SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
IDAHO POWER COMPANY
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $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:
__________________________________________
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:
_____________________________________________
5) Total fee paid:
_____________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
/X / Fee paid previously with preliminary materials.
/ / 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:
______________________________________
4) Date Filed:
______________________________________<PAGE>
<PAGE>
April 11, 1996
Dear Shareholder:
As an Idaho Power Company shareholder, you may have
received proxy solicitation materials from the United Food and
Commercial Workers Local 99R (UFCW). The UFCW solicitation seeks
your proxies and approval of a resolution recommending the Company
extend its policy of confidential voting. This solicitation has
nothing to do with Idaho Power Company. Rather, this solicitation
is an attempt to embroil the Company in a labor dispute between
Albertson's, Inc., and the UFCW in the State of Arizona.
DO NOT SIGN OR RETURN THE UFCW's PROXY CARD--
SIMPLY THROW IT AWAY.
Albertson's is a large national grocery chain
headquartered in Boise with 29 stores located in the State of
Arizona. Despite repeated efforts, the UFCW has been unsuccessful
in organizing 28 of the Albertson's stores located in the State of
Arizona. The UFCW is now trying to pressure the Company (and
others) to influence Albertson's in its dispute with the UFCW. As
part of its ongoing campaign, the UFCW is apparently employing a
tactic of harassing companies who have an officer or a director who
is also an officer or director of Albertson's. John B. Carley,
Chairman of the Executive Committee of Albertson's Board, who
recently retired as President and Chief Operating Officer of
Albertson's, is a Director of the Company and a nominee for
election at the Annual Meeting. The UFCW has sent a letter to some
Company Directors asking that the Company remove Mr. Carley from
the Board. Your Board of Directors believes that Mr. Carley has
made significant contributions to the Company and has renominated
him for election at the Annual Meeting. The UFCW has taken a
similar approach with a number of other companies including Questar
Corporation, Heritage Media Corporation, Manville Corporation, Pope
& Talbot, Pier One Imports, Portland General Corporation and U. S.
West.
AS A COMPANY SHAREHOLDER, YOU SHOULD ASK YOURSELF WHETHER
THE UFCW'S SOLICITATION IS MOTIVATED TO BENEFIT SHAREHOLDERS OF THE
COMPANY OR WHETHER THE UFCW IS PURSUING AN INDEPENDENT AGENDA. The
UFCW became a record owner of 100 shares of Company common stock
only recently--on February 21, 1996. We believe that the UFCW is
abusing the annual meeting/proxy solicitation process to influence
a labor dispute that does not involve your Company in any way.
THE COMPANY DOES NOT BELIEVE THAT A CHANGE IN ITS
CONFIDENTIAL VOTING POLICY IS NECESSARY. The Company instituted a
confidential voting policy commencing with the 1993 annual meeting.
The policy is set forth in the Company's proxy statement, and the
policy, including the exceptions, is consistent with those
confidential voting policies adopted by other companies and
advocated by major institutional investors and other unions. The
vast majority of American corporations do not even have
confidential voting policies.
The UFCW IS NOT concerned about the Company, its policies
or shareholders. The UFCW is concerned ONLY about its dispute with
Albertson's and its own self-interest in obtaining additional union
membership. The effect on the Company is the extra time, effort
and money expended to respond to the UFCW's proxy solicitation.
We strongly urge you NOT to sign or return the UFCW'S gold
proxy card. Do not mark anything on it--simply throw it away. If
you have already signed and returned the UFCW's gold proxy card,
you have every right to change your mind. Only your latest dated
card will count. You may revoke any earlier gold card by signing,
dating and mailing the enclosed WHITE proxy card.
We DO ask you to sign, date and return the accompanying
Idaho Power WHITE proxy card, voting FOR the Board of Directors
nominees, FOR Deloitte & Touche as auditors and AGAINST the UFCW
proposal. EVEN IF YOU HAVE PREVIOUSLY RETURNED THE IDAHO POWER
WHITE PROXY CARD, YOU SHOULD MARK AND RETURN THE NEW IDAHO POWER
WHITE PROXY CARD.
If you have any questions, please contact our solicitor,
Beacon Hill Partners, Inc., at 1-800-854-9486.
Very respectfully,
(Joseph W. Marshall)
Joseph W. Marshall
Chairman of the Board and CEO<PAGE>
<PAGE>
PROXY
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
MAY 1, 1996
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 PROXY STATEMENT, "FOR" PROPOSAL (2) AND "AGAINST"
PROPOSAL (3).
The undersigned hereby appoints Joseph W. Marshall and Robert
W. 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. The undersigned hereby
revokes all proxies heretofore given by the undersigned relating to
the Annual Meeting.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
RETURN ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. PLEASE SO INDICATE FOLLOWING YOUR SIGNATURE IF
YOU ARE SIGNING IN REPRESENTATIVE CAPACITY. IF SHARES ARE
HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS
REGARDING:
(1) ELECTION OF DIRECTORS: ROGER L. BREEZLEY, JOHN B.
CARLEY, JACK K. LEMLEY, EVELYN LOVELESS
FOR WITHHOLD
All nominees listed above / / Authority to vote for / /
(except as marked to the all nominees on the
contrary below) reverse side
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.)
_________________________________________________________
(2) Proposal to ratify the selection of Deloitte & Touche LLP
as Independent Auditor
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. / /
The Board of Directors Recommends a vote AGAINST the following
shareholder proposal:
(3) Shareholder proposal regarding confidential voting.
FOR / / AGAINST / / ABSTAIN / /
Special Action
Discontinue Annual Report mailing for this account: / /
______________ ___________ PLEASE MARK ALL CHOICES
ACCOUNT NUMBER SHARES LIKE THIS /X/
SIGNATURE _________________________ DATE __________
SIGNATURE _________________________ DATE __________
