<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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IDAHO POWER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
IDAHO 82-0130980
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1221 W. IDAHO STREET, BOISE, IDAHO 83707-5627
(208) 388-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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<TABLE>
<S> <C>
JOSEPH W. MARSHALL J. LAMONT KEEN
CHAIRMAN OF THE BOARD AND VICE PRESIDENT AND CHIEF
CHIEF EXECUTIVE OFFICER FINANCIAL OFFICER
IDAHO POWER COMPANY IDAHO POWER COMPANY
1221 W. IDAHO STREET 1221 W. IDAHO STREET
BOISE, IDAHO 83707-5627 BOISE, IDAHO 83707-5627
(208) 388-2200 (208) 388-2200
ROBERT W. STAHMAN, ESQ. ELIZABETH W. POWERS, ESQ.
VICE PRESIDENT, REID & PRIEST LLP
GENERAL COUNSEL AND SECRETARY 40 WEST 57TH STREET
IDAHO POWER COMPANY NEW YORK, NEW YORK 10019
1221 W. IDAHO STREET (212) 603-2232
BOISE, IDAHO 83707-5627
(208) 388-2200
</TABLE>
(NAMES, ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING AREA
CODES, OF AGENTS FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE PURSUANT TO THE PLAN:
From time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT PRICE REGISTRATION FEE
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Common Stock, $2.50 par value............... 1,500,000 Shares $29.75(2) $44,625,000 $15,388
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Preferred Share Purchase Rights............. 1,500,000 Rights -- -- --(3)
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</TABLE>
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this registration statement also covers any additional securities
to be offered or issued in connection with a stock split, stock dividend or
similar transaction.
(2) Based on the average high and low sale price on the composite tape on
January 3, 1996 pursuant to Rule 457(c).
(3) 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.
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PURSUANT TO RULE 429, THE PROSPECTUS FILED AS A PART OF THIS REGISTRATION
STATEMENT IS BEING FILED AS A COMBINED PROSPECTUS IN CONNECTION WITH THIS
REGISTRATION STATEMENT AND REGISTRATION STATEMENT NO. 33-65720.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED JANUARY 10, 1996
PROSPECTUS
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1,879,894 SHARES
IDAHO POWER COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
($2.50 PAR VALUE)
------------------------
Idaho Power Company (the "Company") is offering to its common shareowners
and its residential customers the opportunity to purchase shares of its Common
Stock pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan"). The Plan provides individuals who hold shares of the Company's
Common Stock and residential customers with a simple and convenient method of
purchasing shares of the Company's Common Stock.
Common Shareowner Participants in the Plan may:
-- have all or a portion of the Dividends on their shares of the Company's
Common Stock automatically reinvested, or
-- invest by making Optional Cash Payments and continue to receive the
Dividends on the shares registered in their names, or
-- have all or a portion of their Dividends reinvested and also make
Optional Cash Payments.
Residential Customer Participants in the Plan may:
-- invest by making Optional Cash Payments.
Dividends on all shares in the Plan Account will be reinvested.
This Prospectus relates to shares of Common Stock of Idaho Power Company
available for purchase under the Plan. It is suggested that this Prospectus be
retained for future reference.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is , 1996.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION, OTHER THAN THOSE CONTAINED HEREIN, IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY IDAHO POWER
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------------
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the offices of the Commission, Judiciary Plaza, 450
Fifth Street, NW, Washington, DC 20549; 500 W Madison St, 14th Floor, Chicago,
IL 60661; and Seven World Trade Center, New York, NY 10048. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth
Street, NW, Washington, DC 20549. The Company's Common Stock is listed on the
New York and Pacific Stock Exchanges. Reports, proxy statements and other
information concerning the Company can be inspected and copied at the respective
offices of these exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference its Annual Report on
Form 10-K for the year ended December 31, 1994, its Quarterly Reports on Form
10-Q for the quarters ended March 31, June 30, and September 30, 1995 and its
Current Report on Form 8-K dated March 24, 1995. All reports and documents
hereafter filed by the Company pursuant to Section 13, 14 or 15(d) of the
Exchange Act prior to the termination of the offering made by this Prospectus
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 a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon written or oral request of such person,
a copy of any or all of the information that has been incorporated by reference
herein (not including exhibits thereto unless such exhibits are specifically
incorporated by reference therein). Requests for such documents should be
addressed to Shareowner Services, Idaho Power Company, 1221 W. Idaho Street,
Boise, Idaho 83707-5627, telephone 1-800/635-5406.
2
<PAGE> 4
THE COMPANY
The Company is an investor-owned electric public utility, incorporated
under the laws of the State of Idaho in 1989 as successor to a Maine corporation
organized in 1915. The Company is engaged in the generation, purchase,
transmission, distribution and sale of electric energy in an approximately
20,000 square-mile area in southern Idaho, eastern Oregon and northern Nevada,
with an estimated population of 695,000 people. The Company holds franchises in
approximately 70 cities in Idaho and 10 cities in Oregon, and holds certificates
from the respective public utility regulatory authorities to serve all or a
portion of 28 counties in Idaho, three counties in Oregon and one county in
Nevada. The address of its principal executive offices is 1221 West Idaho
Street, Boise, Idaho 83702. Its telephone number is (208) 388-2200.
SUMMARY OF MAJOR PLAN TERMS
The major terms of the Plan are as follows:
1. Individuals who own shares of the Company's Common Stock (common
shareowners) may purchase additional shares of the Company's Common Stock by
reinvesting all or part of their Dividends or by making Optional Cash Payments,
or both. Residential customers of the Company may purchase shares of the
Company's Common Stock by making Optional Cash Payments. Common shareowners and
residential customers of the Company are collectively referred to hereinafter as
"Participants".
2. Optional Cash Payments by Participants are limited to a minimum of $10
per payment and a maximum of $15,000 per quarter.
3. Shares purchased for Participants' Plan Accounts will be either original
issue or may be purchased on the open market by a Broker.
4. The price per share to Participants of shares purchased on the open
market under the Plan will be the weighted average price (including brokerage
commissions) of all shares acquired by the Broker during an Investment Period.
If original issue shares of Common Stock are purchased for the Plan, the price
will be equal to the average of the high and low composite sales price of the
Company's Common Stock as compiled by the Consolidated Tape Association on the
Common Stock Dividend Payment Date on which the Investment Period commences or
such later date during the Investment Period on which the Broker may purchase
such Common Stock from the Company.
5. For shares purchased on the open market under the Plan, Participants
will pay the brokerage commissions.
6. Investment of both Common Dividends and Optional Cash Payments will be
made quarterly during an Investment Period which commences on the Common Stock
Dividend Payment Date and continues through the following 30 days.
3
<PAGE> 5
THE PLAN
DEFINITIONS
The following terms when used herein shall have the following meanings:
"Authorization Form" shall mean such form as the Company may from time to
time or upon request furnish to shareowners and/or customers, which form shall
be returned to the Company by the shareowners and/or customers to indicate their
election to participate in the Plan.
"Broker" shall mean a securities broker-dealer selected by the Company
registered under the Exchange Act.
"Cash Acceptance Period" shall mean the 25-day period ending five days
before the Common Stock Dividend Payment Date.
"Common Stock" shall mean the common stock of Idaho Power Company.
"Common Stock Dividend Payment Date" shall mean the date established by the
Company's Board of Directors on which Common Stock Dividends are payable.
"Company" shall mean Idaho Power Company, a corporation organized and
existing under the laws of the State of Idaho and its successors and assigns,
whose address is P. O. Box 70, Boise, Idaho 83707.
