Rule 424(b)(5)
Reg. No. 333-33124
PROSPECTUS SUPPLEMENT
to Prospectus Dated March 31, 2000
$200,000,000
Idaho Power Company
First Mortgage Bonds,
Secured Medium-Term Notes, Series C
This prospectus supplement may be used to offer and sell the notes only if
accompanied by the accompanying prospectus.
Idaho Power Company may use this prospectus supplement to offer from time to
time its first mortgage bonds, secured medium- term notes, series C.
Terms of Sale
The following terms may apply to the notes which we may sell at one or more
times. We will include final terms for each note you purchase in a pricing
supplement.
o Mature 9 months to 40 years from date of issue
o Fixed interest rate
o Interest payable on April 1 and October 1
o Held in book-entry form by DTC
o Settlement in immediately available funds
o May be subject to mandatory redemption or redemption at our option
o Minimum denominations of $1,000 increased in multiples of $1,000
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or determined that this
prospectus supplement or the accompanying prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
We may sell the notes directly or indirectly through one or more agents or
dealers, including the agents listed below. The agents are not required to sell
any specified number or amount of notes. The agents will use their reasonable
best efforts to sell the notes offered.
We will receive between $198,500,000 and $199,750,000 of the proceeds from the
sale of the notes, after paying the agents' commissions of between $250,000 and
$1,500,000.
ABN AMRO Incorporated
Goldman, Sachs & Co.
U.S. Bancorp Piper Jaffray Inc.
Prospectus Supplement dated November 21, 2000
<PAGE>
TABLE OF CONTENTS
Page
Prospectus Supplement
Description of the Notes. . . . . . . . . . . . . . . . . . . . . . . . . S-2
Supplemental Plan of Distribution. . . . . . . . . . . . . . . . . . . . . S-5
Prospectus
About Idaho Power Company....................................................2
Forward-Looking Information..................................................2
Description of the First Mortgage Bonds......................................3
Description of the New Preferred Stock.......................................8
Description of Debt Securities..............................................11
Ratios of Earnings to Fixed Charges
and Ratios of Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements.....................................18
Use of Proceeds.............................................................18
Plan of Distribution........................................................18
Where You Can Find More Information.........................................19
Information Incorporated by Reference.......................................20
Legal Opinions..............................................................20
Experts.....................................................................21
<PAGE>
DESCRIPTION OF THE NOTES
General
You should read the following information, which summarizes certain terms
of the notes, in conjunction with the statements under "Description of the First
Mortgage Bonds" in the accompanying prospectus. We are issuing these notes as
part of a series of first mortgage bonds under our Indenture of Mortgage and
Deed of Trust, dated as of October 1, 1937, as amended and supplemented. Please
also refer to the indenture, which was filed as an exhibit to the registration
statement of which this prospectus supplement forms a part.
We may offer the notes on a continuing basis. For each note we offer and
sell, we will prepare a pricing supplement to the prospectus. The pricing
supplement will include the specific terms of the note to which it relates and
may include modifications of or additions to the more general terms described in
the prospectus.
The pricing supplement relating to a note will contain the following
important information:
o purchase price of the notes, which may be a percentage of the aggregate
principal amount
o issue date
o maturity date
o interest rate
o interest accrual date
o redemption provisions, if any
o other terms not inconsistent with the indenture
The following information applies to the notes that we are offering, unless
we specify otherwise in the pricing supplement.
Except as we discuss below, we will issue each note in book-entry form and
not certificated form. The depositary for book-entry notes will initially be The
Depository Trust Company.
You can buy the notes in denominations of $1,000 or any larger amount
equally divisible by $1,000. The notes will mature from nine months to 40 years
from the date of issue.
Unless we specify otherwise in a pricing supplement and make additional
related disclosure, we will not offer the notes to United States alien holders.
You are a United States alien holder if you are, for United States federal
income tax purposes:
o a nonresident alien individual
o a foreign corporation
o a foreign partnership or
o an estate or trust that in either case is not subject to United States
federal income tax on a net income basis on income or gain from a
note.
S-2
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Interest and Payment on the Notes
Each note will bear interest at a fixed rate stated on the face of the
note. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. We will make interest payments to noteholders on April 1 and October 1
of each year, or on the interest payment dates specified in the pricing
supplement, and at maturity or upon earlier redemption.
If any interest payment date, redemption date or maturity date does not
fall upon a business day, we will make the payment on the next business day. A
business day is any day, other than a Saturday or Sunday, on which banks in The
City of New York are not required or authorized by law to close. If we pay or
provide for payment on the next business day, no interest will accrue on those
amounts for the period from and after the interest payment date, redemption date
or maturity date, as the case may be, to the next business day.
