 $ 57,125 $ 62,000 $ 66,875 $ 71,750 $ 75,125 $ 78,500
$100,000 $ 73,250 $ 79,750 $ 86,250 $ 92,750 $ 97,250 $101,750
$125,000 $ 91,875 $100,000 $108,125 $116,250 $121,875 $127,500
$150,000 $113,000 $122,750 $132,500 $142,250 $146,000 $155,750
$175,000 $117,875 $129,250 $140,625 $152,000 $159,875 $167,750
$200,000 $141,500 $154,500 $167,500 $180,500 $189,500 $198,500
$225,000 $167,625 $182,250 $196,875 $211,500 $221,625 $231,750
$250,000 $169,739 $185,068 $200,398 $215,728 $226,340 $236,953
$300,000 $169,739 $185,068 $200,398 $215,728 $226,340 $236,953
$325,000 $169,739 $185,068 $200,398 $215,728 $226,340 $236,953
</TABLE>
Benefits under the Retirement Plan for senior management
employees upon retirement, normal retirement age 65 years,
are calculated on years of credited service using the average
of the highest five consecutive years' salaries (as reported
in the Summary Compensation Table) in the last 10 years
before retirement. The annual retirement benefits for all
other regular employees under the Retirement Plan are
calculated under a methodology which results in their
receiving a higher percentage of final average pay than
senior management employees. Benefits under the Security
Plan for Senior Management Employees are based upon salary at
retirement, normal retirement age 65 years, and are payable
over a 15-year period to the participant or the participant s
beneficiary upon death or retirement. Generally, death and
supplemental retirement benefits will vary from 45 percent to
56 percent and will average approximately 50 percent of
salary at retirement. The plan is funded by life insurance
on the participants and is designed so that if assumptions
made as to participant contributions, mortality expectation,
policy dividends and other factors are realized, the Company
will recover the cost of this plan. Benefits are not subject
to any deduction for Social Security benefits or other offset
amounts. The Company has a Supplemental Employee Retirement
Plan (a non-qualified plan that provides benefits that would
otherwise be denied participants by reason of certain
Internal Revenue Code limitations on qualified plan benefits)
(SERP). If Mr. Marshall had retired effective December 31,
1993, he would receive under the SERP annual retirement
payments totaling $7,003.72.
As of December 31, 1993, the final five-year average
salaries under the Retirement Plan for the five Executive
Officers named in the Summary Compensation Table are: Mr.
Marshall, $255,333; Mr. Gunnoe, $150,600; Mr. Packwood,
$110,056; Mr. Jackson, $102,365; and Mr. Keen, $100,056.
Years of credited service under the pension plans are: Mr.
Marshall, 24; Mr. Gunnoe, 25; Mr. Packwood, 24; Mr. Jackson,
37; and Mr. Keen, 20.
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive
$600 for each Board meeting and for each committee meeting
attended. In addition, non-employee Directors who are
chairmen of Board committees receive $1,200 per month; other
non-employee Directors receive $1,000 per month. The Company
permits Directors to defer all or a portion of any retainers
and meeting fees under a deferred compensation plan. Under
the plan, at retirement Directors may elect to receive one
lump-sum payment of all amounts deferred with interest, or a
series of up to 10 equal annual payments, depending upon the
specific deferral arrangement. A special account is
maintained on the Company s books showing the amounts
deferred and the interest accrued thereon. The Directors
participate in a non-qualified deferred compensation plan (a
non-qualified defined benefit plan for directors) that is
funded by life insurance on the participants and provides,
upon retirement from the Board, for the payment of $17,500
per year for a period of 15 years.
PROPOSAL 2
RATIFICATION OF DELOITTE & TOUCHE AS
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1994
At the meeting, the shareholders will be asked to ratify
the selection by the Board of Directors of Deloitte & Touche
as the firm of independent public accountants to audit the
books of accounts and records of the Company for the fiscal
year l994.
A representative of Deloitte & Touche is expected to be
present at the Annual Meeting of Shareholders and will have
an opportunity to make a statement and to respond to
appropriate questions.
