PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2002)
2,500,000 Shares
IDACORP, INC.
Common Stock
We may offer and sell up to 2,500,000 shares of our common stock from
time to time through BNY Capital Markets, Inc., or BNYCMI, as our agent. We have
entered into a sales agency agreement with BNYCMI relating to shares of our
common stock offered by this prospectus supplement and the accompanying
prospectus.
We will sell shares at market prices prevailing at the time of sale. We
will pay BNYCMI a commission equal to 1% of the sales price of all shares it
sells as agent under the sales agency agreement.
Our common stock is listed on the New York Stock Exchange under the
symbol "IDA." On December 14, 2005, the last reported sale price of our common
stock on the New York Stock Exchange was $29.66 per share.
_________________
Investing in our common stock involves risks. See "Risk Factors"
beginning on page S-3 of this prospectus supplement.
_________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
_________________
BNY CAPITAL MARKETS, INC.
The date of this prospectus supplement is December 15, 2005
Table of Contents
Prospectus Supplement
Page
About This Prospectus Supplement...........................................ii
Forward-Looking Statements................................................S-1
About IDACORP.............................................................S-2
Risk Factors..............................................................S-3
Use of Proceeds...........................................................S-8
Description of Common Stock...............................................S-8
Plan of Distribution.....................................................S-12
Where You Can Find More Information......................................S-14
Information Incorporated By Reference....................................S-14
Legal Matters............................................................S-15
Experts..................................................................S-15
Prospectus
About IDACORP...............................................................2
Forward-Looking Information.................................................2
Description of Common Stock.................................................3
Description of the Senior Debt Securities...................................7
Description of the Purchase Contracts and the Units........................13
Ratios of Earnings to Fixed Charges........................................13
Use of Proceeds............................................................14
Plan of Distribution.......................................................14
Where You Can Find More Information........................................15
Information Incorporated By Reference......................................15
Legal Opinions.............................................................16
Experts....................................................................16
i
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is a supplement to the prospectus, which is
also a part of this document. This prospectus supplement and the accompanying
prospectus are part of a registration statement that we filed with the
Securities and Exchange Commission using the shelf registration process. Under
the shelf registration process, we may offer, from time to time, shares of
common stock, unsecured senior debt securities and purchase contracts, up to an
aggregate amount of $500,000,000, of which this offering is a part. We sold
$120,750,000 of common stock in an underwritten public offering on December 15,
2004. In the accompanying prospectus, we provide you with a general description
of the securities we may offer from time to time under our shelf registration
statement. In this prospectus supplement, we provide you with specific
information about the shares of our common stock that we may sell in this
offering. Both this prospectus supplement and the accompanying prospectus
include important information about us, the common stock that we are offering
and other information you should know before investing. This prospectus
supplement also adds, updates and changes information contained in the
prospectus. You should read the entire prospectus supplement and the
accompanying prospectus, and the documents incorporated by reference, which are
described under "Where You Can Find More Information" and "Information
Incorporated by Reference" in this prospectus supplement. To the extent there is
a conflict between the information contained in this prospectus supplement and
the information contained in or incorporated by reference into the accompanying
prospectus, the information in this prospectus supplement shall control.
This prospectus supplement and the accompanying prospectus contain or
incorporate forward-looking statements. Please read forward-looking statements
with the cautionary statements and important factors included in this prospectus
supplement under "Forward-Looking Statements."
Unless we indicate otherwise, or the context otherwise requires,
references in this prospectus supplement and the accompanying prospectus to
"IDACORP," "we," "us" and "our" or similar terms are to IDACORP, Inc. and its
subsidiaries.
______________________
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not, and BNYCMI has not, authorized any other person to provide you with
information that is different. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
of the shares of our common stock in any jurisdiction that does not permit their
offer or sale. The information contained in or incorporated by reference in this
document is accurate only as of the date of this prospectus supplement,
regardless of the time of delivery of this prospectus supplement or of any sale
of our common stock.
ii
FORWARD-LOOKING STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we are hereby filing cautionary statements
identifying important factors that could cause actual results to differ
materially from those projected in forward-looking statements made or
incorporated by reference in this prospectus supplement or the accompanying
prospectus. Any statements that express, or involve discussions as to
expectations, beliefs, plans, objectives, assumptions or future events or
performance, often, but not always, through the use of words or phrases such as
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"predicts," "projects," "may result," "may continue" or similar expressions, are
not statements of historical fact and may be forward-looking. Forward-looking
statements involve estimates, assumptions and uncertainties and are qualified in
their entirety by reference to, and are accompanied by, the following important
factors, which are difficult to predict, contain uncertainties, are beyond our
control and may cause actual results to differ materially from those contained
in forward-looking statements:
o Changes in governmental policies, including new interpretations of
existing policies, and regulatory actions and regulatory audits,
including those of the Federal Energy Regulatory Commission, the
Idaho Public Utilities Commission, the Oregon Public Utility
Commission and the Internal Revenue Service with respect to allowed
rates of return, industry and rate structure, day-to-day business
operations, acquisition and disposal of assets and facilities,
operation and construction of plant facilities, relicensing of
hydroelectric projects, recovery of purchased power expenses,
recovery of other capital investments, present or prospective
wholesale and retail competition, including but not limited to
retail wheeling and transmission costs, and other refund
proceedings;
o Changes arising from the recently enacted Energy Policy Act of 2005;
o Litigation and regulatory proceedings, including those resulting
from the energy situation in the western United States, and
settlements that influence business and profitability;
o Changes in and compliance with environmental, endangered species and
safety laws and policies;
o Weather variations affecting hydroelectric generating conditions and
customer energy usage;
o Over-appropriation of surface and groundwater in the Snake River
Basin resulting in reduced generation at hydroelectric facilities;
o Construction of power generating facilities including inability to
obtain required governmental permits and approvals, and risks
related to contracting, construction and start-up;
o Operation of power generating facilities including breakdown or
failure of equipment, performance below expected levels,
competition, fuel supply, including availability, transportation and
prices, and transmission;
o Impacts from the potential formation of a regional transmission
organization;
o Population growth rates and demographic patterns;
o Market demand and prices for energy, including structural market
changes;
o Changes in operating expenses and capital expenditures and
fluctuations in sources and uses of cash;
o Results of financing efforts, including the ability to obtain
financing on favorable terms, which can be affected by factors such
as credit ratings and general economic conditions;
o Actions by credit rating agencies, including changes in rating
criteria and new interpretations of existing criteria;
o Homeland security, natural disasters, acts of war or terrorism;
o Market conditions and technological developments that could affect
the operations and prospects of our subsidiaries or their
competitors;
o Increasing health care costs and the resulting effect on health
insurance premiums paid for employees;
o Performance of the stock market and the changing interest rate
environment, which affect the amount of required contributions to
pension plans, as well as the reported costs of providing pension
and other postretirement benefits;
o Increasing costs of insurance, changes in coverage terms and the
ability to obtain insurance;
o Changes in tax rates or policies, interest rates or rates of
inflation;
o Adoption of or changes in critical accounting policies or estimates;
and
o New accounting or Securities and Exchange Commission requirements,
or new interpretation or application of existing requirements.
S-1
Any forward-looking statement speaks only as of the date on which such
statement is made. New factors emerge from time to time and it is not possible
for management to predict all such factors, nor can it assess the impact of any
such factor on our business or the extent to which any factor, or combination of
factors, including those we discuss under "Risk Factors" in this prospectus
supplement, may cause results to differ materially from those contained in any
forward-looking statement.
ABOUT IDACORP
We are a successor registrant to, and a holding company owning all of
the outstanding common stock of, Idaho Power Company. In 1998, we exchanged one
share of our common stock for each share of Idaho Power Company's common stock,
and Idaho Power Company became our wholly-owned subsidiary.
Idaho Power Company is an electric public utility incorporated under
the laws of the state of Idaho in 1989 as successor to a Maine corporation
organized in 1915. Idaho Power Company is involved in the generation, purchase,
transmission, distribution and sale of electric energy in a 24,000 square mile
area, primarily in southern Idaho and eastern Oregon, with an estimated
population of 895,000. Idaho Power Company holds franchises in 71 cities in
Idaho and nine cities in Oregon and holds certificates from the respective
public utility regulatory authorities to serve all or a portion of 24 counties
in Idaho and three counties in Oregon.