"Customer" shall mean any entity that is receiving residential electrical
service from the Company whose principal residence is within the Company's
service area in Idaho, Oregon or Nevada.
"Dividends" shall mean those funds which are paid to shareowners on Common
Stock, which are customarily declared by the Company's Board of Directors on a
quarterly basis.
"Investment Period" shall mean the 30-day period beginning with the Common
Stock Dividend Payment Date.
"Optional Cash Payments" shall mean any initial or additional cash payment
made by a Participant to the Company for the purchase of shares of Common Stock.
Optional Cash Payments are limited to a minimum of $10 per payment and a maximum
of $15,000 per quarter.
"Participant" shall mean any shareowner and/or customer who has returned an
Authorization Form to the Company indicating election to participate in the
Plan.
"Plan" shall mean this Dividend Reinvestment and Stock Purchase Plan.
"Plan Account" shall mean the separate account maintained for each
Participant by the Company in accordance with the provisions of the Plan.
"Purchase Price" shall mean with respect to shares of Common Stock
purchased under the Plan from the Company, the average of the high and low
composite sales price of the Company's Common Stock as compiled by the
Consolidated Tape Association on the Common Stock Dividend Payment Date on which
the Investment Period commences or such later date during the Investment Period
on which the Broker may purchase such Common Stock from the Company. If high and
low composite sales prices are not reported on
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<PAGE> 6
that date, the purchase price will be determined as of the last previous day on
which high and low composite sales prices were reported for the Common Stock.
With respect to shares of Common Stock purchased in the open market, the
purchase price will be the weighted average price (including brokerage
commissions) paid by the Broker to obtain them. The shares of Common Stock will
be credited to Participants' Plan Accounts as of the last day of the Investment
Period, or as of such earlier date on which all purchases for the Investment
Period are completed, at a price per share equal to the weighted average price
per share (including any brokerage commissions) paid to obtain them.
"Record Date" shall mean the date established by the Company's Board of
Directors for determination of ownership of shares of Common Stock for payment
of Dividends.
"Shareowner" shall mean any owner of record of the Common Stock.
PURPOSE AND ADVANTAGES OF THE PLAN
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareowners and/or customers of the
Company with a convenient and economical method of investing in shares of the
Company's Common Stock.
2. What are the advantages of the Plan?
a. The Plan provides Participants with a simple and regular method of
purchasing Common Stock of the Company.
b. Since purchases of the Company's Common Stock will be aggregated,
brokerage commissions on purchases of shares on the open market should be lower
than commissions Participants would ordinarily pay if they purchase shares
directly. The amount of the brokerage commissions will be negotiated by the
Company from time to time.
c. No certificates are issued for shares of Common Stock purchased under
the Plan unless requested. This relieves Participants of the responsibility for
the safekeeping of multiple certificates for shares purchased and protects
Participants against loss, theft or destruction of stock certificates.
d. A statement of the Participant's Plan Account is furnished each quarter,
providing a simplified method of recordkeeping.
e. Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to a
Participant's Plan Account.
ELIGIBILITY
3. Who is eligible to participate in the Plan?
To be eligible to participate in the Plan, a person must be a shareowner
and/or a customer. Beneficial owners of the Company's Common Stock whose shares
are registered in names other than their own may participate directly by having
some or all of their shares transferred into their names, or they may
participate indirectly by requesting their record holders (such as a broker or
bank nominee) to participate on their behalf. Such indirect participation must
be through the registered holder of the shares.
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ADMINISTRATION AND AGENT
4. Who administers the Plan?
The Company, or its duly appointed agent, administers the Plan. Shares of
Common Stock purchased under the Plan will be registered in the name of the
Company and will be held by the Company as agent for the Participants. Inquiries
and other communications relating to the Plan should be mailed to:
Idaho Power Company
Shareowner Services Department
P. O. Box 70
Boise, Idaho 83707-0070
Persons who wish to communicate by telephone with the Company concerning
the Plan may do so by calling the following toll-free telephone number:
800/635-5406
5. Who purchases shares of Common Stock for the Participants?
Open market purchases are made by a Broker designated by the Company.
Dividends and Optional Cash Payments which are to be invested under the Plan are
paid or delivered by the Company to the Broker and applied by the Broker to the
purchases of Common Stock of the Company. If the Company uses original issue
stock for purchases under the Plan, such shares will be purchased from the
Company.
6. What are the expenses to Participants in connection with the Plan?
Although all costs of administering the Plan will be paid by the Company,
Participants will be required to pay a brokerage commission for any shares of
Common Stock purchased on the open market. This brokerage commission will be
negotiated by the Company from time to time and is expected to be at a discount
rate because of the large volume of shares expected to be purchased through the
Plan.
PROCEDURE FOR ENROLLING -- AUTHORIZATION FORM
7. How and when may a shareowner and/or customer enroll in the Plan?
A shareowner and/or customer may enroll in the Plan at any time by signing
and completing an Authorization Form and returning it to the Company. If the
Authorization Form is received prior to a Record Date, reinvestment of Dividends
for a shareowner will commence with the first Dividend paid after that Record
Date. Authorization Forms will be provided to shareowners and/or customers upon
request to the Company in writing or by telephone.
8. What does the Authorization Form provide?
The Authorization Form authorizes the Company to enroll a shareowner and/or
customer in the Plan and to invest any Optional Cash Payments or Dividends; it
also authorizes the Company to hold shares of Common Stock for the Participant
pursuant to the Plan. The shareowner and/or customer completing the
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<PAGE> 8
Authorization Form must indicate how he/she wishes to participate in the Plan.
The following options are available:
a. Full Dividend Reinvestment and Optional Cash Payments. Dividends
on all shares of Common Stock registered in the name of the shareowner are
reinvested, as are Dividends on all shares which are subsequently acquired
by the shareowner. Dividends on all shares held in the Participant's Plan
Account are also reinvested, and the Participant is eligible to make
Optional Cash Payments.
b. Partial Dividend Reinvestment and Optional Cash Payments.
Dividends on the number of shares of Common Stock specified by the
shareowner on the Authorization Form are reinvested. Dividends on all
shares held in the Participant's Plan Account are also reinvested, and the
Participant is eligible to make Optional Cash Payments.
c. Optional Cash Payments Only. The Company will continue to pay
Dividends to the shareowner on shares registered in the shareowner's name.
Any Optional Cash Payments received and Dividends on all shares held in the
Participant's Plan Account will be used to purchase shares of Common Stock
under the Plan.
Each customer may elect to participate by investing Optional Cash Payments.
Dividends on shares held in a Participant's Plan Account will be automatically
reinvested.
9. How are Optional Cash Payments made?
An Optional Cash Payment may be made during a Cash Acceptance Period by a
Participant who has enrolled in the Plan.
A Cash Acceptance Period is the 25-day period ending five days before the
Common Stock Dividend Payment Date, and only Optional Cash Payments submitted
during those 25 days will be invested in the Investment Period which commences
on the Common Stock Dividend Payment Date and continues for the following 30
days. No interest will be paid by the Company or the Broker on Optional Cash
Payments; therefore, the Company strongly recommends that Optional Cash Payments
be made in such a manner so as to reach the Company shortly before the fifth day
prior to the Common Stock Dividend Payment Date (see Question 12).
The same amount of money need not be sent in each payment and there is no
obligation to make Optional Cash Payments on a regular basis. An Optional Cash
Payment may not be less than $10 per payment and may not exceed a total of
$15,000 per quarter. Payments of less than $10, and all amounts in excess of a
total of $15,000 per quarter, will be returned to the Participant.
