-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UhQKzAlA/C1ZH+QhKp7G2NAFSr86aROlzCx/d9L0dCrLdwSp9JKD11rnov3DCXKA 6M9GMFOBLqQiz8k2kLTGzg== 0000898080-98-000235.txt : 19981002 0000898080-98-000235.hdr.sgml : 19981002 ACCESSION NUMBER: 0000898080-98-000235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981001 ITEM INFORMATION: FILED AS OF DATE: 19981001 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDAHO POWER CO CENTRAL INDEX KEY: 0000049648 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820130980 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03198 FILM NUMBER: 98719127 BUSINESS ADDRESS: STREET 1: 1221 W IDAHO ST STREET 2: PO BOX 70 CITY: BOISE STATE: ID ZIP: 83707 BUSINESS PHONE: 2083882200 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 1, 1998 (Date of earliest event reported) Exact Name of IRS Registrant as Employer Registrant's Commission Specified in State of Identification Telephone File Number its Charter Incorporation Number Number - ----------- ------------- ------------- -------------- ------------ 1- IDACORP, Inc. Idaho 82-0505802 208-388-2200 1-3198 Idaho Power Idaho 82-0130980 208-388-2200 Company 1221 West Idaho Street, Boise, ID 83702-5627 (Address of principal executive offices) ITEM 5. OTHER EVENTS At the annual meeting of the shareholders of Idaho Power Company, held on May 6, 1998, it was resolved, by the vote of a majority of the shareholders entitled to vote thereon, to adopt an Agreement and Plan of Exchange, dated as of February 2, 1998, between IDACORP, Inc. ("IDACORP") and Idaho Power Company, both Idaho corporations. Effective October 1, 1998, pursuant to the Agreement and Plan of Exchange, the outstanding shares of common stock ($2.50 par value) of Idaho Power were exchanged automatically on a share-for-share basis (the "Share Exchange") for common shares (without par value) of IDACORP, and IDACORP thereby became the holding company for Idaho Power. The preferred stock and debt of Idaho Power were not exchanged and remain securities of Idaho Power. The IDACORP common shares issued pursuant to the Share Exchange were registered under the Securities Act of 1933 pursuant to IDACORP's Registration Statement on Form S-4 (No. 333-48031), which became effective on March 23, 1998. Reference is made to the Proxy Statement and Prospectus of IDACORP and Idaho Power included in the Registration Statement for additional information about this transaction. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), IDACORP common shares are deemed to be registered under Section 12(b) of the Exchange Act. IDACORP Common Shares were approved for listing on the New York Stock Exchange and the Pacific Exchange. The description of the IDACORP common shares contained under the caption "Proposal No. 2 - Holding Company Proposal - IDACORP Capitalization" in the Prospectus is incorporated by reference herein. Idaho Power common stock was registered pursuant to Section 12(b) of the Exchange Act and was listed on the New York Stock Exchange and the Pacific Exchange. Idaho Power is delisting the Idaho Power Common Stock from these exchanges and terminating the registration under the Exchange Act of the Idaho Power common stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits - Exhibit File Number As Exhibit - ------- ----------- ---------- *2 333-48031 2 -Agreement and Plan of Exchange, dated as of February 2, 1998. *4(a) 333-48031 3(a) -Restated Articles of Incorporation of IDACORP, Inc. *4(b) 333-00139 3(b) -Articles of Amendment to Restated Articles of Incorporation creating A Series Preferred Stock, without par value, as filed with the Secretary of State of Idaho on September 17, 1998. *4(c) 333-48031 3(c) -Amended Bylaws of IDACORP, Inc., as of September 10, 1998. *4(d) Form 8-K 4 -Rights Agreement, dated as dated of September 10, 1998, September 15, between IDACORP, Inc. and 1998 The Bank of New York, as Rights Agent. *4(e) 33-56071 3(d) -Articles of Share Exchange, as filed with the Secretary of State of Idaho on September 29, 1998. 99 -Letter to Shareholders re Share Exchange and Rights Plan. - --------------- * Previously filed and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IDACORP, Inc. By: /s/ J. LaMont Keen ------------------------------- J. LaMont Keen Vice President, Chief Financial Officer and Treasurer IDAHO POWER COMPANY By: /s/ J. LaMont Keen ------------------------------- J. LaMont Keen Vice President, Chief Financial Officer and Treasurer Date: October 1, 1998 INDEX TO EXHIBITS Exhibit File Number As Exhibit Page - ------- ----------- ---------- ---- *2 333-48031 2 -Agreement and Plan of Exchange, dated as of February 2, 1998. *4(a) 333-48031 3(a) -Restated Articles of Incorporation of IDACORP, Inc. *4(b) 333-00139 3(b) -Articles of Amendment to Restated Articles of Incorporation creating A Series Preferred Stock, without par value, as filed with the Secretary of State of Idaho on September 17, 1998. *4(c) 333-48031 3(c) -Amended Bylaws of IDACORP, Inc., as of September 10, 1998. *4(d) Form 8-K 4 -Rights Agreement, dated as dated of September 10, 1998, September 15, between IDACORP, Inc. and 1998 The Bank of New York, as Rights Agent. *4(e) 33-56071 3(d) -Articles of Share Exchange, as filed with the Secretary of State of Idaho on September 29, 1998. 