PROPOSAL 3
AUTHORIZATION OF 1994 RESTRICTED STOCK PLAN
FOR OFFICERS AND EXECUTIVES
The Board of Directors of the Company unanimously
adopted, subject to shareholder approval, the Idaho Power
Company 1994 Restricted Stock Plan (the Plan ). The Board
of Directors and the Compensation Committee of the Board
believe that implementation of a restricted stock plan will
serve as a long-term incentive for officers and key
executives who have significant responsibility for the
growth, development and financial success of the Company.
The Board approved 370,000 shares of Common Stock of the
Company, $2.50 par value, for awards under the Plan,
approximating 1 percent of the total shares outstanding. The
following is a summary of the material features of the Plan,
a complete copy of which appears as Appendix A hereto. The
summary is qualified in its entirety by reference to
Appendix A.
PARTICIPATION
All officers and key executives (approximately 20) are
eligible to participate in the Plan. Participants are those
officers and key executives who may be selected by the
Compensation Committee in its sole discretion from those
eligible for awards. Non-employee Directors are not eligible
to participate.
ADMINISTRATION
The Plan is administered by the Compensation Committee
of the Board of Directors, which Committee is composed
entirely of non-employee Directors. The Committee meets the
disinterested administration requirements of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the
Exchange Act ).
TYPE OF AWARDS
The Plan provides for granting of restricted stock. The
amount of award, the time when made, the length of the
restricted period, the applicable restrictions, forfeiture
provisions, performance criteria, if any, dividend and voting
rights, if any, and any other terms of the award are
determined by the Compensation Committee at the time of
grant, subject to the express provisions of the Plan.
Awards which are not yet vested will vest immediately
upon any change in control of the Company, as defined in
the Plan.
TERM AND AMENDMENT
The Plan was adopted by the Board of Directors effective
July 1, 1994, subject to shareholder approval. The Plan is
subject to termination by the Board at any time. The Board
may amend the Plan without further approval of the
shareholders except to the extent required.
SHARES SUBJECT TO PLAN
The number of shares of Common Stock of the Company,
$2.50 par value, underlying awards under the Plan is 370,000
shares in the aggregate (subject to anti-dilution
adjustments). Shares underlying awards that expire unearned
or which are forfeited are thereafter available for further
grants to the maximum extent possible. The closing price of
Company Common Stock on the New York Stock Exchange on March
1, 1994, was $______ per share. Common Stock issued under
the Plan may be either authorized but unissued shares,
treasury stock or shares acquired on the open market.
GRANT INFORMATION
The number of officers and key executives who will be
selected for awards under the Plan in the future will vary
from year to year. It is not possible to determine awards
that will be made pursuant to the Plan in the future.
VOTING
For purposes of Rule 16b-3 under the Exchange Act and
Idaho law, approval of the Plan requires the affirmative vote
of a majority of the shares then represented at the meeting
and entitled to vote. Abstentions will be counted as being
represented at the meeting and, therefore, will have the same
effect as negative votes. Non-votes (i.e., shares held by
brokers, fiduciaries or other nominees which are not
permitted to vote on the proposal) will not be counted as
being represented at the meeting and entitled to vote and
therefore will have no effect on the outcome.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PLAN.
ANNUAL REPORT
The Company's 1993 annual report to shareholders,
including financial statements for l991, 1992 and 1993, was
mailed on or about March 4, 1994, to all shareholders of
record, and copies have been mailed to all persons becoming
shareholders of record up to and including the stock record
date for the meeting.
PROPOSALS OF SECURITY HOLDERS
Any proposal which a security holder intends to present
for action at the Company's 1995 annual meeting must be
received by the Corporate Secretary of the Company at the
Company's general office by 5:00 P. M. on November 24, 1994,
if it is to be considered for inclusion in the Proxy
Statement for the Annual Meeting of Shareholders.
OTHER BUSINESS
Neither the Board of Directors nor management intends to
bring before the meeting any business other than the matters
referred to in the Notice of Meeting and this Proxy
Statement. In addition, they have not been informed that any
other matter will be presented to the meeting by others. If
any other business comes before the meeting, or any
adjournment thereof, the persons named in the proxy will vote
on such matters according to their best judgment.