Funds submitted for investment must be checks, money orders or cash, in
United States currency, and must be funds available for immediate deposit during
the Cash Acceptance Period. Post-dated checks or second or third party checks
will be returned. Funds received before or after the Cash Acceptance Period or
otherwise not meeting these requirements will be returned.
A Participant may stop the investment of an Optional Cash Payment without
withdrawing from the Plan by notifying the Company in writing, provided that the
written communication is received by the Company not later than five days before
the Investment Period.
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10. How does a Participant change his/her method of participation?
A Participant may change his/her method of participation at any time by
completing a new Authorization Form and returning it to the Company or by
advising the Company in writing. The change will become effective at the next
Record Date.
PURCHASE PRICES -- INVESTMENT PERIOD -- SOURCE OF SHARES
11. What is the price of shares purchased under the Plan?
The price of shares of Common Stock purchased in the open market will be
the weighted average price (including brokerage commissions) paid by the Broker
to obtain them during the Investment Period.
The price of shares of Common Stock purchased directly from the Company
under the Plan will be the average of the reported high and low composite sales
prices of the Company's Common Stock as compiled by the Consolidated Tape
Association on the Common Stock Dividend Payment Date on which the Investment
Period commences. If, as set forth in Question 12, the Broker is unable to
purchase shares on the open market during the Investment Period and purchases
shares directly from the Company, the price will be determined as of the day of
the purchase. If high and low composite sales prices are not reported on that
date, the purchase price will be determined as of the last previous day on which
high and low composite sales prices were reported for the Company's Common
Stock.
Shares will be credited to Participants' Plan Accounts as of the last day
of the Investment Period, or as of such earlier date on which all purchases for
the Investment Period are completed, at a price per share equal to the weighted
average price per share (including any brokerage commissions) paid to obtain the
shares during that Investment Period.
12. When will funds be invested under the Plan?
The Investment Period for each quarter will begin on the Common Stock
Dividend Payment Date and will continue through the following 30 days. During
the Investment Period, the Company will invest Dividends paid on Common Stock
and Optional Cash Payments received by the Company during the Cash Acceptance
Period. The Company normally pays Dividends on its Common Stock on or about the
20th of February, May, August, and November.
When shares are purchased on the open market, the Broker will make the
purchases with funds paid or delivered to the Broker by the Company. Purchases
may be made by the Broker beginning on the Common Stock Dividend Payment Date
and will be completed during the following 30 days. If the Broker is unable to
purchase the shares on the open market during the Investment Period, then shares
will be purchased directly from the Company during the Investment Period.
13. How many shares will be purchased for a Participant during each
Investment Period?
The number of shares, including any fractional share, purchased will depend
on the Dividends earned on the shares the Participant has committed to the Plan,
including Dividends received on shares credited to the Participant's Plan
Account, the amount of Optional Cash Payments, if any, to be invested and the
price of the shares determined as provided in Question 11. Each Participant's
Plan Account will be credited with that number of shares, including fractions
computed to three decimal places, equal to the total amount to be
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<PAGE> 10
invested (less brokerage commissions) for that Participant divided by the
weighted average price per share paid to acquire shares for that Investment
Period.
A Plan Participant may not direct the Company to purchase a specific number
of shares for his/her Plan Account.
14. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will be either original issue or may be
purchased by the Broker on the open market. Subject to certain limitations, the
Broker has full discretion as to all matters relating to open market purchases,
including determination of the number of shares, if any, to be purchased on any
day or at any time of day, the price paid for such shares, the markets on which
such shares are purchased (including on any securities exchange, on the
over-the-counter market or in negotiated transactions) and the persons
(including other brokers and dealers) from or through whom such purchases are
made. The Broker, in its sole discretion, has the right to purchase original
issue stock directly from the Company even though the Company has indicated
market stock should be purchased if the Broker cannot make all necessary open
market purchases within the 30-day Investment Period.
WITHDRAWING SHARES -- TERMINATING PARTICIPATION
15. Can a Participant withdraw shares in his/her Plan Account without
terminating participation in the Plan?
Yes. Without terminating a Plan Account, a Participant may at any time
withdraw any number of whole shares held in the Participant's Plan Account by
written request to the Company. The form on the back of the Participant's
quarterly statement of account may be used for this purpose. The request must
indicate the number of whole shares to be withdrawn.
A certificate for shares withdrawn will be issued to the Participant
without charge. A certificate for fractional shares will not be issued under any
circumstances.
16. How and when may a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan by notifying the
Company in writing at any time. Upon written notification and request, whole
shares in the Participant's Plan Account will be withdrawn and issued in
certificate form as described in Question 15. A cash payment, less brokerage
commission, will be issued at the same time and mailed directly to the
Participant for any fractional share remaining in the account. To avoid the
issuance of odd-share certificates, if a Participant so desires, up to and
including 99 shares may be sold with any fractional share upon termination from
the Plan. The payment for any shares sold will be the average of the reported
high and low composite sales price of the Company's Common Stock on the day the
request for termination is processed by the Company (or, if no composite sales
prices are reported on such date, on the next preceding date such prices were
reported), less brokerage commissions and any transfer taxes.
If a Participant's request to terminate Plan participation is received by
the Company at least five days before the Common Stock Dividend Payment Date
(beginning of the Investment Period), an Optional Cash Payment, a Dividend or a
Plan share Dividend, all of which would otherwise be invested in that Investment
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Period, will be returned (Optional Cash Payment) or paid (Dividend and/or Plan
share Dividend) to the Participant. If a request to terminate Plan participation
is received by the Company after those specific five days or during the
Investment Period, the amounts scheduled to be invested will be invested, and
Plan participation will then be terminated after that investment has been
completed.
If a Participant dies, the Company should be notified in writing. If the
notification is received not later than five days before an Investment Period,
whole shares in the Participant's Plan Account will be withdrawn and issued in
certificate form. A cash payment, less brokerage commission, will be issued for
any fractional share remaining in the account. If the notification is received
after the five day period, the amounts scheduled to be invested will be
invested, and Plan participation will be terminated after that investment has
been completed.
17. May a Participant stop reinvesting the Dividends from his record shares
and receive them in cash and still remain in the Plan?
Yes. A Participant who terminates the reinvestment of Dividends paid on
shares registered in his/her name outside the Plan may leave shares acquired
through the Plan in the Participant's Plan Account. Dividends paid on shares
left in the Plan will continue to be automatically reinvested. The Participant
may also continue to make Optional Cash Payments.
18. When may a shareowner and/or customer re-enroll in the Plan?
Generally, a shareowner and/or customer may again become a Participant at
any time. However, the Company reserves the right to reject any Authorization
Form from a previous Participant on grounds of excessive enrolling and
termination. This reservation is intended to minimize administrative expense and
to encourage use of the Plan as a long-term investment service.
CERTIFICATES FOR SHARES -- ACCOUNT -- REPORTS
19. Will certificates be delivered to Participants for shares purchased?
Certificates for shares purchased under the Plan will not automatically be
delivered to Participants. The shares purchased for a Participant will be held
by the Company and will be credited to the Participant's Plan Account and shown
on the Participant's statement of account. This additional service protects
against loss, theft or destruction of stock certificates.
20. In whose name will accounts be maintained and certificates registered
when issued?
A Participant's Plan Account will be maintained in the name or names which
appear on the Company's shareowner records and/or in the customer name which is
shown on the Authorization Form.
A certificate for shares, when delivered to a Participant, will be
registered in the name or names in which the account is maintained. Upon written
request, certificates can be registered and issued in names other than the
account name, provided that the request bears the signature of the Participant
or Participants and the signature or signatures are guaranteed by a brokerage
firm or a financial institution that is a member of an eligible guarantor
institution pursuant to Regulation Section 240.17 Ad-15 under the Exchange Act.
