SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Idaho Power Company
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
Payment of Filing Fee (check the appropriate box)
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
____________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________________
<PAGE>
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount previously paid:
____________________________
2) Form, Schedule or Registration Statement No:
______________________________
3) Filing Party: _________________________
Date Filed: _______________________________<PAGE>
<PAGE>
PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
IDAHO POWER COMPANY
Annual Stockholders Meeting
May 1, 1996
850 Front St.
Boise Idaho
Date sent to shareholders:
March __, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85201
Dear Fellow Idaho Power Shareholder:
We urge you to vote FOR our shareholder proposal to extend
confidential shareholder voting at Idaho Power. Right now the
company's confidential voting policy has a large exception:
management need not keep proxies confidential when
there is a contested proxy solicitation.
Dozens of companies provide for confidential voting during
proxy contests. In our view, a proxy contest is the most
important time for confidential voting: that is when shareholders
are most concerned about what incumbent management may do if it
finds out they voted against management.
We in no way suggest management has threatened to retaliate
against shareholders. However, shareholders often have business
and personal relationships with members of the Board which go
beyond owning Idaho Power stock. For example, a bank or
insurance company which does business with Idaho Power, or an
Idaho Power employee, may fear losing favor with management if
they vote stock held in their own name contrary to management's
recommendation.
Shareholders should have the right to vote as they see fit
without having anything to fear. Voting for leadership is, in our
view, a private matter. Secret ballot voting is how union
officials and most government officials are elected.
Idaho Power has not advised us of its position on this
proposal. Other companies' managements have sometimes argued
against such proposals by contending that shareholders can
instead obtain confidentiality by placing their stock in the name
of a broker or other nominee. However, by being the record owner
rather than the broker, you avoid any possible brokers'
maintenance fees. You may be able to get shareholder materials
faster. You need not rely on the broker to get your vote counted
and keep your confidences. Record owners have enhanced legal
rights under state corporation law, such as the right to inspect
corporate records.
You should not have to give up all this just to have a secret
ballot vote.
We feel all shareholders deserve the confidentiality
accorded employees who hold through benefit plans: they have the
right to confidentially vote shares held in those plans through
the plan's trustees. Also, these employees should be able to buy
stock outside the plans and not have to give up confidentiality
in the process.
Shareholders deserve a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company extend its
policy of confidential voting to the situation where there
is a proxy solicitation in opposition to the Board of
Directors (exempted from the Company's current confidential
voting policy).
Shareholder approval of this proposal would not bind the board to
adopt confidential voting. However, most companies' boards comply
with recommendations approved by a majority of shareholders.
PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives any shareholder who has owned more than
$1000 worth of the company's stock for more than one year the
right to have the company's proxy statement include a shareholder
proposal and supporting statement. The deadline for submitting
such proposals for inclusion in the proxy statement for the 1997
annual meeting will be November ___ 1996. Feel free to
write us for more information about shareholder proposals.
EXECUTIVE COMPENSATION/SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS/ELECTION OF DIRECTORS
We incorporate herein by reference the information on these
matters contained in management's proxy statement.
THIS SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which is the record owner of
100 shares of Idaho Power common stock. We have no interest in
representing Idaho Power employees, nor are aware of any labor
dispute at Idaho Power. We are a non-profit organization
representing grocery employees in Arizona, and are organizing
Albertson's employees in the face of management opposition
through means we believe improper. Idaho Power's board includes
Albertson's executive John Carley. We have made similar
shareholder proposals at other companies with similar connections
to Albertson's. We have not sought to trade our activities as a
shareholder for any benefit to ourselves. At the shareholder
meeting we will present the confidential voting proposal and vote
your proxy as you direct, regardless of the outcome of
Albertson's labor situation or whether Carley continues on Idaho
Power's board. We estimate our costs of solicitation will be
$2000. We will not use specially engaged proxy solicitors but
will use our regular staff. We will solicit proxies by mail,
telephone, and fax.
VOTING PROCEDURE
IF YOU HAVE ALREADY VOTED ON MANAGEMENT'S CARD, YOU MAY
CHANGE YOUR VOTE. A proxy vote can be revoked at any time by (1)
executing a later proxy card; (2) appearing at the meeting to
vote, or (3) delivering the proxyholder or the Company's
secretary written notice of revocation prior to the
date of the meeting. The Company can be contacted at P.O. Box 70,
1221 W. Idaho St., Boise ID 83707. Tel. (208) 388-2676, Fax (208)
388-6936.
There are several possible ways of voting on our proposal:
(1) You can return the enclosed proxy card; or
(2) You can vote in person at the shareholders meeting.
(3) We asked management to include this proposal on its card but
it refused. The card sent you by management gives it the
discretion to vote AGAINST the proposal. It is possible
management will resolicit you with a card allowing you to direct
how your shares will be voted on this proposal. We suggest you
contact management if you wish to have this option.
All holders of common stock as of _______________ are
entitled to vote. If you sign the enclosed card but do not
direct us how to vote, we will vote FOR the proposal and FOR
election of the board's nominees and for reappointment of the
auditors. The enclosed card grants no discretionary voting
authority (if matters not listed on the card come before the
meeting, which we do not anticipate, we will not vote your shares
on these matters).
Until the meeting we will keep the content of all cards we
receive confidential from everyone outside our agents. At the
meeting the cards must be presented to the company's tabulator in
order to be counted (under the company's current policy,
management may then view them).
We incorporate herein by reference the discussion in the
Company's proxy statement of voting requirements and outstanding
securities (p.1).
THANK YOU FOR VOTING FOR THE PROPOSAL TO EXTEND SECRET BALLOT
VOTING TO WHEN IT COUNTS THE MOST, PROXY CONTESTS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ 85201
<PAGE>
PROXY
SOLICITED BY UFCW 99R for
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
May 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Idaho Power Company, and at
any adjournments thereof, on the proposal set forth in the Proxy
Statement. The undersigned directs this proxy be voted in
accordance with the instructions below, and grants no
discretionary authority.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
ENVELOPE. PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD
INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD
SIGN.
(1) PROPOSAL TO EXTEND SECRET BALLOT VOTING TO PROXY CONTESTS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) ELECTION OF DIRECTORS
Nominees: Roger Breezley, John Carley, Jack Lemley, Evelyn
Loveless
FOR all nominees: [ ] WITHHOLD from all nominees [ ]
FOR all nominees except: ____________________________
(3) Ratification of Deloitte & Touche as auditors
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
PRINT NAME/TITLE__________________________ DATE ___________
ADDRESS
___________________________________________________________
_____________________ ___________
ACCOUNT NO. # OF SHARES PHONE No. FAX NO.
IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE
NAME AND ADDRESS OF THE RECORD OWNER:<PAGE>
SURVEY OF IDAHO POWER SHAREHOLDERS
THIS IS NOT A PROXY: PLEASE RETURN IT EVEN IF YOU DO NOT
FILL OUT A PROXY CARD
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
2. What is your favorite thing about the Company?
________________________________
3. What is the worst thing about the Company?
___________________________________
4. List anything you would like management to change:
__________________________________
5. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes ____ No _____ Undecided _______
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone ________ Fax ___________ # of Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201