Idaho Power Company owns and operates 17 hydroelectric power plants and
two gas-fired generating plants and shares ownership in three coal-fired
generating plants. Idaho Power Company relies heavily on hydroelectric power for
its generating needs and is one of the nation's few investor-owned utilities
with a predominantly hydro base.
Our other operating subsidiaries include:
o IDACORP Financial Services - holder of affordable housing and other
real estate investments;
o IdaTech, LLC - developer of integrated fuel cell systems;
o IDACOMM, Inc. - provider of telecommunications services and
commercial Internet services; and
o Ida-West Energy Company - operator of small hydroelectric generation
projects that satisfy the requirements of the Public Utility
Regulatory Policies Act of 1978.
IDACORP Energy, a marketer of electricity and natural gas, wound down
its operations in 2003.
Our principal executive offices are located at 1221 West Idaho Street,
Boise, Idaho 83702-5627, and our telephone number is (208) 388-2200.
S-2
RISK FACTORS
Before you participate in this offering, you should be aware there are
risks in making an investment in our common stock, including the ones listed
below. You should carefully consider these risk factors and other information
contained in or incorporated by reference into this prospectus supplement and
the accompanying prospectus in evaluating this offering.
The risks and uncertainties that we describe below are not the only
ones we face. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also impair our business operations. If
any of the following risks actually occur, our business, financial condition and
results of operations could be materially and adversely affected. In that case,
the value of our common stock and your investment could decline.
Risks Relating to our Company
-----------------------------
Reduced hydroelectric generation can reduce revenues and increase
costs.
Idaho Power Company has a predominately hydroelectric generating base.
Because of Idaho Power Company's heavy reliance on hydroelectric generation, the
weather can significantly affect its operations. Idaho Power Company is
experiencing its sixth consecutive year of below normal water conditions in
2005. When hydroelectric generation is reduced, Idaho Power Company must
increase its use of more expensive thermal generating resources and purchased
power. Through its power cost adjustment in Idaho, Idaho Power Company can
expect to recover approximately 90 percent of the increase in its Idaho
jurisdictional net power supply costs, which are fuel and purchased power less
off-system sales, above the level included in its base rates. The power cost
adjustment recovery includes both a forecast and deferrals that are subject to
the regulatory process. However, recovery of amounts above forecast in one power
cost adjustment year does not occur until the subsequent power cost adjustment
year. The non-Idaho net power supply costs are subject to periodic recovery from
the Oregon and Federal Energy Regulatory Commission jurisdictional customers.
Continuing declines in stream flows and over-appropriation of water in
Idaho will reduce hydroelectric generation and revenues and increase costs.
The combination of declining Snake River base flows, over-appropriation
of water and continuing drought conditions have led to disputes among surface
water and ground water irrigators, and the State of Idaho. Recharging the
Eastern Snake Plain Aquifer, which contributes to Snake River flows, by
diverting surface water to porous locations and permitting it to sink into the
aquifier is one proposed solution to the dispute. Idaho Power Company believes
aquifer recharge would further reduce Snake River base flows available for
hydroelectric generation, reduce Idaho Power Company revenues and increase
costs.
Changes in temperature and precipitation can reduce power sales and
revenues.
Warmer than normal winters, cooler than normal summers and increased
rainfall during the irrigation seasons will reduce retail revenues from power
sales.
If the Idaho Public Utilities Commission, the Oregon Public Utility
Commission or the Federal Energy Regulatory Commission grant less rate relief
than requested in future filings, it will reduce Idaho Power Company's projected
earnings and cash flows.
If the Idaho Public Utilities Commission, the Oregon Public Utility
Commission or the Federal Energy Regulatory Commission were to grant less rate
relief than Idaho Power Company requests in future filings, it could have a
negative effect on earnings and cash flow and could result in future downgrades
of IDACORP's and Idaho Power Company's credit ratings.
S-3
Conditions that may be imposed in connection with hydroelectric license
renewals may require large capital expenditures and reduce earnings and cash
flows.
Idaho Power Company is currently involved in renewing federal licenses
for several of its hydroelectric projects. Conditions with respect to
environmental, operating and other matters that the Federal Energy Regulatory
Commission may impose in connection with the renewal of Idaho Power Company's
licenses could have a negative effect on Idaho Power Company's operations,
require large capital expenditures and reduce earnings and cash flows.
The cost of complying with environmental regulations can reduce
earnings and cash flows.
We and Idaho Power Company are subject to extensive federal, state and
local environmental statutes, rules and regulations relating to air quality,
water quality, natural resources and health and safety. Compliance with these
environmental statutes, rules and regulations involves significant capital,
operating and other costs, and those costs could be even more significant in the
future as a result of changes in legislation and enforcement policies. For
instance, considerable attention has been focused on carbon dioxide emissions
from coal-fired generating plants and their potential role in contributing to
global warming and mercury emissions from coal-fired plants. The adoption of new
laws and regulations to implement carbon dioxide, mercury or other emission
controls could increase the cost of operating coal-fired generating plants and
reduce earnings and cash flows.
We, IDACORP Energy and Idaho Power Company are subject to costs and
other effects of legal and regulatory proceedings, settlements, investigations
and claims, including those that have arisen out of the western energy
situation.
We, IDACORP Energy and Idaho Power Company are involved in a number of
proceedings including a cross-action wholesale electric antitrust case against
various sellers and generators of power in California and the California refund
proceeding at the Federal Energy Regulatory Commission. Other cases that are the
direct or indirect result of the western energy situation include a refund
proceeding affecting sellers of wholesale power in the spot market in the
Pacific Northwest, in which the Federal Energy Regulatory Commission directed
that no refunds be paid, but which is now pending on appeal before the United
States Court of Appeals for the Ninth Circuit; efforts by other parties to
reform or terminate contracts for the purchase of power from IDACORP Energy or
claiming violations of state and federal antitrust acts and dysfunctional energy
markets as the result of market manipulation; show cause proceedings at the
Federal Energy Regulatory Commission, which have been settled but are the
subject of motions for rehearing or have been appealed and the reversal by the
United States Court of Appeals for the Ninth Circuit of Federal Energy
Regulatory Commission rulings that market-based sellers' transactional reports
satisfy the Federal Energy Regulatory Commission's filed-rate doctrine
requirements as a means of expanding refunds from all sellers of wholesale
power, which rulings remain pending before the United States Court of Appeals
for the Ninth Circuit on rehearing. To the extent the companies are required to
make payments, earnings will be negatively affected. It is possible that
additional proceedings related to the western energy situation may be filed in
the future against IDACORP Energy, Idaho Power Company or us.
Pending shareholder litigation could be costly, time consuming and, if
adversely decided, result in substantial liabilities.
Two securities shareholder lawsuits consolidated by order dated August
31, 2004 have been filed against us, and four of our officers and directors.
Securities litigation can be costly, time-consuming and disruptive to normal
business operations. Costs below a self-insured retention are not covered by
insurance policies. While we cannot predict the outcome of these matters and
these matters will take time to resolve, damages arising from these lawsuits if
resolved against us or in connection with any settlement, absent insurance
coverage or damages in excess of insurance coverage, could have a material
adverse effect on our financial position, results of operations or cash flows.
Increased capital expenditures can significantly affect liquidity.
Increases in both the number of customers and the demand for energy
require expansion and reinforcement of transmission, distribution and generating
systems. Because Idaho Power Company did not receive the full
S-4
amount of rate relief requested in its 2003 general rate case, Idaho Power
Company will have to rely more on external financing for its planned utility
construction expenditures from 2005 through 2007; these large planned
expenditures may weaken Idaho Power Company's and our consolidated financial
profile. Additionally, a significant portion of Idaho Power Company's facilities
was constructed many years ago. Aging equipment, even if maintained in
accordance with good engineering practices, may require significant capital
expenditures. Failure of equipment or facilities used in Idaho Power Company's
systems could potentially increase repair and maintenance expenses, purchased
power expenses and capital expenditures.
If losses at the non-regulated subsidiaries continue and if they are
unable to obtain financing, this may, in the short-term, reduce our earnings and
cash flow.