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21. What reports and other information will be sent to Participants?
Each Participant will receive a Plan statement of account as soon as
practicable following the end of each Investment Period. These statements
provide a record of the cost of each Participant's purchases and should be
retained for tax purposes. Each Participant will also receive copies of any
amendments to the Plan and will receive the same communications as any other
shareowner, including annual reports, quarterly reports, notices of annual
meetings and proxy statements, and income tax information for reporting
Dividends paid.
OTHER INFORMATION
22. What happens when a Participant sells or transfers all of the shares
registered in his/her name?
If a Participant sells all shares of stock registered in his/her name, the
Company will, unless otherwise instructed by the Participant, continue to
reinvest the Dividends on the shares credited to his/her account under the Plan
as long as there is a balance. However, at the discretion of the Company, any
account holding less than one full share may be terminated. Payment for the
fractional share will be the average of the reported high and low composite
sales prices of the Company's Common Stock on the date payment is made and the
Participant's Plan Account is closed.
If a Participant transfers all shares of stock registered in his/her name
into a new registration, the Company will not automatically transfer the Plan
share balance to the new account. The Participant must contact the Company to
request the transfer of Plan shares.
23. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering?
Any shares distributed by the Company as a stock dividend on shares
(including fractional shares) credited to a Participant's Plan Account, or upon
any split of such shares, will be credited to the account. Stock dividends or
splits distributed on all other shares held by the Participant and registered in
the Participant's own name will be mailed directly to the Participant.
In a rights offering, the Company will receive rights attributable to whole
shares credited to a Participant's Plan Account. The Company will promptly sell
such rights on the open market, and each Participant's Plan Account will be
proportionately credited with the net proceeds of the sale, which will be
invested as an additional cash payment during the next Investment Period. If a
Participant wishes to exercise these rights, he/she must request that
certificates for Plan shares be issued in his/her name.
A rights offering referred to in this Question 23 is not related to the
Preferred Share Purchase Rights attached to the shares of Common Stock.
24. How will a Participant's shares be voted at meetings of shareowners?
Each Participant will receive a proxy card for whole shares credited to
his/her Plan Account combined with those common shares held in certificate form.
If the proxy is properly signed and marked for voting, the Company will vote the
shares held in the Participant's Plan Account and any shares of Common Stock of
record in accordance with the proxy for such shares.
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25. Can a Participant pledge shares credited to his/her Plan Account?
No. Shares in a Participant's Plan Account may not be pledged or otherwise
encumbered unless withdrawn from the account.
26. What is the responsibility of the Company under the Plan?
In administering the Plan, neither the Company nor the Broker nor any agent
of either of them will be liable for any act done in good faith, or for any
omission to act in good faith, including, without limitation, any claim of
liability arising out of failure to terminate the Participant's Plan Account
upon such Participant's death prior to the receipt of notice in writing of such
death.
Participants should recognize that neither the Company nor the Broker can
assure them of a profit or protect them against a loss on shares purchased by
them under the Plan.
If a Participant is unwilling to abide by the rules and provisions as set
forth in this Prospectus, the Company reserves the right to terminate his/her
Participation.
In order to comply with escheatment laws, the Company reserves the right to
terminate Participation when a Participant becomes "lost" or can no longer be
contacted by the Company. A certificate for whole shares in a "lost" Participant
Plan Account will be issued and the fractional share, less commission, will be
sold. The certificate and proceeds of the fractional share sale will be held by
the Company until either delivery can be effected to the Participant or
escheatment requirements must be met.
27. Who interprets and regulates the Plan?
The Board of Directors of the Company reserves the right to interpret and
regulate the Plan.
28. What provision is made for foreign Participants whose Dividends are
subject to income tax withholding?
In the case of those foreign Participants whose Dividends are subject to
United States income tax withholding, the Company will apply the net amount of
the Dividends to such foreign Participants, after the deduction of taxes, to the
purchase of shares of Common Stock.
Foreign Participants who elect to participate in the Plan through Optional
Cash Payments only will continue to receive Dividends on shares registered in
their names in the same manner as if they were not participating in the Plan.
Optional Cash Payments received from them must be in United States currency and
will be invested in the same manner as Optional Cash Payments from other
Participants.
29. What provision is made for Participants who have Federal Taxes withheld
under the Interest and Dividend Tax Compliance Act of 1983 (P.L. 98-67)
(relating to back up withholding)?
In the case of those Participants whose Dividends are subject to back up
withholding under the Interest and Dividend Tax Compliance Act of 1983,
Regulations 35a.3406-1, 35a.3406-2, 35a.9999-2, 35a.9999-3, 35a.9999-4 and
35a.9999-5, the Company will apply the net amount of the Dividends to such
Participants, after deduction of taxes, to the purchase of shares of Common
Stock.
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30. May the Plan be changed or terminated?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. It also
reserves the right to make modifications or amendments to the Plan. Any such
suspension, termination, modification or amendment will be announced to all
shareowners, whether participating or not participating in the Plan. If the Plan
should be terminated by the Company, any shares of Common Stock purchased under
the Plan which have not been allocated to Participants' Plan Accounts at the
termination date will be sold on the open market subject to any applicable
requirements of law affecting the timing and manner of sale of such Common
Stock.
* * * *
FEDERAL INCOME TAX CONSEQUENCES
The Federal income tax consequences to Participants are currently as
follows:
In the case of reinvested cash Dividends used to purchase shares on the
open market and to pay brokerage commissions, a Participant will be treated for
Federal income tax purposes as having received a distribution in an amount equal
to the cash Dividends used to purchase the shares and to pay the commissions.
The tax basis of the shares so purchased will be equal to the amount of such
dividend distribution.
In the case of reinvested cash Dividends used to purchase original issue
stock, a Participant will be treated for Federal income tax purposes as having
received a distribution in an amount equal to the fair market value on the
dividend payment date of the shares credited to the account. The tax basis of
the shares so purchased will be equal to the fair market value of such shares on
the dividend payment date.
A Participant who purchases shares with Optional Cash Payments will
recognize no taxable income upon such purchases. The tax basis of shares so
purchased will be the amount of the Optional Cash Payments.
Form 1099-DIV, which will be sent by the Company to each Participant
annually, will indicate the total amount of Dividends paid to the Participant.
A Participant does not realize any taxable income when such Participant
receives a certificate for whole shares credited to such Participant's account
under the Plan, either upon a request for certificates for certain of these
shares or upon termination of such Participant's participation or termination of
the Plan by the Company. However, gain or loss will be realized by the
Participant when whole shares are sold, either pursuant to the Participant's
request to sell shares held in the Plan when such Participant terminates
participation in the Plan or by such Participant after such termination. In
addition, a Participant who receives, upon termination of Plan participation or
termination of the Plan by the Company, a cash adjustment for a fraction of a
share credited to such Participant will realize a gain or loss with respect to
that fraction. The amount of any such gain or loss will be the difference
between the amount which the Participant receives for the shares or the
fractional share and the Participant's tax basis thereof.
The above Federal income tax discussion is based on the Federal income tax
law as in effect on the date hereof. Because tax consequences may differ among
Participants in the Plan, each Participant is advised to consult his or her own
tax advisor concerning the specific Federal, state and local tax questions
relating to participation in the Plan.