We will make payments of principal, premium, if any, and interest in
respect of the notes in immediately available funds. We will make payments on
book-entry notes to The Depository Trust Company.
The record date for the April 1 payment will be March 15, and the record
date for the October 1 payment will be September 15. If we change the interest
payment dates, we will indicate in the pricing supplement the new record dates.
In order to receive interest payments on a note, you must hold the note on the
applicable record date, whether or not the record date is a business day. We
will begin paying interest on the first interest payment date after the notes
have been issued, provided that the notes are issued before the applicable
record date.
Redemption of the Notes
The notes may be subject to redemption, either mandatory or at our option,
before they mature. The pricing supplement will indicate whether or not a note
is subject to redemption and the terms of redemption, if any. If we decide to
redeem the notes, you will receive at least 30 days' notice.
Book-Entry System
We will issue each note in book-entry form, and the following provisions
will apply to all book-entry notes:
The Depository Trust Company (DTC), New York, NY, will act as securities
depositary for the notes.
We will issue the notes as fully-registered securities registered in the
name of Cede & Co., which is DTC's partnership nominee, or such other name as
DTC may request. We will issue one fully-registered security for each issue of
the notes, each in the aggregate principal amount of the issue, and we will
deposit the certificate with DTC. We and the trustee will treat Cede & Co. as
the absolute owner of the notes for all purposes.
S-3
<PAGE>
Only direct participants may make purchases of notes under DTC's system.
Upon a participant's purchase, DTC will enter a credit for the notes in its
records. The ownership interest of each actual purchaser, the beneficial owner,
is in turn recorded on the participant's records. Beneficial owners will not
receive written confirmation from DTC of their purchase, but the participant
through which the beneficial owner entered into the transaction is expected to
send the beneficial owners written confirmation providing details of the
transaction, as well as periodic statements of their holdings. Each participant
will record transfers of ownership interests in the notes by making an entry on
the participant's books. Beneficial owners will not receive certificates
representing their ownership interests in the notes, except in the event that
use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all notes deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co., or such other
name as DTC may request. The deposit of notes with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the notes. DTC's records reflect
only the identity of the direct participants to whose accounts the notes are
credited, which may or may not be the beneficial owners. The participants remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.
We will send redemption notices to DTC. If we are redeeming less than all
of the notes, DTC's practice is to determine by lot the amount of the interest
of each direct participant in the issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to notes.
Under its usual procedures, DTC will mail an omnibus proxy as soon as possible
after the record date. The omnibus proxy assigns Cede & Co.'s consenting or
voting rights to those direct participants to whose accounts the notes are
credited on the record date, identified in a listing attached to the omnibus
proxy.
The paying agent will make principal and interest payments on the notes to
Cede & Co. or such other nominee as DTC may request. DTC's practice is to credit
direct participants' accounts upon DTC's receipt of funds and corresponding
detail information from us or our agent on the payable date in accordance with
their respective holdings shown on DTC's records. Payments by participants to
beneficial owners will be governed by standing instructions and customary
practices as is the case with securities held for the accounts of customers in
bearer form or registered in street name. Payment by participants to beneficial
owners is the responsibility of the participants and not DTC, any agents or us,
subject to any statutory or regulatory requirements in effect. Payment of
principal and interest to Cede & Co. is our responsibility or the responsibility
of our paying agents. Disbursement of these payments to direct participants is
the responsibility of DTC, and disbursement of these payments to the beneficial
owners is the responsibility of participants.
DTC may discontinue providing its services as securities depositary with
respect to the notes at any time by giving reasonable notice to us or to our
agent. In the event that this occurs and a successor
S-4
<PAGE>
securities depositary is not appointed, we will print and deliver certificated
notes in exchange for the notes represented by the global securities held by
DTC.
We may decide to discontinue use of the system of book-entry transfers
through DTC, or a successor securities depositary. In that event, we will print
and deliver certificated notes in exchange for the notes represented by the
global securities held by DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a banking organization within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a clearing corporation within the meaning
of the New York Uniform Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
in DTC include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. A number of DTC's direct
participants, the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. own DTC. Access
to the DTC system is also available to indirect participants such as securities
brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or indirectly.
The rules applicable to DTC and its participants are on file with the Securities
and Exchange Commission.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe are reliable, but we take no
responsibility for the accuracy of the information.
Neither we, the trustee, any paying agent, nor the registrar for the notes
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a global
security or for maintaining, supervising or reviewing any records relating to
these beneficial ownership interests.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We are offering the notes on a continuing basis through the agents listed
on the cover, each of which has agreed to use to its reasonable best efforts to
solicit purchases of the notes.
We have the right to accept offers to purchase notes and may reject any
proposed purchase of the notes. The agents may also reject any offer to purchase
notes. We will pay the agents a commission on any notes sold through the agents.