99 -Letter to Shareholders re Share Exchange and Rights Plan. - --------------- * Previously filed and incorporated herein by reference. EX-99 2 LETTER TO SHAREHOLDERS Exhibit 99 Joseph W. Marshall Chairman of the Board and Chief Executive Officer IDACORP, Inc. 1221 West Idaho Street Boise, Idaho 83702 October 2, 1998 Dear IDACORP Shareholder: Holding Company October 1, 1998 marked the beginning of a new era for Idaho Power Company when the holding company, IDACORP, was formed. Idaho Power shareholders voted in favor of forming the holding company at the Annual Meeting held on May 6, 1998. Your Board of Directors and management believe the formation of a holding company will offer the best means of positioning the Company to respond to the changing business environment in the electric utility industry. While the primary focus for IDACORP will be maintaining the strength of its core business - -- serving the electric needs of Idaho Power's customers -- the formation of a holding company will provide greater flexibility to develop and operate new businesses in an increasingly competitive environment and to respond to new growth opportunities. On October 1, outstanding common shares of Idaho Power were automatically exchanged on a one-for-one basis for shares of IDACORP, which then began trading on the New York Stock Exchange and the Pacific Exchange under the same symbol "IDA." It is not necessary for you to turn in your Idaho Power common stock certificates in exchange for IDACORP common stock certificates. The certificates for Idaho Power common stock you now hold will automatically represent shares of IDACORP common stock. New certificates bearing the name of IDACORP will be issued in the future as certificates for presently outstanding shares of Idaho Power common stock are presented for transfer. As a holding company, IDACORP initially contains two subsidiaries: o Idaho Power Company, a subsidiary of the holding company, and its largest affiliate, will continue to provide regulated electricity services to its customers in southern Idaho, eastern Oregon and northern Nevada. o Ida-West, a subsidiary of the holding company, is an independent power producer and currently holds investments in 13 operating hydroelectric plants with a total generating capacity of approximately 72 megawatts. From time to time, IDACORP may establish other subsidiaries to compete in developing markets. Rights Plan Your Board of Directors adopted a Shareholder Rights Plan on September 10, 1998, applicable to shareholders of record on October 1, 1998. This new Plan is being adopted in conjunction with the formation of a holding company, IDACORP, Inc., over Idaho Power Company. The new Plan is designed to replace Idaho Power Company's existing rights plan, and the provisions of the new Plan are substantially similar to those of the Idaho Power Company's rights plan. This letter reviews the Board's reasons for adopting the Plan. We have adopted the Plan in order to strengthen the ability of the Board to protect your interests. The primary purpose of the Plan is to ensure that all shareholders of the Company receive fair treatment in the event of an unsolicited offer to acquire control of the Company. Over 1900 public companies, including over 100 utility companies, have adopted similar plans in the last few years. The Plan is designed to protect you in the event of (i) an unsolicited offer to acquire the Company, (ii) the acquisition in the open market of shares constituting control of the Company without offering fair value to all shareholders, and (iii) other coercive takeover tactics which could impair the Board's ability to represent shareholder interests fully. The Plan is not intended to prevent a sale of the Company. It will, however, encourage any potential acquirer to negotiate the manner and terms of any proposed acquisition with the Board of Directors. The Plan has not been adopted in response to any specific effort to acquire control of the Company, and the Board is not aware of any such effort. The Board of Directors believes that the adoption of the Plan and the distribution of the Rights under the Plan will enhance the ability of management to operate the business of the Company successfully and protect its shareholders, as well as its