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USE OF PROCEEDS
To the extent that shares are purchased directly from the Company, the net
proceeds are expected to be used for the Company's ongoing construction program
including, but not limited to, the rebuilding and expansion of certain
hydroelectric facilities, for general corporate purposes, the possible purchase
of electric utility assets and service territory, the retirement of maturing
debt and the possible redemption or defeasance of certain debt or preferred
stock presently outstanding. To the extent that the proceeds from the sale of
the shares are not immediately so used, they may be temporarily invested in
short-term discounted or interest-bearing obligations. Unless shares of Common
Stock are purchased directly from the Company, the Company will receive no
proceeds from the offering of Common Stock through the Plan. The Company has no
basis for estimating either the number of shares of Common Stock that will
ultimately be sold pursuant to the Plan, the prices at which such shares will be
sold or the number of shares, if any, that will be purchased directly from the
Company.
LEGAL OPINIONS
The validity of the Plan and legality of the Common Stock and the attached
Preferred Share Purchase Rights issued thereunder will be passed upon for the
Company by Reid & Priest LLP, New York, New York and by Robert W. Stahman, Vice
President and General Counsel for the Company. Reid & Priest LLP will, for
matters governed by the laws of Idaho, rely upon the opinion of Mr. Stahman.
As of December 31, 1995, Mr. Stahman owned 12,313.652 shares of Company
Common Stock. Mr. Stahman is acquiring additional shares of Common Stock at
regular intervals through the Company Employee Stock Plans.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods
ended March 31, June 30, and September 30, 1995 and 1994, which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports, included in the Company's Quarterly Reports
on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995,
and incorporated by reference herein, they did not audit and they do not express
an opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP is
not subject to the liability provisions of Section 11 of the Securities Act of
1933 for their reports on the unaudited interim financial information because
those reports are not "reports" or a "part" of the registration statement
prepared or certified by an accountant within the meaning of Sections 7 and 11
of the Act.
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DESCRIPTION OF COMMON STOCK
GENERAL
The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $2.50 per share; 215,000 shares of 4% Preferred
Stock, par value $100 per share; 150,000 shares of Serial Preferred Stock, par
value $100 per share; and 3,000,000 shares of Serial Preferred Stock, without
par value (the foregoing preferred stocks collectively referred to as the
"Preferred Stocks"). The Preferred Stocks are issuable in series with such terms
and conditions as the Board of Directors of the Company may determine and as are
not inconsistent with the Restated Articles of Incorporation, as amended (the
"Charter").
The following is a summary of certain rights and privileges of the Common
Stock of the Company. The statements and description hereinafter contained do
not purport to be complete as they are intended only to outline such provisions
in general terms. Reference is made to the provisions of the Charter and the
By-laws (the "By-laws") of the Company and to the laws of the State of Idaho.
DIVIDEND RIGHTS
Subject to the prior rights of the Preferred Stocks (which rank pari passu
each with the other and which have cumulative rights), the Common Stock is
entitled to such dividends as the Board of Directors may determine.
LIQUIDATION RIGHTS
The Company's Preferred Stocks have preference over the Common Stock in any
distribution of net assets upon involuntary liquidation, until the full par
value (in the case of Preferred Stock having par value) or liquidation
preference (in the case of Preferred Stock without par value) and any
accumulated unpaid dividends shall have been paid. Upon voluntary liquidation,
the Preferred Stocks have preference over the Common Stock in any distribution
of net assets until the full par value (in the case of the 4% Preferred Stock)
or the liquidation preference (in the case of the Serial Preferred Stock, $100
par value, and the Serial Preferred Stock, without par value) and any
accumulated unpaid dividends shall have been paid.
VOTING RIGHTS
Except as otherwise specified below, each share of the 4% Preferred Stock
is entitled to 20 votes and the Serial Preferred Stock, $100 par value, and the
Serial Preferred Stock, without par value, are entitled to those voting rights,
if any, accorded by the Board of Directors. The currently issued and outstanding
7.68% Series, Serial Preferred Stock, $100 par value, is entitled to one vote
per share. The currently issued and outstanding 8.375% Series, Serial Preferred
Stock, without par value, the Flexible Auction Series A, Serial Preferred Stock,
without par value, and the 7.07% Series, Serial Preferred Stock, without par
value, were not given voting rights by the Board of Directors. The Common Stock
has one vote per share.
Shareowners do not have the right to cumulate votes in the election of
directors.
If dividends on the 4% Preferred Stock have been accumulated and unpaid in
an amount equivalent to or exceeding four quarterly dividends, the holders
thereof are entitled thereafter at each succeeding annual
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meeting of shareowners to elect the smallest number of directors necessary to
constitute a majority of the Board of Directors, with the remaining directors
(subject to the rights of the holders of the Serial Preferred Stock, without par
value, specified below) to be elected as usual by the holders of shares of the
voting stock of the Company without distinction as to class, until such
accumulated and unpaid dividends shall have been eliminated.
If dividends on the Serial Preferred Stock, without par value, shall have
been accumulated and unpaid in an amount equivalent to or exceeding six
quarterly dividends, the holders thereof are entitled thereafter at each
succeeding annual meeting of shareowners at which a majority of such holders are
represented to elect two directors from among those directors who would
otherwise be elected by the holders of shares of the voting stock of the Company
without distinction as to class, with the remaining directors (subject to the
rights of the holders of the 4% Preferred Stock discussed in the preceding
paragraph) to be elected as usual by the holders of shares of the voting stock
of the Company without distinction as to class, until all such accumulated and
unpaid dividends shall have been eliminated.
Under the Charter and applicable Idaho statutes, the Preferred Stocks may
also have special voting rights with respect to certain matters including, but
not limited to, approving certain mergers, amending the terms of the Preferred
Stocks, creating new stock ranking prior to or on a parity with the Preferred
Stocks, or, under certain circumstances, issuing additional Preferred Stocks.
Pursuant to the Charter and the By-laws, the Board of Directors is divided
into three classes, each with, as nearly as possible, an equal number of
directors serving staggered three-year terms. The Board may fix the number of
directors within a range of nine to fifteen, and the size of the Board may be
increased or decreased beyond these limits only by an amendment to the Charter.
At a special meeting of shareowners called expressly for that purpose, directors
may be removed from office by a two-thirds vote of shareowners entitled to vote
where cause exists, and by a unanimous vote of shareowners entitled to vote
where such cause does not exist. A special meeting of shareowners may be called
only by the Chairman of the Board of Directors, the President, a majority of the
Board of Directors, or the holders of not less than four-fifths of the shares
entitled to vote at the meeting. The provisions of the Charter described in this
paragraph, and the By-law provision dealing with the calling of special
meetings, may be amended only by the affirmative vote of at least four-fifths of
the total voting power of the Company, provided that such four-fifths vote shall
not be required for an amendment recommended by two-thirds of the Continuing
Directors (as defined in the Charter).
The affirmative vote of 80% of the shareowners entitled to vote is required
to effect certain mergers or other transactions involving a shareowner who is
the direct or indirect beneficial holder of 10% or more of the Company's
outstanding voting stock ("Business Combinations"). Any Business Combination
will also require that certain "fair price" requirements set forth in the
Charter be met. Neither the 80% shareowner vote nor "fair price" will be
required for any Business Combination which has been approved by two-thirds of
the Continuing Directors (as defined in the Charter). This provision of the
Charter may be amended only by the affirmative vote of at least four-fifths of
the total voting power of the Company. See "Description of Preferred Share
Purchase Rights" below.
Although the provisions of the Company's Charter and By-laws dealing with
directors and Business Combinations are intended to encourage potential
acquiring persons to negotiate with the Board of Directors and to provide for
continuity and stability of management, the combination of these provisions may
have an
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anti-takeover effect. By making it more time consuming for a substantial
shareowner to gain control of the Board, such provisions render more difficult,
and thus may discourage, a proxy contest or the assumption of control of the
Company or the removal of the incumbent Board.