The commission will range from 0.125% to 0.750% of the principal amount of the
notes depending on the maturity of the notes.
We may also sell notes to the agents who will purchase the notes as
principals for their own accounts. Any such sale will be made at a discount to
be agreed upon at the time of sale. Any notes the agents purchase as principal
may be resold at the market price or at other prices determined by the agents at
the time of resale.
S-5
<PAGE>
The agents may resell any notes they purchase to other brokers or dealers
at a discount which may include all or part of the discount the agents received
from us. The agents will purchase the notes at a price equal to 100% of the
principal amount less a discount. Unless otherwise stated, the discount will
equal the applicable commission on an agency sale of notes of the same maturity.
We may sell notes directly to investors on our own behalf in those
jurisdictions where we are authorized to do so. We will not pay any commissions
on sales made directly by us.
We may sell notes through agents other than the agents listed on the cover
subject to certain conditions described in the selling agency agreement that we
have entered into with the agents listed on the cover. The commission applicable
to agency sales through any other agents will be the same as that applicable to
agency sales through the agents listed on the cover.
The agents, whether acting as agents or principals, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933. We have agreed
to indemnify each agent against certain liabilities, including liabilities under
the Securities Act or to contribute to payments made in respect of such
liabilities. We have also agreed to reimburse the agents for certain of the
agents' expenses, including the reasonable fees and expenses of their counsel.
The agents may sell to dealers who may resell to investors and the agents
may pay all or part of the discount or commission they receive from us to the
dealers. Such dealers may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933. Any discounts or commissions that an agent receives
in purchasing a note as principal and reselling such note, and any profit on the
resale of such note by the agent, may be deemed to be underwriters' discounts or
commissions under the Securities Act of 1933.
Payment of the purchase price of the notes must be made in immediately
available funds.
In addition to offering the notes through the agents described in this
prospectus supplement, we may sell other debt securities and preferred stock.
Under certain circumstances, the sale of other debt securities or preferred
stock may reduce the maximum aggregate amount of notes that we offer by this
prospectus supplement.
The notes are a new issue of securities with no established trading market
and will not be listed on a securities exchange. The agents have advised us that
they intend to establish a trading market for the notes. However, the agents are
not obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
the notes.
In connection with the offering, the agents may purchase and sell notes in
the open market. These transactions may include short sales, stabilizing
transactions and purchases to cover positions created by short sales. Short
sales involve the sale by the agents of a greater number of notes than they are
required to purchase in the offering. Stabilizing transactions consist of
certain bids or purchases made for the purpose of preventing or retarding a
decline in the market price of the notes while the offering is in progress.
S-6
<PAGE>
The agents also may impose a penalty bid. This occurs when a particular
agent repays to agents a portion of the underwriting discount received by it
because the agents have repurchased notes sold by or for the account of such
agent in stabilizing or short covering transactions.
These activities by the agents may stabilize, maintain or otherwise affect
the market price of the notes. As a result, the price of the notes may be higher
than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the agents at any time.
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $540,000.
Each agent and its affiliates may from time to time engage in transactions
with, and perform investment banking, general banking and other financial
services for, us and our affiliates in the ordinary course of business.
S-7
<PAGE>
You should rely only on the information contained or incorporated by reference
in this prospectus supplement, the accompanying prospectus and any pricing
supplement. We have not authorized anyone else to provide you with different
information. You should not assume that the information contained or
incorporated by reference in this prospectus supplement, the accompanying
prospectus and any pricing supplement, including information incorporated by
reference, is accurate as of any date other than the date on the front cover of
each document. We are not making an offer of these notes in any state where the
offer is not permitted.
TABLE OF CONTENTS
Page
Prospectus Supplement
Description of the Notes....................................................S-2
Supplemental Plan of Distribution...........................................S-5
Prospectus
About Idaho Power Company.................................................... 2
Forward-Looking Information.................................................. 2
Description of the First Mortgage Bonds...................................... 3
Description of the New Preferred Stock....................................... 8
Description of Debt Securities...............................................12
Ratios of Earnings to Fixed Charges
and Ratios of Earnings to Combined
Fixed Charges and Preferred Stock
Dividend Requirements.....................................................18
Use of Proceeds..............................................................18
Plan of Distribution.........................................................18
Where You Can Find More Information..........................................19
Information Incorporated by Reference........................................20
Legal Opinions...............................................................20
Experts......................................................................21
Idaho Power Company
$200,000,000
First Mortgage Bonds
Secured Medium-Term Notes
Series C
PROSPECTUS SUPPLEMENT
ABN AMRO Incorporated
Goldman, Sachs & Co.
U.S. Bancorp Piper Jaffray Inc.
November 21, 2000