IdaTech and IDACOMM have experienced operating losses and it is not
certain that they will achieve or sustain profitability in the future. If these
non-regulated subsidiaries do not achieve profitability or are unable to obtain
financing to fund their operations, this could increase the need for us to
provide liquidity in the form of capital contributions or loans. In addition, if
the value of these subsidiaries decreases, we may need to take charges for
impairment of assets.
A downgrade in Idaho Power Company's and our credit ratings would
negatively affect our ability to access capital.
On November 29, 2004, Standard & Poor's Rating Services, on December 3,
2004, Moody's Investors Service, and on January 24, 2005, Fitch, Inc. each
downgraded Idaho Power Company's and our credit ratings. These downgrades and
any future downgrades of Idaho Power Company's or our credit ratings could limit
Idaho Power Company's and our ability to access the capital markets, including
the commercial paper markets. In addition, we and Idaho Power Company would
likely be required to pay a higher interest rate on existing short-term and
variable rate debt and in future financings.
Regulatory changes could lead to stock price volatility, lower stock
prices due to short selling and disparate trading activity within the industry.
On June 23, 2004, the Securities and Exchange Commission adopted
Regulation SHO, which implemented changes to the manner in which short sales are
regulated in the U.S. markets. On the same day, the Securities and Exchange
Commission established a pilot program under Regulation SHO with respect to a
number of issuers, including us. The pilot program commenced on May 2, 2005 and
will continue until April 28, 2006. During the pilot program, short sales will
be effected without regard to the provisions of the tick test in Rule 10a-1(a)
and without compliance with any short sale price tests of the New York Stock
Exchange, where our common stock is listed. In the absence of any rule governing
the price of short sales during the pilot program, there is a risk of increased
volatility in our stock, as well as the possibility of short selling at
successively lower prices and the acceleration of a declining market for our
common stock. There is also the risk of disparate trading activity within the
industry, as certain issuers are subject to short sale price tests and others,
including us, are not.
If we and Idaho Power Company are unable to complete future assessments
as to the adequacy of our internal control over financial reporting as required
by Section 404 of the Sarbanes-Oxley Act of 2002, or if we and Idaho Power
Company complete the future assessments and identify and report material
weaknesses, investors could lose confidence in the reliability of our financial
statements, which could decrease the value of our common stock.
As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the
Securities and Exchange Commission has adopted rules requiring public companies
to include a report of management on the company's internal control over
financial reporting in their Annual Report on Form 10-K. This report is required
to contain management's assessment of the effectiveness of the company's
internal control over financial reporting as of the end of the most recent
fiscal year. In addition, the independent registered public accounting firm
auditing a public company's financial statements must also attest to and report
on management's assessment of the effectiveness of the company's internal
control over financial reporting. Effective internal controls are necessary for
the companies to provide reliable financial reports and to prevent and detect
fraud. If we and Idaho Power Company should fail to have an effectively designed
and operating system of internal control over financial reporting, this could
result in
S-5
decreased confidence in the reliability of Idaho Power Company's and our
financial statements, which could cause the market price of our common stock to
decline.
Terrorist threats and activities could result in reduced revenues and
increased costs.
We and Idaho Power Company are subject to direct and indirect effects
of terrorist threats and activities. Potential targets include generation and
transmission facilities. The effects of terrorist threats and activities could
prevent Idaho Power Company from purchasing, generating or transmitting power
and result in reduced revenues and increased costs.
Adverse results of income tax audits could reduce earnings and cash
flows.
In March 2005, the Internal Revenue Service began its examination of
our 2001 through 2003 tax years. In October 2005, the Idaho State Tax Commission
also began its examination of the same tax years. Outcome of the audits could
differ materially from the amounts currently recorded, and the difference could
reduce Idaho Power Company's and our earnings and cash flows.
Risks Relating to this Offering of Common Stock
-----------------------------------------------
We are a holding company and have no operating income of our own.
We are a holding company, exempt from registration as a public utility
holding company pursuant to Section 3(a)(1) of the Public Utility Holding
Company Act of 1935, which has been repealed effective February 8, 2006. We do
not have any operating income of our own; consequently, our ability to pay our
indebtedness and to pay dividends on our common stock is dependent on dividends
and other payments received from our subsidiaries. Our subsidiaries are separate
and distinct legal entities and have no obligation to pay any amounts to us,
whether through dividends, loans or other payments. Our subsidiaries' ability to
pay dividends or make distributions to us will depend on, among other things:
o their actual and projected earnings and cash flow, capital
requirements and general financial condition; and
o the prior rights of holders of their existing and future preferred
stock, first mortgage bonds and other debt securities.
Future sales of our common stock in the public market could lower our
stock price.
We may sell additional shares of common stock in subsequent public
offerings, through our dividend reinvestment plan and through director or
employee stock option or benefit plans or stock purchase or ownership plans. We
cannot predict the size of future issuances of our common stock, or the effect,
if any, that future issuances and sales of shares of our common stock will have
on the market price of our common stock. Sales of substantial amounts of our
common stock, or the perception that such sales could occur, may adversely
affect the prevailing market price of our common stock.
S-6
The market price for our common stock is uncertain and may fluctuate
significantly, and you could lose all or part of your investment.
Volatility in the market price of our common stock may prevent you from
being able to sell your shares at or above the price you paid for them. We
cannot predict whether the market price of our common stock will rise or fall.
Numerous factors influence the trading price of our common stock. These factors
may include changes in our financial condition, results of operations and
prospects, legal and administrative proceedings and political, economic,
financial and other factors that can affect the capital markets generally, the
stock exchanges on which our common stock is traded and our business segments.
Our charter and bylaws, rights plan and Idaho law could delay or
prevent a change in control that you may favor.
The terms of some of the provisions in our articles of incorporation
and bylaws and provisions of the Idaho Business Corporation Act could delay or
prevent a change in control that you may favor or may impede the ability of the
holders of our common stock to change our management.
In particular, the provisions of our amended articles of incorporation
and amended bylaws:
o authorize our board of directors to issue up to 20,000,000 shares of
preferred stock in one or more series without further action by
shareholders;
o divide the members of our board of directors into three classes
having staggered terms, with directors in each class elected to
three-year terms;
o limit the shareholders' right to remove directors, fill vacancies
and increase or reduce the number of directors;
o regulate how shareholders may present proposals or nominate
directors for election at shareholders' meetings; and
o require a supermajority vote of shareholders to amend certain
provisions.
In addition, each share of our outstanding common stock includes one
preferred share purchase right. The rights become exercisable after a third
party acquires or announces an offer to acquire 20% or more of our stock. The
rights, when exercisable, entitle the holder to purchase our A series preferred
stock, our common stock or, under some circumstances, common stock of the
acquiring company. The rights cause substantial dilution to a person or group
that attempts to acquire us on terms our board of directors does not approve and
make it significantly more expensive for that person or group to acquire control
of us.
We are subject to the provisions of the Idaho Control Share Acquisition
Law and the Idaho Business Combination Law. The Idaho Control Share Acquisition
Law is designed to protect minority shareholders if someone acquires 20% or more
of our voting stock. An acquiring person must disclose to us its identity,
acquisition plans and financing. The acquiring person cannot vote a number of
shares exceeding the applicable percentages, unless two-thirds of the
outstanding voting stock, excluding shares owned by the acquiring person,
approves of such voting power. The Idaho Business Combination Law prohibits us
from engaging in certain business combinations with a person who owns 10% or
more of our outstanding voting stock for three years after that person acquired
the shares, unless our board of directors approved of the business combination
or the acquisition in advance. The Idaho Business Corporation Act provides that
certain notice and informational requirements and special shareholder meeting
and voting procedures must be followed prior to consummation of a proposed
"merger or share exchange," as defined in the Idaho Business Corporation Act.
Statutory and regulatory factors will limit another party's ability to
acquire us and could deprive you of the opportunity to gain a takeover premium
for your shares of common stock.
Even if our board of directors favors a sale of the company, the sale
requires approval of a number of federal and state regulatory agencies,
including the Federal Energy Regulatory Commission, the Idaho Public Utilities
Commission, the Oregon Public Utility Commission and the Wyoming Public Service
Commission. The approval process could be lengthy and the outcome uncertain,
which may deter otherwise interested parties from
S-7
proposing or attempting a business combination. These regulatory constraints may
result in a limited number of potential buyers.