It is requested that each shareholder who cannot attend
the meeting send in his or her proxy or proxies without
delay.
By Order of the Board of Directors
Robert W. Stahman
Corporate Secretary
BOISE, IDAHO
March 25, 1994<PAGE>
<PAGE>
APPENDIX A
IDAHO POWER COMPANY
1994 RESTRICTED STOCK PLAN
PREAMBLE
Effective as of July 1, 1994, Idaho Power Company (the
Company ), has adopted the IDAHO POWER COMPANY 1994
RESTRICTED STOCK PLAN (the Plan ) for the benefit of its
eligible employees.
ARTICLE I
PURPOSE AND ELIGIBILITY
1.1 Purpose. The purpose of the Plan is to award
shares of common stock to certain officers and executives
( key employees ) of Idaho Power Company (the Company ) and
its wholly-owned subsidiaries to provide an equity-based
incentive program to key employees that encourages retention,
facilitates alignment of business decisions with shareholder
interests and recognizes key employees for outstanding
performance.
1.2 Eligibility. Subject to the determination of the
Committee described in Section 2.2 herein, all officers and
key executives of the Company and its wholly-owned
subsidiaries shall be eligible to receive awards under the
Plan. A person who receives an award under the Plan is
referred to herein as a Participant.
ARTICLE II
AWARDS
2.1 Shares Available for Awards. The maximum number of
shares which may be awarded from time to time under the Plan
is 370,000. Shares of common stock awarded under the Plan
( Restricted Shares ) shall be authorized but unissued shares
of common stock of the Company, treasury shares or shares
purchased on the open market. Restricted Shares which are
not earned or which are forfeited shall again be available
for subsequent awards under the Plan. Such shares may be
regranted to key employees who are deemed to be insiders
under Section 16 ( Section 16") of the Securities Exchange
Act of 1934, as amended (the Exchange Act ) to the maximum
extent permitted by the rules thereunder.
2.2 The Committee. All awards made hereunder shall be
made to such key employees as shall be determined solely by
the Compensation Committee of the Board of Directors of the
Company, or such other committee as the Board of Directors
shall determine (the Committee ).
The Committee shall consist of not less than two members
of the Board of Directors who shall, to the extent required,
meet the requirements for disinterested administration as set
forth in Rule 16b-3 of the Exchange Act. The Committee shall
have full discretion and exclusive power, subject to the
provisions of the Plan, to select and determine the key
employees to whom awards are made, the times when awards are
made, the number of Restricted Shares granted, the length of
the restricted period (the Restricted Period ), the
applicable restrictions, forfeiture provisions, performance
criteria, if any, dividend rights, if any, voting rights, if
any, and any other rights, terms and conditions it may choose
to apply to such awards.
The Committee shall have full power and authority to
interpret and apply the provisions of the Plan, and to
prescribe, amend and rescind such rules and regulations
relating to the Plan as it shall deem desirable. Any
interpretation, determination or other action taken by the
Committee shall be final, binding and conclusive. No member
of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with
respect to the Plan or awards made hereunder.
2.3 Awards.
(a) The terms of each award, as determined solely by
the Committee, shall be set forth in a written agreement (a
Restricted Stock Agreement ) duly executed on behalf of the
Company and the Participant in such form as the Committee
shall from time to time approve.
(b) A stock certificate representing the number of
Restricted Shares granted to a Participant shall be
registered in the Participant s name but shall be held in
custody by the Company for the Participant s account. The
Participant shall not have the right to vote such Restricted
Shares or to receive dividends thereon unless such rights are
granted by the Committee. In addition, the following
restrictions shall apply: (i) the Participant shall not be
entitled to delivery of a certificate until the expiration or
termination of the Restricted Period and the satisfaction of
performance criteria, if any; (ii) none of the Restricted
Shares may be sold, transferred, assigned, pledged, or
otherwise encumbered or disposed of during the Restricted
Period, other than by will or the laws of descent and
distribution; and (iii) all of the Restricted Shares shall be
forfeited by the Participant without further obligation on
the part of the Company as of the date of the Participant s
termination of employment in accordance with the provisions
of Section 3.1 hereof prior to the expiration or termination
of the Restricted Period. Upon the forfeiture of any
Restricted Shares, such forfeited shares shall be transferred
to the Company without further action by the Participant.