ISSUANCE OF PREFERRED STOCK
So long as any shares of the 4% Preferred Stock shall remain outstanding,
no shares of the 4% Preferred Stock, or of any class of stock having relative
rights and preferences equal or superior to the relative rights and preferences
of the 4% Preferred Stock, with respect to the payment of dividends or the
distribution of assets in liquidation shall be issued without the affirmative
vote of the holders of a majority of the then outstanding shares of the 4%
Preferred Stock, unless the gross income of the Company for a period of twelve
consecutive calendar months within the fifteen calendar months immediately
preceding such issuance, determined in accordance with generally accepted
accounting practices (but in any event after deducting all taxes and
depreciation) shall equal or exceed one and one-half (1 1/2) (as a result of the
waiver resolution effective as of May 1, 1991 until December 31, 2000) times the
sum of the Company's annual interest and preferred dividend requirements,
including the shares to be issued; provided that there shall be excluded from
the foregoing computation interest charges on all indebtedness and dividends on
all shares of the 4% Preferred Stock, or any other class of stock of the Company
having relative rights and preferences equal or superior to the aforesaid
relative rights and preferences of the 4% Preferred Stock, which are to be
retired in connection with the issue of such additional shares; and provided
further, that in any case where such additional shares of the 4% Preferred
Stock, or any other class of stock on the Company having relative rights and
preferences equal or superior to the aforesaid relative rights and preferences
of the 4% Preferred Stock, are to be issued in connection with the acquisition
of additional public utility property, the gross income of the property to be so
acquired, computed on the same basis as the gross income of the Company, may be
included on a pro forma basis in making the foregoing computation.
So long as any shares of the Serial Preferred Stock, $100 par value, shall
remain outstanding, no shares of the Serial Preferred Stock, $100 par value, or
of any class of stock having relative rights and preferences equal or superior
to the relative rights and preferences of the Serial Preferred Stock, $100 par
value, with respect to the payment of dividends or the distribution of assets in
liquidation shall be issued without the affirmative vote of the holders of a
majority of the then outstanding shares of the Serial Preferred Stock, $100 par
value, other than to refinance an equal par amount or stated value of shares of
the Serial Preferred Stock, $100 par value, and any other class of stock having
relative rights and preferences equal or superior to the aforesaid relative
rights and preferences of the Serial Preferred Stock, $100 par value, unless the
gross income of the Company for a period of twelve consecutive calendar months
within the fifteen calendar months immediately preceding such issuance,
determined in accordance with generally accepted accounting practices (but in
any event after deducting all taxes and depreciation) shall equal or exceed one
and one-half (1 1/2) times the sum of the Company's annual interest and
preferred dividend requirements, including the shares to be issued; provided
that there shall be excluded from the foregoing computation interest charges on
all indebtedness and dividends on all shares of the Serial Preferred Stock, $100
par value, or any other class of stock of the Company having relative rights and
preferences equal or superior to the aforesaid relative rights and preferences
of the Serial Preferred Stock, $100 par value, which are to be retired in
connection with the issue of such additional shares; and provided further, that
in any case where such additional shares of the Serial Preferred Stock, $100 par
value, or any other class of stock of the Company having relative rights and
preferences equal or superior to
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the aforesaid relative rights and preferences of the Serial Preferred Stock,
$100 par value, are to be issued in connection with the acquisition of
additional public utility property, the gross income of the property to be so
acquired, computed on the same basis as the gross income of the Company, may be
included on a pro forma basis in making the foregoing computation.
OTHER PROVISIONS
The Common Stock will not be liable for further calls or assessment, does
not have any redemption, conversion, preemptive or subscription rights and will
be listed on the New York and Pacific Stock Exchanges.
MISCELLANEOUS
The Transfer Agents for the Company's Common Stock are Idaho Power Company,
Boise, Idaho and The Bank of New York, New York.
The Registrars for the Company's Common Stock are The Bank of New York, New
York and First Security Bank of Idaho, N.A., Boise, Idaho.
DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS
The Company has adopted a shareowner rights plan pursuant to which holders
of Common Stock outstanding on January 29, 1990 or issued thereafter have been
granted one preferred share purchase right (a "Right") on each outstanding share
of Common Stock of the Company. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of January 11, 1990 (the "Rights
Agreement"), between the Company and First Chicago Trust Company of New York,
the Rights Agent appointed by the Company (The Bank of New York, successor
Rights Agent). The statements and description hereinafter contained do not
purport to be complete as they are intended only to outline such provisions in
general terms. Capitalized terms used in the following description have the
meanings set forth in the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Company's Voting Shares since until
such time the Rights may be redeemed as hereinafter described.
Each Right, initially evidenced by and traded with the shares of Common
Stock, entitles the shareowner to purchase one one-hundredth of a share of the A
Series of the Company's Serial Preferred Stock, without par value, having the
rights and preferences described in the Rights Agreement, at an exercise price
of $85.00, subject to certain adjustments and subject to regulatory approval and
the requirements for issuance described under the subheading "Issuance of
Preferred Stock" above. Each whole share of the A Series, Serial Preferred
Stock, without par value, entitles the holder thereof to 100 votes on all
matters submitted to a vote of shareowners. The Rights will be exercisable only
if a person or group acquires 20% or more of the Company's Voting Shares or
announces a tender offer, the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of the Company's Voting
Shares.
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If any person or group acquires 20% or more of the outstanding Voting
Shares of the Company, each Right will entitle its holder (other than such
person or members of such group), subject to regulatory approval, to purchase
that number of shares of Common Stock and/or at the election of the Company one
one-hundredths of a share of Serial Preferred Stock, without par value, having a
market value of twice the Right's exercise price subject, in the case of Serial
Preferred Stock, to the requirements for issuance described under the subheading
"Issuance of Preferred Stock" above. In addition, after any person or group has
acquired 20% or more of the outstanding Voting Shares of the Company, the
Company may not consolidate or merge with, or sell 50% or more of its assets or
earning power to, any person or group, or engage in certain "self-dealing"
transactions with any person or group owning 20% or more of the outstanding
Voting Shares of the Company, unless proper provision is made so that each Right
would thereafter entitle its holder to purchase that number of the acquiring
company's common shares having a market value at that time of twice the Right's
then current exercise price.
At any time after a person or group acquires more than 20% but less than
50% of the outstanding Voting Shares of the Company, the Board of Directors of
the Company may, subject to any necessary regulatory approval, require each
outstanding Right (other than Rights owned by such acquiring person, which will
have become void) to be exchanged for one share of Common Stock or cash,
securities or other assets having a value equal to the market value of one share
of Common Stock.
The Rights may be redeemed, at a redemption price of $.01 per Right, by the
Board of Directors of the Company at any time until any person or group has
acquired 20% or more of the Company's Voting Shares. Under certain
circumstances, the decision to redeem the Rights will require the concurrence of
a majority of the Continuing Directors. The Rights will expire on January 11,
2000 unless earlier exercised or redeemed.
CERTAIN IDAHO STATUTORY PROVISIONS
The Company is subject to the Idaho Control Share Acquisition Act (the
"CSAA"), which is designed to protect minority shareowners in the event that a
person acquires or proposes to acquire, directly or indirectly, by tender offer
or otherwise, shares giving it at least 20%, at least 33 1/3%, or more than 50%
of the voting power in the election of directors (such an acquisition, a
"Control Share Acquisition"). The CSAA is applicable to a publicly held Idaho
corporation which has at least 50 shareowners, such as the Company, unless a
provision in its by-laws or articles of incorporation, adopted in accordance
with the CSAA, makes an express election not to be subject to such chapter.