USE OF PROCEEDS
We expect to use the net proceeds from the sale of common stock from
time to time pursuant to the sales agency agreement for general corporate
purposes, including:
o to invest in, or make loans to, our subsidiaries
o to repay other indebtedness
o to pay for acquisitions
If we do not use the proceeds immediately, we may temporarily invest
them in short-term instruments.
DESCRIPTION OF COMMON STOCK
The following description of our common stock is not complete, and we
refer you to our articles of incorporation, as amended, our amended bylaws and
our rights agreement, each of which is on file with the Securities and Exchange
Commission and is incorporated by reference in this prospectus supplement. We
also refer you to the laws of the state of Idaho.
Our articles of incorporation authorize us to issue 120,000,000 shares
of common stock, without par value, and 20,000,000 shares of preferred stock,
without par value. Each outstanding share of our common stock currently has
attached to it one right issued pursuant to our rights agreement, which we
describe below under "Certain Matters That Could Delay or Prevent a Change in
Control - Preferred Share Purchase Rights."
Dividend Rights. Subject to the prior rights of the preferred stock,
holders of our common stock are entitled to receive any dividends our board of
directors may declare on the common stock. The board of directors may declare
dividends from any property legally available for this purpose.
Voting Rights. The common stock has one vote per share. The holders of
our common stock are entitled to vote on all matters to be voted on by
shareholders. The holders of our common stock are not entitled to cumulative
voting in the election of directors.
Holders of our preferred stock will not have any right to vote except
as established by our board of directors or as provided in our articles of
incorporation or bylaws or by state law. The A series preferred stock, if
issued, will have voting rights.
A majority of the outstanding shares entitled to vote on a particular
matter at a meeting constitutes a quorum. Action on a matter is approved if the
votes cast favoring the action exceed the votes cast opposing the action, unless
our articles of incorporation, the Idaho Business Corporation Act or our bylaws
require a greater number of affirmative votes. A plurality of the votes cast
determines the election of directors.
Liquidation Rights. Subject to the prior rights of the preferred stock,
if we liquidate, dissolve or wind up, whether this is voluntary or not, the
holders of the common stock will be entitled to receive any net assets available
for distribution to shareholders.
Other Rights. The common stock is not liable to further calls or
assessment. The holders of our common stock are not entitled to subscribe for or
purchase additional shares of our capital stock. Our common stock is not subject
to redemption and does not have any conversion or sinking fund provisions.
Transfer Agent and Registrar. Wells Fargo Bank is the transfer agent
and registrar for the common stock.
S-8
Certain Matters That Could Delay or Prevent a Change in Control
Although it is not the intention of the board of directors to
discourage legitimate offers to enhance shareholder value, the existence of
unissued common stock, the ability of the board to issue preferred stock without
further shareholder action and other provisions of our articles of incorporation
and bylaws may discourage transactions aimed at obtaining control of us.
Preferred Stock. Our board of directors has the authority, without
further action by shareholders, to issue up to 20,000,000 shares of preferred
stock in one or more series. The board of directors has the authority to
determine the terms of each series of preferred stock, within the limits of the
articles of incorporation and the laws of the state of Idaho. These terms
include the number of shares in a series, dividend rights, liquidation
preferences, terms of redemption, conversion rights and voting rights.
If we issue preferred stock, it may negatively affect the holders of
our common stock. These possible negative effects include diluting the voting
power of shares of our common stock and affecting the market price of our common
stock. In addition, the ability of our board of directors to issue preferred
stock without shareholder approval may delay or prevent a change in control.
Although there are no shares of preferred stock currently outstanding,
we have reserved 1,200,000 shares of A series preferred stock for issuance in
connection with our shareholder rights plan.
Classified Board. We have divided the members of our board of directors
into three classes having staggered terms. The number of directors in each class
is as nearly equal as possible. Directors in each class are elected for a
three-year term.
This classification of the board of directors may prevent shareholders
from changing the membership of the entire board of directors in a relatively
short period of time. At least two annual meetings, instead of one, generally
will be required to change the majority of directors. The classified board
provisions could have the effect of prolonging the time required for a
shareholder with significant voting power to gain majority representation on the
board of directors. Where majority or supermajority board of directors approval
is necessary for a transaction, such as an interested shareholder business
combination, the inability to immediately gain majority representation on the
board of directors could discourage takeovers and tender offers.
Number of Directors, Vacancies, Removal of Directors. Our bylaws
provide that the board of directors will have at least 9 and at most 15
directors. The size of the board may be changed by a two-thirds vote of
shareholders entitled to vote, or by a majority vote of the board of directors.
A majority of the board decides the exact number of directors at a given time.
The board fills any new directorships it creates and any vacancies.
Directors may be removed by the shareholders only for cause and only if
at least two-thirds of the shares of our outstanding voting stock approve the
removal.
These provisions may delay or prevent a shareholder from gaining
control of the board.
Calling of a Special Meeting. The president, a majority of the board of
directors or the chairman of the board may call a special meeting of the
shareholders at any time. Holders of at least 20% of the outstanding shares
entitled to vote may call a special meeting if such holders sign, date and
deliver to our secretary one or more written demands describing the purpose(s)
of the proposed meeting. Upon receipt of one or more written demands from such
holders, our secretary is responsible for determining whether such demand or
demands conform to the requirements of the Idaho Business Corporation Act, our
articles of incorporation and bylaws. After making an affirmative determination,
our secretary will prepare, sign and deliver the notices for such meeting. The
shareholders may suggest a time and place in their demand(s), but the board of
directors will determine the time and place of any such meeting by resolution.
These provisions for calling a special meeting may delay or prevent a person
from bringing matters before a shareholder meeting.
S-9
No Cumulative Voting. Our articles of incorporation do not provide for
cumulative voting. This could prevent directors from being elected by a
relatively small group of shareholders.
Advance Notice Provisions. Our bylaws require that for a shareholder to
nominate a director or bring other business before an annual meeting, the
shareholder must give notice to our secretary not later than the close of
business on the 120th day prior to the first anniversary of the date on which we
first mailed proxy materials for the preceding year's annual meeting. If the
date of the annual meeting is more than 30 days before or after the anniversary
date of the preceding year's annual meeting, the shareholder must deliver notice
no later than the close of business on the 10th day following the day on which
we first publicly announce the date of such meeting.
Our bylaws also limit business at a special meeting to the purposes
stated in the notice of the special meeting.
These advance notice provisions may delay a shareholder from bringing
matters before a shareholder meeting. The provisions may provide enough time for
our board of directors to begin litigation or take other steps to respond to
these matters, or to prevent them from being acted upon, if our board of
directors finds it necessary or desirable for any reason.
Amendment of Articles of Incorporation. Our articles of incorporation
require an 80% vote of shareholders entitled to vote in order to amend the
provisions relating to the board of directors and the amendment of our articles
of incorporation, unless such amendment is recommended by two-thirds of the
continuing directors, as defined.
Amendment of Bylaws. Amendment of the bylaws relating to the board of
directors or advance notice provisions for shareholder meetings requires a
two-thirds vote of shareholders entitled to vote or a majority vote of the board
of directors.
Preferred Share Purchase Rights. On September 10, 1998, our board of
directors declared a dividend distribution of one preferred share purchase right
for each share of our common stock outstanding as of October 1, 1998. Since that
time, we have issued and will continue to issue one right with each additional
share of common stock we issue until the rights expire, are redeemed or
exchanged or become exercisable. We have authorized and reserved 1,200,000
shares of our A series preferred stock for issuance if the rights become
exercisable.