(c) Upon the expiration or termination of the
Restricted Period and the satisfaction of performance
criteria, if any, the restrictions imposed on the appropriate
Restricted Shares shall lapse and a stock certificate for the
number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered to the
Participant, free of all such restrictions, except any that
may be imposed by law or by the applicable Restricted Stock
Agreement. Except as provided under Section 5.3 hereof, no
payment will be required from the Participant upon the
issuance or delivery of any Restricted Shares.
2.4 Section 83(b) Election. A Participant who files an
election with the Internal Revenue Service to include the
fair market value of any Restricted Shares in gross income
while they are still subject to restrictions shall promptly
furnish the Company with a copy of such election together
with the amount of any federal, state, local or other taxes
required to be withheld to enable the Company to claim an
income tax deduction with respect to such election.
2.5 Adjustment in Event of Changes in Capitalization.
In the event of a recapitalization, stock split, stock
dividend, stock combination, exchange of shares, merger,
consolidation, acquisition or disposition of property or
shares, reorganization, liquidation, or other similar changes
or transactions, of or by the Company, the aggregate number
of Restricted Shares shall be appropriately adjusted and all
provisions of this Plan with respect to the number of
Restricted Shares shall also be adjusted.
ARTICLE III
TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL
3.1 Termination of Employment. Subject to the
Committee s right to determine otherwise at the time of
grant, upon termination of the Participant s employment with
the Company by reason of death or disability, or with
approval of the Committee upon retiring from the Company
prior to attaining age 62, all unvested Restricted Stock
shall immediately vest. Upon termination of employment for
any other reason, all unvested Restricted Stock shall be
forfeited.
3.2 Change in Control. All unvested Restricted Shares
shall vest immediately upon a change in control . Change
in control shall mean the earlier of the following to occur:
(a) the public announcement by the Company or by any person
(which shall not include the Company, any subsidiary of the
Company or any employee benefit plan of the Company or of any
subsidiary of the Company) ( Person ) that such Person, who
or which, together with all Affiliates and Associates (within
the meanings ascribed to such terms in Rule 12b-2 of the
Exchange Act) of such Person, shall be the beneficial owner
of twenty percent (20%) or more of the voting stock then
outstanding; (b) the commencement of, or after the first
public announcement of any Person to commence, a tender or
exchange offer the consummation of which would result in any
Person becoming the beneficial owner of voting stock
aggregating thirty percent (30%) or more of the then
outstanding voting stock; (c) the announcement of any
transaction relating to the Company required to be described
pursuant to the requirements of Item 6(e) of Schedule 14A of
Regulation 14A of the Securities and Exchange Commission
under the Exchange Act; (d) a proposed change in the
constituency of the Board of Directors of the Company such
that, during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute
the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election
or nomination for election by the shareholders of the Company
of each new director was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who were
members of the Board of Directors of the Company at the
beginning of the period; or (e) any other event which shall
be deemed by a majority of the Committee of the Board of
Directors of the Company to constitute a change in control.
ARTICLE IV
AMENDMENTS AND TERMINATION
4.1 Amendments. The Board of Directors reserves the
right at any time and from time to time, and retroactively if
deemed necessary or appropriate by it, to amend in whole or
in part, and in any manner, any or all of the provisions of
this Plan, provided that no amendment shall make it possible
for any part of a Participant s Restricted Shares to be used
for or diverted to, purposes other than for the exclusive
benefit of Participants or their beneficiaries, except to the
extent otherwise provided in this Plan. No actions by the
Board of Directors pursuant to this Article IV may be taken
if it would cause the Plan to fail to meet the disinterested
administration requirements set forth in Rule 16b-3 of the
Exchange Act to the extent required.