There is no such provision in the Company's By-laws or Charter.
Under the CSAA, a person acquiring a Control Share Acquisition is required
to deliver to the corporation an information statement disclosing, among other
things, the identity of the person, the terms of the acquisition or proposed
acquisition, and the financing thereof. An acquiring person will not be able to
vote those shares acquired in a Control Share Acquisition that exceed one of the
cited thresholds (such shares, "Control Shares") unless a resolution approved by
66 2/3% of the voting power of all shares entitled to vote thereon (excluding
shares with respect to which voting power can be exercised by the acquiring
person or an officer or director of the corporation) approves of such voting
power. At the request of the acquiring person, such a resolution must be put
forth before shareowners at a special meeting held within 55 days after receipt
of the information statement, provided that the acquiring person undertakes to
pay the costs of such special meeting and has delivered to the corporation
copies of definitive financing agreements with responsible entities
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for any required financing of the Control Share Acquisition. If an information
statement has not been delivered to the corporation by the 10th day after a
Control Share Acquisition, or the shareowners of the corporation have voted not
to accord voting rights to the Control Shares, the corporation may redeem all
(but not less than all) of the Control Shares at their fair market value. Shares
that are not accorded voting rights pursuant to the CSAA regain their voting
rights when acquired by another person in an acquisition that is not subject to
the CSAA.
The Company is also subject to the Idaho Business Combination Act (the
"BCA"), which prohibits a corporation from engaging in certain business
combinations with an "interested shareowner" for a period of three years after
the date of the transaction in which the person became an interested shareowner,
unless, among other things, (i) the corporation's by-laws or articles of
incorporation include a provision that was adopted in accordance with the BCA
and that expressly provides that the corporation is not subject to the statute
(the Company has not made such an election), or (ii) a committee of the
corporation's board of directors approves of the business combination or the
acquisition of the shares before the date such shares were acquired. After the
three year moratorium period, the corporation may not consummate a business
combination unless, among other things, it is approved by the affirmative vote
of the holders of at least two-thirds of the outstanding shares entitled to vote
(other than those beneficially owned by the interested shareowner or an
affiliate or associate thereof) or the business combination meets certain
minimum price and form of payment requirements. An interested shareowner is
defined to include, with certain exceptions, any person who is the beneficial
owner of 10% or more of the voting power of the outstanding voting shares of the
corporation. Business combinations subject to the BCA include certain mergers,
consolidations, recapitalizations and reverse share splits.
The application of the CSAA and the BCA may have the effect of delaying,
deferring or preventing a change of control of the Company.
20
<PAGE> 22
======================================================
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Statement of Available Information.... 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Summary of Major Plan Terms........... 3
The Plan.............................. 4
Definitions......................... 4
Purpose and Advantages of the
Plan............................. 5
Eligibility......................... 5
Administration and Agent............ 6
Procedure for
Enrolling -- Authorization
Form............................. 6
Purchase Prices -- Investment
Period -- Source of Shares....... 8
Withdrawing Shares -- Terminating
Participation.................... 9
Certificates for
Shares -- Account -- Reports..... 10
Other Information................... 11
Federal Income Tax Consequences....... 13
Use of Proceeds....................... 14
Legal Opinions........................ 14
Experts............................... 14
Description of Common Stock........... 15
</TABLE>
======================================================
================================================================================
IDAHO POWER
COMPANY
------------------------
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
------------------------
COMMON STOCK
($2.50 PAR VALUE)
---------------------------
PROSPECTUS
---------------------------
================================================================================
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
<TABLE>
<S> <C>
Registration fees.................................................. $15,388
Accountants' fees.................................................. 2,000
Printing costs*.................................................... 4,000
Legal fees*........................................................ 15,000
Stock Exchange listing fees*....................................... 10,000
Blue Sky fees and expenses*........................................ 2,500
Other*............................................................. 7,112
-------
Total.................................................... $56,000
</TABLE>
- ---------------
*Estimated
ITEM 15. 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 arising
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, 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 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT FILE NUMBER AS EXHIBIT
- -------------- --------------- ----------
<S> <C> <C> <C> <C>
*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 Shareowners on May 1,
1991.
*4(c) 33-00440 4(a)(xiv) -- By-laws of the Company amended on June 30, 1989
and presently in effect.
</TABLE>
II-1
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT FILE NUMBER AS EXHIBIT
------- ----------- ----------
<S> <C> <C> <C>
*4(d)(i) 2-3413 B-2 -- Mortgage and Deed of Trust, dated as of October
1, 1937, between the Company and Bankers Trust
Company and R. G. Page, as Trustees.
*4(d)(ii) -- Supplemental Indentures to Mortgage and Deed of
Trust:
</TABLE>
<TABLE>
<CAPTION>
NUMBER DATED
------ -----
<S> <C> <C> <C> <C>
1-MD B-2-a First July 1, 1939
2-5395 7-a-3 Second November 15, 1943
2-7237 7-a-4 Third February 1, 1947
2-7502 7-a-5 Fourth May 1, 1948
2-8398 7-a-6 Fifth November 1, 1949
2-8973 7-a-7 Sixth October 1, 1951
2-12941 2-C-8 Seventh January 1, 1957
2-13688 4-J Eighth July 15, 1957
2-13689 4-K Ninth November 15, 1957
2-14245 4-L Tenth April 1, 1958
2-14366 2-L Eleventh October 15, 1958
2-14935 4-N Twelfth May 15, 1959
2-18976 4-O Thirteenth November 15, 1960
2-18977 4-Q Fourteenth November 1, 1961
2-22988 4-B-16 Fifteenth September 15, 1964
2-24578 4-B-17 Sixteenth April 1, 1966
2-25479 4-B-18 Seventeenth October 1, 1966
2-45260 2(c) Eighteenth September 1, 1972
2-49854 2(c) Nineteenth January 15, 1974
2-51722 2(c)(i) Twentieth August 1, 1974
2-51722 2(c)(ii) Twenty-first October 15, 1974
2-57374 2(c) Twenty-second November 15, 1976
2-62035 2(c) Twenty-third August 15, 1978
33-34222 4(d)(iii) Twenty-fourth September 1, 1979
33-34222 4(d)(iv) Twenty-fifth November 1, 1981
33-34222 4(d)(v) Twenty-sixth May 1, 1982
33-34222 4(d)(vi) Twenty-seventh May 1, 1986
33-00440 4(c)(iv) Twenty-eighth June 30, 1989
33-34222 4(d)(vii) Twenty-ninth January 1, 1990
33-65720 4(d)(iii) Thirtieth January 1, 1991
33-65720 4(d)(iv) Thirty-first August 15, 1991
33-65720 4(d)(v) Thirty-second March 15, 1992
33-65720 4(d)(vi) Thirty-third April 1, 1993
1-3198 4 Thirty-fourth December 1, 1993
Form 8-K
Dated 12/17/93
</TABLE>
II-2
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT FILE NUMBER AS EXHIBIT
- -------------- --------------- ----------
<S> <C> <C> <C> <C>
*4(e) 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).
*4(f) 33-65720 4(f) -- Agreement to furnish certain debt instruments.
5(a) -- Opinion and Consent of Robert W. Stahman.
5(b) and 8 -- Opinion and Consent of Reid & Priest LLP.
15 -- Letter from Deloitte & Touche LLP regarding
unaudited interim financial information.
23 -- Consent of Deloitte & Touche LLP.
24 -- Power of Attorney (contained on signature page).
</TABLE>
- ---------------
*Previously Filed and Incorporated Herein by Reference.
ITEM 17. 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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 therein, 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.