The rights become exercisable on the earlier of ten business days after
a third party announces its acquisition of 20% or more of our outstanding voting
stock and ten business days after a third party makes a tender offer or exchange
offer to acquire 20% or more of our outstanding voting stock. Each right, when
it becomes exercisable, entitles its holder, other than the third party that has
acquired 20% or more of our voting stock, to purchase from us one one-hundredth
of a share of our A series preferred stock at a price of $95. The value of this
one one-hundredth of a share is intended to approximate the value of one share
of common stock. However, when a third party has acquired, or obtained the right
to acquire, 20% or more of our voting stock, a holder who exercises this right
for $95 will have the right to receive the number of shares of our common stock,
and/or, at our option, A series preferred stock, that have a market value of
$190. Rights owned by the third party will be null and void. Also, under the
following circumstances, a holder who exercises this right for $95 will have the
right to receive the number of shares of common stock of an acquiring company
that have a market value of $190, instead of one one-hundredth of a share of our
A series preferred stock or shares of our common stock:
o we merge with another person and we are not the surviving entity;
o we merge with another person and we are the surviving entity in the
transaction, and our common stock is exchanged for shares of another
company or cash or other property;
o we sell or transfer 50% or more of our assets or earning power;
o a person who has acquired, or obtained the right to acquire, 20% or
more of our outstanding voting stock engages in some types of
transactions with us which benefit the person due to its ownership
of our stock; or
o the proportionate share of a person who has acquired, or obtained
the right to acquire, 20% or more of our outstanding voting stock is
increased by more than 1% as a result of reclassification of
securities or recapitalization or other transaction.
S-10
As a result, the rights have the effect of causing substantial dilution
to a person or group that attempts to acquire us on terms our board of directors
does not approve and making it significantly more expensive for that person or
group to acquire control of us.
For example, assuming the price of our common stock is $38 per share at
the time of determination, each holder of our common stock will have the right
to purchase for $95 the number of shares equal to $190, divided by $38, or five
shares. Consequently, a shareholder would effectively obtain $190 in value for
$95. Assuming there are approximately 38 million shares of our common stock
outstanding, each with a right attached, holders of our common stock
collectively have an aggregate value in their rights of approximately $3.6
billion. That is, regardless of the market price for our common stock, whenever
the rights become exercisable, our shareholders collectively have the ability to
spend $3.6 billion to acquire $7.2 billion in stock. That dilution could make it
significantly more expensive for a hostile takeover to occur. The rights should
not interfere with any merger or other business combination our board of
directors approves since our board of directors may elect to redeem the rights
at $0.01 per right until ten business days after a third party announces its
acquisition of 20% or more of our outstanding voting stock. The rights expire on
September 10, 2008, unless we redeem or exchange them earlier.
We may adjust the $95 purchase price and the number of shares that may
be purchased.
The description of our preferred share purchase rights is contained in
the registration statement on Form 8-A filed on September 15, 1998, as amended
by amendment no. 1 on Form 8-A/A filed on October 20, 1999 and amendment no. 2
on Form 8-A/A filed on September 28, 2004, and in the Rights Agreement, dated as
of September 10, 1998, between Wells Fargo Bank, N.A., as successor to The Bank
of New York, as rights agent, and us.
Idaho Control Share Acquisition Law. We are subject to the provisions
of the Idaho Control Share Acquisition Law. This law is designed to protect
minority shareholders in the event that a person acquires or proposes to acquire
shares of voting stock giving it at least 20%, at least 33 1/3%, or more than
50% of the voting power in the election of our directors. Under this law, an
acquiring person must deliver to us an information statement that includes the
acquiring person's identity, its acquisition plans and its financing. The
acquiring person cannot vote the shares it holds that are greater than the
applicable percentages unless two-thirds of the outstanding voting stock,
excluding shares owned by the acquiring person, approves of such voting power.
If the acquiring person so requests and complies with other requirements, we
must hold a special meeting within 55 days of receiving the information
statement from the acquiring person for the shareholders to vote. If the
acquiring person does not deliver the information statement, or our shareholders
do not approve such voting power, we may redeem all of the acquiring person's
shares that exceed the applicable percentage at their fair market value.
Idaho Business Combination Law. We are also subject to the Idaho
Business Combination Law. This law prohibits us from engaging in certain
business combinations with a person who owns 10% or more of our outstanding
voting stock for a three-year period after the person acquires the shares. This
prohibition does not apply if our board of directors approved of the business
combination or the acquisition of our shares before the person acquired 10% of
the shares. After the three-year period, we could engage in a business
combination with the person only if two-thirds of our outstanding voting stock,
excluding shares owned by the person, approve, or the business combination meets
minimum price requirements.
S-11
PLAN OF DISTRIBUTION
We have entered into a sales agency agreement, dated as of December 15,
2005, with BNY Capital Markets, Inc., or BNYCMI, under which we may issue and
sell up to 2,500,000 shares of our common stock from time to time through
BNYCMI, as our agent for the offer and sale of the shares. The sales, if any, of
the shares of common stock under the sales agency agreement will be made in "at
the market" offerings as defined in Rule 415 of the Securities Act of 1933,
including sales made directly on the New York Stock Exchange, the principal
existing trading market for our common stock, or, if we and BNYCMI agree in
writing, sales made to or through a market maker, through an electronic
communications network or in privately negotiated transactions.
From time to time during the term of the sales agency agreement, and
subject to the terms and conditions set forth therein, we may deliver an
issuance notice to BNYCMI specifying:
o the length of the selling period, which may not exceed 20 trading
days;
o the number of shares of common stock to be sold, which may not
exceed 500,000 shares during any selling period without BNYCMI's
prior written consent; and
o the minimum price below which sales may not be made.
Upon receipt of an issuance notice from us, and subject to the terms
and conditions of the sales agency agreement, BNYCMI has agreed to use its
commercially reasonable efforts consistent with its normal trading and sales
practices to sell such shares on such terms. We or BNYCMI may suspend the
offering of shares of common stock at any time upon proper notice to the other,
and the selling period will immediately terminate. Settlement between us and the
purchaser for sales of common stock will occur on the third trading day
following the date on which the sales were made. The obligation of BNYCMI under
the sales agency agreement to sell shares pursuant to any issuance notice is
subject to a number of conditions, which BNYCMI reserves the right to waive in
its sole discretion.
We will pay BNYCMI a commission equal to 1% of the sales price of all
shares sold through it as agent under the sales agency agreement. We have also
agreed to reimburse BNYCMI for its reasonable documented out-of-pocket expenses,
including fees and expenses of counsel up to $75,000, in connection with the
sales agency agreement.
In connection with the sale of the common stock hereunder, BNYCMI may
be deemed to be an "underwriter" within the meaning of the Securities Act of
1933, and the compensation paid to BNYCMI may be deemed to be underwriting
commissions or discounts. We have agreed to indemnify BNYCMI against certain
civil liabilities, including liabilities under the Securities Act of 1933.
The offering of common stock pursuant to the sales agency agreement
will terminate upon the earliest of (1) the sale of all shares of common stock
subject to the sales agency agreement, (2) the second anniversary of the date of
the sales agency agreement and (3) termination of the sales agency agreement by
either BNYCMI or us. We or BNYCMI may terminate the sales agency agreement at
any time upon 10 days' notice. BNYCMI may terminate the sales agency agreement
upon one trading day's notice in certain circumstances, including bankruptcy
events relating to us or any material subsidiary, our failure to maintain a
listing of our common stock on the New York Stock Exchange or the occurrence of
a material adverse change in our company.
We have agreed not to directly or indirectly sell, offer to sell,
contract to sell, grant any option to sell or otherwise dispose of, shares of
our common stock or securities convertible into or exchangeable for shares of
our common stock, warrants or any rights to purchase or acquire our common stock
for a period beginning on the first trading day prior to the delivery of any
issuance notice to BNYCMI and ending on the first trading day immediately
following the last settlement date for common stock sold pursuant to the
applicable issuance notice, without the prior written consent of BNYCMI. BNYCMI
may give this consent at any time without public notice. The restriction
described in this paragraph does not apply to sales of:
S-12
o shares we offer or sell pursuant to the sales agency agreement;
o shares we issue in connection with acquisitions;
o shares we issue upon conversion of convertible securities, or the
exercise of warrants, options or other rights; or
o shares and options to purchase shares we issue, in either case,
pursuant to any employee or director stock option or benefit plan,
stock purchase or ownership plan or dividend reinvestment plan.
An affiliate of BNYCMI is a lender to us under a revolving credit
facility and may receive a portion of any amounts repaid from the proceeds of
this offering. Because more than 10% of the net proceeds of this offering may be
paid to affiliates of a member of the NASD, which is participating in this
offering, this offering is being conducted in compliance with Rule 2710(h) of
the Conduct Rules of the NASD.