employees, customers and the communities it serves. The issuance of the Rights does not in any way weaken the financial strength of the Company or interfere with its business plans. The issuance of the Rights has no dilutive effect, will not affect the Company's reported earnings per share, is not taxable to the Company or you, and will not change the way in which you presently trade the Company's shares. Shareholders may, depending upon their individual circumstances, recognize taxable income if the Rights become exercisable. The Rights will only become exercisable should a situation arise which they were designed to handle. They will then operate to protect you against being deprived of your right to share in the full measure of your Company's long-term potential. In adopting the Plan, we are reaffirming our confidence in the future of IDACORP, Inc. and our determination that all shareholders be given the opportunity to participate fully in that future. A summary of the terms of the Plan is enclosed. The summary is not complete and is qualified in its entirety by the Shareholder Rights Plan relating thereto, a copy of which can be obtained free of charge from IDACORP, Inc., P.O. Box 70, Boise, Idaho 83707, Attention: Kerri Altig, Shareowner Services. Sincerely, Joseph W. Marshall IDACORP, Inc. SUMMARY OF TERMS OF SHAREHOLDER RIGHTS PLAN Distribution and The Board would issue one Right for each share of Transfer of Rights; Common Stock outstanding. Prior to the Distribution Rights Certificates: Date referred to below, the Rights would be evidenced by and trade with the Common Stock and would not be exercisable. After the Distribution Date, the Company would mail Rights Certificates to shareholders and the Rights would become transferable apart from the Common Stock. Distribution Date: Rights would separate from the Common Stock and become exercisable following the earlier of (i) the close of business on the tenth business day after the date any person or Group of affiliated or associated persons ("Group") acquires 20% or more of the Voting Stock or (ii) the close of business on the tenth business day (or such later date as the Board may decide) after any person commences a tender offer that would result in such person holding a total of 20% or more of the Voting Stock. Exercise of Rights: After the Distribution Date, each Right would entitle the holder to purchase, for the Exercise Price, one one-hundredth of a share of A Series Preferred Stock, without par value ("Preferred Stock"). (The Preferred Stock is designed so that each one one-hundredth of a share has economic terms similar to those of one share of Common Stock.) The Exercise Price would be set by the Board in consultation with the Company's financial advisors. "Flip-in" Trigger: If any person or Group acquires 20% or more of the outstanding Voting Stock, then (i) Rights owned by the person or Group acquiring such shares or transferees thereof will automatically be voided; and (ii) on the Distribution Date, each other Right will automatically become a Right to buy, for the Exercise Price, that number of shares of Common Stock or Preferred Stock having a market value of two times the Exercise Price. Exchange Option: If any person or group acquires between 20% and 50% of the outstanding Voting Stock, the Board may require each outstanding Right to be exchanged for one share of Common Stock, or cash, securities, other assets or any combination having a value equal to the market value of the Common Stock at the time the acquiring person became such. "Flip-over" Trigger: After any person or Group has acquired 20% or more of the outstanding Voting Stock, the Company may not consolidate or merge with, or sell 50% or more of its assets or earning power to, any person, or engage in certain "self-dealing" transactions with any person or Group owning 20% or more of the outstanding Voting Stock, unless proper provision is made so that each Right would thereafter become a Right to buy, for the Exercise Price, that number of shares of common stock of such person or Group having an aggregate market value of two times the Exercise Price. Redemption: The Rights may be redeemed by the Board, at any time until (and for a short time after) any person or Group has acquired 20% or more of the outstanding Voting Stock at a nominal Redemption Price per Right fixed by the Board of Directors. Power to Amend: The Board may amend the Rights and/or the Plan in any respect until any person or Group has acquired 20% or more of the outstanding Voting Stock. Thereafter, the Board may amend the Rights and/or Plan in any manner not adverse to the interests of the holders of the Rights. Expiration: The Rights will expire ten years from the date of their issuance. -----END PRIVACY-ENHANCED MESSAGE-----