4.2 Termination. The Board of Directors reserves the
right to terminate this Plan at any time. No Participant
shall accrue any additional benefits under this Plan after
the effective date of such termination.
ARTICLE V
MISCELLANEOUS
5.1 Governing Law. All questions pertaining to the
validity, construction and administration of the Plan shall
be determined in accordance with the laws of the State of
Idaho, without regard to conflicts of laws provisions.
5.2 Nonguarantee of Employment. Nothing contained in
this Plan shall be construed as a contract of employment
between the Company and any Participant, as a right of any
Participant to be continued in the employment of the Company,
or as a limitation on the right of the Company to discharge
any of its employees, with or without cause.
5.3 Taxes. The Company shall make such provisions and
take such steps as it may deem necessary or appropriate for
the withholding of all federal, state and local taxes
required by law to be withheld with respect to awards of
Restricted Shares, and the lapse of restrictions on
Restricted shares, including but not limited to (i) deducting
the amount required to be withheld from any other amount then
or thereafter payable to a Participant, former Participant,
beneficiary or legal representative, and (ii) requiring a
Participant, former Participant, beneficiary or legal
representative to pay to the Company the amount required to
be withheld as a condition of the delivery of Restricted
Shares. For all purposes of this Plan, the fair market value
of common stock shall be determined by the Company in good
faith, and such determination shall be binding upon the
Participants and all other persons for federal, state and
local tax purposes.
5.4 Notices. Each notice relating to this Plan shall
be in writing and delivered in person or by certified mail to
the proper address. All notices to the Company shall be
addressed to it at 1221 West Idaho Street, Boise, Idaho
83707, Attention: Corporate Secretary. All notices to
Participants, former Participants, beneficiaries or other
persons acting for or on behalf of such persons shall be
addressed to such person at the last address for such person
maintained in the Company s records.
5.5 Headings. The headings and sub-headings in this
Plan are inserted for convenience of reference only and are
to be ignored in any construction of the provisions hereof.
5.6 Severability. In case any provision of this Plan
shall be held illegal or void, such illegality or invalidity
shall not affect the remaining provisions of this Plan, but
shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provision had never
been inserted herein.<PAGE>
<PAGE>
PROXY
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 1994
This Proxy is Solicited on Behalf of the Board of Directors.
Properly executed proxies will be voted as marked and, if not
marked, will be voted FOR the election of the nominees
listed in the accompanying Proxy Statement and FOR
proposals (2) and (3) on the reverse.
The undersigned hereby appoints Joseph W. Marshall and Robert
Stahman, and each of them, proxies with full power of
substitution to vote for the undersigned at the Annual
Meeting of Shareholders of Idaho Power Company, and at any
adjournments thereof, on the matters set forth in the Proxy
Statement and such other matters as may come before the
meeting; and hereby directs that this proxy be voted in
accordance with the instructions herein.
Please date, sign and mail promptly in the self-addressed
return envelope which requires no postage if mailed in the
United States. Persons signing in representative capacity
should indicate as such. If shares are held jointly, both
owners should sign.
Proposal to Elect Director Nominees
The Board of Directors Recommends a vote FOR the proposals
regarding:
(1) ELECTION OF DIRECTORS: George L. Coiner; Larry R.
Gunnoe; Peter T. Johnson; and James A. McClure.
FOR WITHHOLD
all nominees listed above / / Authority to vote for / /
(except as marked to the all nominees listed above
contrary to the right)
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee s name on the line
provided below.)
_________________________________________________________
(2) Proposal to ratify the selection of Deloitte & Touche as
Independent Auditors
FOR / / AGAINST / / ABSTAIN / /
(3) Proposal to authorize the 1994 Restricted Stock Plan for
Officers and Executives
FOR / / AGAINST / / ABSTAIN / /
If you wish to have any comments forwarded to the Company,
you must mark this box and then write your comments on the
reverse side of this form. / /
______________ ___________ PLEASE MARK ALL CHOICES
ACCOUNT NUMBER SHARES LIKE THIS /X/
SIGNATURE _________________________ DATE __________
SIGNATURE _________________________ DATE __________