S-13
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. Our Securities
and Exchange Commission filings are available to the public from the Securities
and Exchange Commission's website at http://www.sec.gov. You may also read and
copy any document we file at the Securities and Exchange Commission's public
reference room in Washington, D.C. located at 100 F Street, N.E., Washington
D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference room. Our common stock is listed
and traded on the New York Stock Exchange. You may also inspect the information
we file with the Securities and Exchange Commission at the New York Stock
Exchange's offices at 20 Broad Street, New York, New York 10005. Information
about us is also available at our website at http://www.idacorpinc.com. However,
the information on our website is not a part of this prospectus supplement or
the accompanying prospectus.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus supplement and
the accompanying prospectus, and information that we file later with the
Securities and Exchange Commission will automatically update and supersede this
information. We incorporate by reference the following documents that we filed
with the Securities and Exchange Commission (SEC file number 1-14465):
o Annual Report on Form 10-K for the year ended December 31, 2004,
filed on March 9, 2005.
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
2005, June 30, 2005 and September 30, 2005, filed on May 5, 2005,
August 4, 2005 and November 3, 2005, respectively.
o Current Reports on Form 8-K filed on March 22, 2005, June 1, 2005,
July 22, 2005, August 19, 2005 and September 16, 2005.
o Description of our common stock contained in the registration
statement on Form 8-A, dated and filed on October 20, 1999, as
amended by amendment no. 1 on Form 8-A/A, dated and filed on
September 28, 2004.
o Description of our preferred share purchase rights contained in the
registration statement on Form 8-A, dated and filed on September 15,
1998, as amended by amendment no. 1 on Form 8-A/A, dated and filed
on October 20, 1999 and amendment no. 2 on Form 8-A/A, dated and
filed on September 28, 2004.
o All documents we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this
prospectus supplement and before we terminate the offering.
We will provide to each person, including any beneficial owner, to whom
this prospectus supplement and the accompanying prospectus is delivered, a copy
of any or all of the information that has been incorporated by reference in this
prospectus supplement and the accompanying prospectus but not delivered with
this prospectus supplement and the accompanying prospectus. You may obtain a
copy of any of these documents at no cost, by written or oral request to us at
the following address:
Investor Relations
IDACORP, Inc.
1221 W. Idaho Street
Boise, ID 83702
Telephone (208) 388-2200
S-14
LEGAL MATTERS
Thomas R. Saldin, our Senior Vice President, General Counsel and
Secretary, and LeBoeuf, Lamb, Greene & MacRae LLP, New York, New York, a limited
liability partnership including professional corporations, will pass upon the
validity of the common stock and other legal matters for us. Sullivan & Cromwell
LLP, New York, New York, will pass upon the validity of the common stock and
other legal matters for BNYCMI. LeBoeuf, Lamb, Greene & MacRae LLP and Sullivan
& Cromwell LLP may, for matters governed by the laws of Idaho, rely upon the
opinion of Mr. Saldin. As of December 13, 2005, Mr. Saldin owned 3,462 shares of
our common stock. Mr. Saldin is acquiring additional shares of our common stock
at regular intervals through employee stock plans.
EXPERTS
The consolidated financial statements as of December 31, 2004 and 2003,
and for each of the three years in the period ended December 31, 2004, and
management's report on the effectiveness of internal control over financial
reporting as of December 31, 2004 incorporated in this prospectus supplement and
the related consolidated financial statement schedules incorporated in this
prospectus supplement by reference from our Annual Report on Form 10-K for the
year ended December 31, 2004 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports
incorporated by reference in the registration statement (which reports (1)
express an unqualified opinion on the financial statements and financial
statement schedules and include an explanatory paragraph relating to the
consolidation of two variable interest entities related to the adoption of
Financial Accounting Standards Board Interpretation No. 46(R)), (2) express an
unqualified opinion on management's assessment regarding the effectiveness of
internal control over financial reporting and (3) express an unqualified opinion
on the effectiveness of internal control over financial reporting), and have
been so incorporated in reliance upon the reports 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, 2005 and 2004, June 30, 2005 and 2004 and September 30,
2005 and 2004 which is incorporated herein by reference, Deloitte & Touche LLP,
an independent registered public accounting firm, have applied limited
procedures in accordance with the standards of the Public Company Accounting
Oversight Board (United States) for a review of such information. However, as
stated in their reports included in our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 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 are
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 Securities Act of 1933.
_______________________
S-15
PROSPECTUS
$500,000,000
IDACORP, Inc.
Common Stock
Senior Debt Securities
Purchase Contracts
Units
___________
We may offer from time to time, in one or more series:
o our common stock
o our unsecured senior debt securities
o our purchase contracts
o units consisting of any combination of the securities offered in
this prospectus
We may offer these securities in any combination in one or more
offerings up to a total amount of $500,000,000. This prospectus provides you
with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
this prospectus and any supplements carefully before you invest.
We may offer these securities directly or through underwriters, agents
or dealers, as described in the "Plan of Distribution". The supplements to this
prospectus will describe the terms of any particular plan of distribution,
including any underwriting arrangements.
Our principal executive offices are located at 1221 West Idaho Street,
Boise, Idaho 83702-5627, and our telephone number is (208) 388-2200.
________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is March 6, 2002.
ABOUT IDACORP
We are a successor registrant to, and a holding company owning all of
the outstanding common stock of, Idaho Power Company. In 1998, we exchanged one
share of our common stock for each share of Idaho Power Company's common stock,
and Idaho Power Company became our wholly-owned subsidiary.
Idaho Power Company is an electric public utility incorporated under
the laws of the state of Idaho in 1989 as successor to a Maine corporation
organized in 1915. Idaho Power Company's service territory covers over 20,000
square miles, primarily in southern Idaho and eastern Oregon, with an estimated
population of 814,000. Idaho Power Company holds franchises in approximately 72
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 and three counties in Oregon.
Idaho Power Company owns and operates 17 hydroelectric power plants and
one gas-fired generating plant and shares ownership in three coal-fired
generating plants. Idaho Power Company relies heavily on hydroelectric power for
its generating needs and is one of the nation's few investor-owned utilities
with a predominantly hydro base.
We are also the parent company of IDACORP Energy, L.P., an energy and
natural gas marketer, doing business in 31 states and two Canadian provinces.
Our other operating subsidiaries include:
o Ida-West Energy - independent power projects development and
management
o IdaTech - developer of integrated fuel cell systems
o IDACORP Financial Services - affordable housing and other real
estate investments
o Velocitus - commercial and residential Internet service provider
o IDACOMM - provider of telecommunications services
Our principal executive offices are located at 1221 West Idaho Street,
Boise, Idaho 83702-5627, and our telephone number is 208-388-2200.
FORWARD-LOOKING INFORMATION
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we are hereby filing cautionary statements. These
cautionary statements identify important factors that could cause our actual
results to differ materially from those projected in forward-looking statements
made or incorporated by reference in this prospectus or any prospectus
supplement, in presentations, in response to questions or otherwise. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance are not
statements of historical facts and may be forward-looking. These statements
often, but not always, use words or phrases such as "anticipates", "believes",
"estimates", "expects", "intends", "plans", "predicts", "projects", "will likely
result", "will continue" or similar expressions. Forward-looking statements
involve estimates, assumptions and uncertainties and are qualified in their
entirety by reference to, and are accompanied by, the following important
factors. These factors are difficult to predict, contain uncertainties, are
beyond
2
our control and may cause actual results to differ materially from those
contained in forward-looking statements:
o prevailing governmental policies and regulatory actions, including
those of the Federal Energy Regulatory Commission, the Idaho
Public Utilities Commission, the Oregon Public Utility Commission,
and the Public Utilities Commission of Nevada, with respect to
allowed rates of return, industry and rate structure, acquisition
and disposal of assets and facilities, operations and construction
of plant facilities, recovery of purchased power and other capital
investments, and present or prospective wholesale and retail
competition, including but not limited to retail wheeling and
transmission costs
o the current energy situation in the western United States
o economic and geographic factors, including political and economic
risks
o changes in and compliance with environmental and safety laws and
policies
o weather conditions
o population growth rates and demographic patterns
o competition for retail and wholesale customers
o pricing and transportation of commodities
o market demand, including structural market changes
o changes in tax rates or policies or in rates of inflation
o changes in project costs
o unanticipated changes in operating expenses and capital
expenditures
o capital market conditions
o competition for new energy development opportunities
o legal and administrative proceedings, whether civil or criminal,
and settlements that influence our business and profitability
Any forward-looking statement speaks only as of the date on which we
make the statement. New factors emerge from time to time; we cannot predict all
factors or assess the impact of all factors on our business, or the extent to
which any factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statement.