(4) 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 that is
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 the time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE> 26
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 foregoing provisions, or otherwise (other than
insurance), the registrant has been advised that in the opinion of the
Securities and Exchange 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 questions 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.
II-4
<PAGE> 27
POWER OF ATTORNEY
Each person 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 Commission, any and all amendments, including
post-effective amendments, to the 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 hereby confers like authority to sign and file in its
behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 9th day of January,
1996.
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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- ----------------
<S> <C> <C>
/s/ JOSEPH W. MARSHALL Chairman of the Board and Chief January 9, 1996
- ------------------------------------- Executive Officer
(Joseph W. Marshall)
/s/ LARRY R. GUNNOE President, Chief Operating Officer January 9, 1996
- ------------------------------------- and Director
(Larry R. Gunnoe)
/s/ J. LAMONT KEEN Vice President and Chief January 9, 1996
- ------------------------------------- Financial Officer (Principal
(J. LaMont Keen) Financial Officer)
/s/ HAROLD J. HOCHHALTER Controller (Principal Accounting January 9, 1996
- ------------------------------------- Officer)
(Harold J. Hochhalter)
/s/ ROBERT D. BOLINDER Director January 9, 1996
- -------------------------------------
(Robert D. Bolinder)
/s/ ROGER L. BREEZLEY Director January 9, 1996
- -------------------------------------
(Roger L. Breezley)
</TABLE>
II-5
<PAGE> 28
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ---------------------------------- ----------------
<S> <C> <C>
/s/ JOHN B. CARLEY Director January 9, 1996
- -------------------------------------
(John B. Carley)
/s/ PETER T. JOHNSON Director January 9, 1996
- -------------------------------------
(Peter T. Johnson)
/s/ JACK K. LEMLEY Director January 9, 1996
- -------------------------------------
(Jack K. Lemley)
/s/ EVELYN LOVELESS Director January 9, 1996
- -------------------------------------
(Evelyn Loveless)
/s/ JON H. MILLER Director January 9, 1996
- -------------------------------------
(Jon H. Miller)
/s/ PETER S. O'NEILL Director January 9, 1996
- -------------------------------------
(Peter S. O'Neill)
/s/ GENE C. ROSE Director January 9, 1996
- -------------------------------------
(Gene C. Rose)
/s/ PHIL SOULEN Director January 9, 1996
- -------------------------------------
(Phil Soulen)
</TABLE>
II-6
<PAGE> 29
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT FILE NUMBER AS EXHIBIT
------- ----------- ----------
<S> <C> <C> <C>
*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 Shareowners on May 1,
1991.
*4(c) 33-00440 4(a)(xiv) -- By-laws of the Company amended on June 30, 1989
and presently in effect.
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT FILE NUMBER AS EXHIBIT
------- ----------- ----------
<S> <C> <C> <C>
*4(d)(i) 2-3413 B-2 -- Mortgage and Deed of Trust, dated as of October
1, 1937, between the Company and Bankers Trust
Company and R. G. Page, as Trustees.
*4(d)(ii) -- Supplemental Indentures to Mortgage and Deed of
Trust:
</TABLE>
<TABLE>
<CAPTION>
NUMBER DATED
------ -----
<S> <C> <C> <C> <C>
1-MD B-2-a First July 1, 1939
2-5395 7-a-3 Second November 15, 1943
2-7237 7-a-4 Third February 1, 1947
2-7502 7-a-5 Fourth May 1, 1948
2-8398 7-a-6 Fifth November 1, 1949
2-8973 7-a-7 Sixth October 1, 1951
2-12941 2-C-8 Seventh January 1, 1957
2-13688 4-J Eighth July 15, 1957
2-13689 4-K Ninth November 15, 1957
2-14245 4-L Tenth April 1, 1958
2-14366 2-L Eleventh October 15, 1958
2-14935 4-N Twelfth May 15, 1959
2-18976 4-O Thirteenth November 15, 1960
2-18977 4-Q Fourteenth November 1, 1961
2-22988 4-B-16 Fifteenth September 15, 1964
2-24578 4-B-17 Sixteenth April 1, 1966
2-25479 4-B-18 Seventeenth October 1, 1966
2-45260 2(c) Eighteenth September 1, 1972
2-49854 2(c) Nineteenth January 15, 1974
2-51722 2(c)(i) Twentieth August 1, 1974
2-51722 2(c)(ii) Twenty-first October 15, 1974
2-57374 2(c) Twenty-second November 15, 1976
2-62035 2(c) Twenty-third August 15, 1978
33-34222 4(d)(iii) Twenty-fourth September 1, 1979
33-34222 4(d)(iv) Twenty-fifth November 1, 1981
33-34222 4(d)(v) Twenty-sixth May 1, 1982
33-34222 4(d)(vi) Twenty-seventh May 1, 1986
33-00440 4(c)(iv) Twenty-eighth June 30, 1989
33-34222 4(d)(vii) Twenty-ninth January 1, 1990
33-65720 4(d)(iii) Thirtieth January 1, 1991
33-65720 4(d)(iv) Thirty-first August 15, 1991
33-65720 4(d)(v) Thirty-second March 15, 1992
33-65720 4(d)(vi) Thirty-third April 1, 1993
1-3198 4 Thirty-fourth December 1, 1993
Form 8-K
Dated 12/17/93
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
EXHIBIT FILE NUMBER AS EXHIBIT
------- ----------- ----------
<S> <C> <C> <C>
*4(e) 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).
*4(f) 33-65720 4(f) -- Agreement to furnish certain debt instruments.
5(a) -- Opinion and Consent of Robert W Stahman.
5(b) and 8 -- Opinion and Consent of Reid & Priest LLP.
15 -- Letter from Deloitte & Touche LLP regarding
unaudited interim financial information.
23 -- Consent of Deloitte & Touche LLP.
24 -- Power of Attorney (contained on signature page).
</TABLE>
- ---------------
*Previously Filed and Incorporated Herein by Reference.
<PAGE> 1
EXHIBIT 5(a)
January 9, 1996
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702
Dear Sirs:
With respect to the Registration Statement on Form S-3 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 Dividend Reinvestment and Stock
Purchase Plan (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-3 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;
<PAGE> 2
Idaho Power Company -2- January 9, 1996
(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
<PAGE> 3
Idaho Power Company -3- January 9, 1996
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
constituting a part thereof.
Very truly yours,
Robert W. Stahman
<PAGE> 1
EXHIBIT 5(b) AND 8
New York, New York
January 9, 1996
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702
Dear Sirs:
With respect to the Registration Statement on Form S-3 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 Dividend Reinvestment and Stock
Purchase Plan (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-3 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
<PAGE> 2
Idaho Power Company -2- January 9, 1996
(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 statements made in the Registration Statement under the heading
"Federal Income Tax Consequences" constitute an accurate description of certain
Federal income tax consequences to participants in the Plan.
(3) 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
<PAGE> 3
Idaho Power Company -3- January 9, 1996
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
constituting a part thereof.
Very truly yours,
REID & PRIEST LLP
<PAGE> 1
EXHIBIT 15
January 9, 1996
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, 1995 and 1994, June 30, 1995 and 1994, and September 30, 1995
and 1994, as indicated in our reports dated May 5, 1995, July 31, 1995, and
October 31, 1995, respectively; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were included in
your Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June
30, 1995, and September 30, 1995, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
IDAHO POWER COMPANY:
We consent to the incorporation by reference in this Registration Statement
of Idaho Power Company on Form S-3 of our report dated January 31, 1995
appearing in the Annual Report on Form 10-K of Idaho Power Company for the year
ended December 31, 1994 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
January 9, 1996
Portland, Oregon