DESCRIPTION OF COMMON STOCK
The following description of our common stock is not complete, and we
refer you to our articles of incorporation, as amended, our amended bylaws and
our rights agreement, each of which is on file with the Securities and Exchange
Commission and which we have incorporated by reference in this
3
prospectus. We also refer you to the laws of the state of Idaho. The prospectus
supplement relating to any offering of common stock will describe the number of
shares offered and the initial offering price of those shares.
Our articles of incorporation authorize us to issue 120,000,000 shares
of common stock, without par value, and 20,000,000 shares of preferred stock,
without par value. As of January 31, 2002, there were 37,495,577 shares of
common stock outstanding. Each outstanding share of our common stock currently
has attached to it one right issued pursuant to our rights agreement, which we
describe below under "Certain Matters that May Have an Anti-Takeover Effect --
Preferred Share Purchase Rights".
Dividend Rights. Subject to the prior rights of the preferred stock,
holders of our common stock are entitled to receive any dividends our board of
directors may declare on the common stock. The board of directors may declare
dividends from any property legally available for this purpose.
Voting Rights. The common stock has one vote per share. The holders of
our common stock are entitled to vote on all matters to be voted on by
shareholders. The holders of our common stock are not entitled to cumulative
voting in the election of directors.
Liquidation Rights. Subject to the prior rights of the preferred stock,
if we liquidate, dissolve or wind up, whether this is voluntary or not, the
holders of the common stock will be entitled to receive any net assets available
for distribution to shareholders.
Other Rights. The common stock is not liable to further calls or
assessment. The holders of our common stock are not entitled to subscribe for or
purchase additional shares of our capital stock. Our common stock is not subject
to redemption and does not have any conversion or sinking fund provisions.
Transfer Agents and Registrars. We and Wells Fargo Bank will serve as
both transfer agent and registrar for the common stock.
Certain Matters that May Have an Anti-Takeover Effect
The ability of the board to issue preferred stock without further
shareholder action and other provisions of our articles of incorporation and
bylaws may discourage transactions aimed at obtaining control of IDACORP.
Preferred Stock. Our board of directors has the authority, without
further action by shareholders, to issue up to 20,000,000 shares of preferred
stock in one or more series. The board of directors has the authority to
determine the terms of each series of preferred stock, within the limits of the
articles of incorporation and the laws of the state of Idaho. These terms
include the number of shares in a series, dividend rights, liquidation
preferences, terms of redemption, conversion rights and voting rights.
If we issue preferred stock, it may negatively affect the holders of
our common stock. These possible negative effects include diluting the voting
power of shares of our common stock and affecting the market price of our common
stock. In addition, the ability of our board of directors to issue preferred
stock may delay or prevent a change in control of IDACORP.
Although there are no shares of preferred stock currently outstanding,
we have reserved 1,200,000 shares of A series preferred stock for issuance in
connection with our shareholder rights plan. The Series A preferred stock, if
issued, will have voting rights.
4
Classified Board. We have divided the members of our board of directors
into three classes. The number of directors in each class is as nearly equal as
possible. Directors in each class are elected for a three-year term.
This classification of the board of directors may prevent shareholders
from changing the membership of the entire board of directors in a relatively
short period of time. At least two annual meetings, instead of one, generally
will be required to change the majority of directors. The classified board
provisions could have the effect of prolonging the time required for a
shareholder with significant voting power to gain majority representation on the
board of directors. Where majority or supermajority board of directors approval
is necessary for a transaction, such as an interested shareholder business
combination, the inability to immediately gain majority representation on the
board of directors could discourage takeovers and tender offers.
Number of Directors, Vacancies, Removal of Directors. Our bylaws
provide that the board of directors will have at least 9 and at most 15
directors. The size of the board may be changed by a two-thirds vote of
shareholders entitled to vote, or by a majority vote of the board of directors.
A majority of the board decides the exact number of directors at a given time.
The board fills any new directorships it creates and any vacancies.
Directors may be removed by the shareholders only for cause and only if
at least two-thirds of the shares of our outstanding voting stock approve the
removal.
These provisions may delay or prevent a shareholder from gaining
control of the board.
No Cumulative Voting. The articles of incorporation do not provide for
cumulative voting. This could prevent directors from being elected by a
relatively small group of shareholders.
Advance Notice Provisions. The bylaws require that for a shareholder to
nominate a director or bring other business before an annual meeting, the
shareholder must give notice not earlier than 90 days and not later than 60 days
prior to the first anniversary of the preceding year's annual meeting.
The bylaws also limit business at a special meeting to the purposes
stated in the notice of the special meeting.
These advance notice provisions may delay a person from bringing
matters before a shareholder meeting. The provisions may provide enough time for
us to begin litigation or take other steps to respond to these matters, or to
prevent them from being acted upon, if we find it desirable.
Amendment of Articles of Incorporation. Our articles of incorporation
require an 80% vote of shareholders entitled to vote in order to amend certain
provisions, including provisions relating to the board of directors, unless the
amendment is recommended by two-thirds of the continuing directors, as defined.
Amendment of Bylaws. Amendment of our bylaws relating to the board of
directors or advance notice provisions for shareholder meetings requires a
two-thirds vote of shareholders entitled to vote or a majority vote of the board
of directors.
Preferred Share Purchase Rights. On September 10, 1998, our board of
directors declared a dividend distribution of one preferred share purchase right
for each share of our common stock outstanding as of October 1, 1998. We will
issue one right with each share of common stock we issue until the rights
expire, are redeemed or exchanged or become exercisable. We have authorized and
5
reserved 1,200,000 shares of our A series preferred stock for issuance if the
rights become exercisable. The rights expire on September 10, 2008, unless we
redeem or exchange them earlier.
The rights may be exercised on the earlier of:
o 10 business days after a public announcement that a person has
acquired, or obtained the right to acquire, 20% or more of our
outstanding voting stock, and
o 10 business days after a person makes a tender offer or exchange
offer which would result in the person acquiring, or obtaining the
right to acquire, 20% or more of our outstanding voting stock.
When a person has acquired, or obtained the right to acquire, 20% or
more of our voting stock, each holder of a right who exercises his right for $95
will have the right to receive the number of shares of our common stock, or, at
our option, A series preferred stock, that have a market value of $190. However,
rights owned by a person who has acquired, or obtained the right to acquire, 20%
or more of our outstanding voting stock will be null and void.
Under certain circumstances, each holder of a right who exercises his
right for $95 will have the right to receive the number of shares of common
stock of an acquiring company that have a market value of $190. These
circumstances are if:
o we merge with another person and we are not the surviving entity,
o we merge with another person and we are the surviving entity in
the transaction, and our common stock is exchanged for shares of
another company or cash or other property,
o we sell or transfer 50% or more of our assets or earning power, or
o a person who has acquired, or obtained the right to acquire, 20%
or more of our outstanding voting stock engages in some types of
transactions with us which benefit the person due to its ownership
of our stock.
This right to receive shares of common stock of the acquiring company
replaces the right to receive shares of our A series preferred stock. However,
rights owned by a person who has acquired, or obtained the right to acquire, 20%
or more of our outstanding voting stock will be null and void.
We may adjust the purchase price that a holder must pay to exercise his
right and the number of shares of stock that are issuable when a right is
exercised to prevent the rights from being diluted. However, we are only
required to make adjustments at the earlier of
o three years after the event that made the adjustment necessary
occurred, and
o after a cumulative adjustment of at least 1% in the purchase price
is needed.
Except for multiples of one one-hundredth of a share of the A series
preferred stock, we will not issue fractional shares. Instead, we will make cash
payments based on the market value of the A series preferred stock.
Our board of directors may exchange the rights, in whole but not in
part, at any time after a public announcement that a person has acquired, or
obtained the right to acquire, 20% or more of our
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outstanding voting stock, but before the person acquires, or obtains the right
to acquire, 50% or more of our outstanding voting stock. Each of the rights may
be exchanged for one share of our common stock, or, if there are not enough
shares of common stock available, for cash or securities having the same market
value as one share of our common stock. The rights owned by a person who has
acquired, or obtained the right to acquire, 20% or more of our outstanding
voting stock will be null and void and will not be exchanged.
Our board of directors may instead decide to redeem the rights, in
whole but not in part, for $.01 per right. The board may do this at any time
before 5:00 p.m., New York City time, on the tenth business day after a public
announcement that a person has acquired, or obtained the right to acquire, 20%
or more of our outstanding voting stock. In that case, the holders of the rights
will have only the right to receive $.01 per right.
Idaho Control Share Acquisition Law. We are subject to the provisions
of the Idaho Control Share Acquisition Law. This law is designed to protect
minority shareholders in the event that a person acquires or proposes to acquire
shares of voting stock giving it certain percentages of the voting power in the
election of our directors. These percentages range from 20% to more than 50%,
depending on the circumstances. Under this law, an acquiring person must deliver
to us an information statement that includes the acquiring person's identity,
its acquisition plans and its financing. The acquiring person cannot vote the
shares it holds that are greater than the applicable percentages unless
two-thirds of the outstanding voting stock, excluding shares owned by the
acquiring person, approves of such voting power. If the acquiring person so
requests and complies with other requirements, we must hold a special meeting
within 55 days of receiving the information statement from the acquiring person
for the shareholders to vote. If the acquiring person does not deliver the
information statement, or our shareholders do not approve such voting power, we
may redeem all of the acquiring person's shares that exceed the applicable
percentage at their fair market value.
Idaho Business Combination Law. We are also subject to the Idaho
Business Combination Law. This law prohibits us from engaging in certain
business combinations with a person who owns 10% or more of our outstanding
voting stock for a three-year period after the person acquires the shares. This
prohibition does not apply if our board of directors approved of the business
combination or the acquisition of our shares before the person acquired 10% of
the shares. After the three-year period, we could engage in a business
combination with the person only if two-thirds of our outstanding voting stock,
excluding shares owned by the person, approve, or the business combination meets
minimum price requirements.
DESCRIPTION OF THE SENIOR DEBT SECURITIES
We will issue the debt securities offered in this prospectus under our
senior debt securities indenture, dated as of February 1, 2001. Bankers Trust
Company is the trustee under the indenture. We may amend and supplement this
indenture and will supplement it by one or more supplemental indentures relating
to these debt securities.
This section briefly summarizes certain of the provisions of the
indenture and uses some terms that are not defined in this prospectus but that
are defined in the indenture. This summary is not complete. The indenture is on
file with the Securities and Exchange Commission, and we have incorporated it by
reference in this prospectus. You should read the indenture for a complete
understanding of its provisions and for the definition of some terms used in
this summary. In this summary, we have included references to section numbers of
the indenture so that you can easily locate these provisions.
7
The debt securities that we may issue under this indenture will be
unsecured. The indenture does not limit the amount of debt securities that we
may issue and it does not restrict the amount or type of other debt that we or
our subsidiaries may issue or contain any other provisions that would afford
holders of the debt securities protection in the event of a highly leveraged
transaction. We may use other indentures or documentation containing provisions
different from those included in the indenture under which we are offering these
debt securities in connection with future issues of debt securities.
We are a holding company whose primary source of funds is cash received
from our subsidiaries in the form of dividends or other intercompany transfers.
If any of our subsidiaries liquidate or reorganize, the claims of the
subsidiary's creditors to the proceeds will be prior to the claims of our
creditors, except to the extent we are a creditor of the subsidiaries. As a
result, all of our debt securities will be effectively subordinated to all
existing and future obligations of our subsidiaries. As of December 31, 2001,
our subsidiaries' obligations equaled $879 million in the aggregate, including
$627 million of Idaho Power Company's first mortgage bonds. We expect that our
subsidiaries will continue to incur additional obligations from time to time.
The debt securities that we are offering in this prospectus will rank
equal in right of payment to our other unsecured indebtedness that is
outstanding now or that we may issue in the future, except for any indebtedness
that, by its terms, is subordinate to these debt securities.
We will issue debt securities in series. Each series of debt securities
may have different terms and, in some cases, debt securities of the same series
may have different terms. The prospectus supplement relating to a particular
series of debt securities will contain the following information about those
debt securities to the extent applicable:
o the title of the series
o any limit on the aggregate principal amount of the series
o the date or dates on which we will issue the debt securities of
that series and on which we will pay the principal amount and any
premium
o the rate or rates at which the debt securities of that series will
bear interest, or how we will determine the rate or rates
o the date or dates from which interest will accrue
o the dates on which we will pay interest on the debt securities of
that series and the regular record dates for the interest payment
dates
o the place or places where we will pay the principal of, premium,
if any, and interest, if different from those we describe in this
prospectus
o any redemption terms, including mandatory redemption through a
sinking fund or otherwise, redemption at our option and redemption
at the option of the holder
o whether any debt securities of that series will be issued as
original discount securities and the amount of the discount
o any events of default, interest rates payable upon an event of
default, or restrictive covenants if other than set forth in this
prospectus
8
o the denominations in which we will issue the debt securities of
that series, if other than denominations of $1,000 and any
integral multiple of $1,000
o the provisions for the satisfaction and discharge of the indenture
if different from those we describe in this prospectus
o any other terms of the debt securities of the series
Form and Exchange. Unless we state otherwise in the prospectus
supplement:
o we will issue the debt securities in fully registered form without
coupons
o a holder of debt securities may exchange debt securities, without
charge, for an equal aggregate principal amount of debt securities
of the same series, having the same issue date and with identical
terms and provisions
o a holder of debt securities may transfer debt securities, without
charge, other than applicable stamp taxes or other governmental
charges
Indenture, Section 3.1
Unless we state otherwise in the prospectus supplement, we will issue
the debt securities in fully registered form in denominations of $1,000 or in
any larger amount equally divisible by $1,000. Indenture, Section 3.2
Unless we state otherwise in the prospectus supplement, the transfer of
debt securities may be registered and exchanged at the corporate trust office of
the trustee, in New York, New York, as security registrar. We may change the
place and designate one or more additional places for registration of transfer
and exchange but we are required to maintain an office or agency in New York,
New York for that purpose.
We are not required to execute or to provide for the registration of
transfer or exchange of any debt security
o during a period of 15 days prior to giving any notice of
redemption with respect to that debt security, or
o that has been selected for redemption in whole or in part, except
the unredeemed portion of any debt security being redeemed in
part.
Indenture, Sections 3.6 and 4.2
We may issue all or some of the debt securities in book-entry form,
which means that global notes, not certificates, will represent the debt
securities. If we issue global notes representing any debt securities, then a
depository that we select will keep a record of the beneficial interests in the
global notes and record any transfers of beneficial interests. The global notes
will be registered in the name of the depository and the depository will be
considered the sole owner of the debt securities represented by the global notes
for all purposes of the indenture.
We will describe any additional requirements as to the form and method
of exchange of debt securities in the prospectus supplement. Indenture, Sections
2.4 and 3.1
9
Payment of Interest. Unless we state otherwise in the prospectus
supplement, we will pay interest on each debt security to the person in whose
name the debt security is registered as of the close of business on the regular
record date for that interest payment date. If we have defaulted in the payment
of interest on any debt security, we may pay the defaulted interest to the
holder of the debt security as of the close of business on a special record date
that is not less than 10 days prior to the date we propose to pay the defaulted
interest. Notice of the special record date will be given by mail at least 15
days before the special record date. We may also pay defaulted interest in any
other lawful manner permitted by requirements of any securities exchange on
which the debt security may be listed, if the trustee deems that manner of
payment practicable. Indenture, Section 3.8
Unless we state otherwise in the prospectus supplement, we will pay the
principal of and premium, if any, and interest at maturity at the corporate
trust office of the trustee, in New York, New York, as our paying agent. We may
change the place of payment. We may appoint one or more additional paying agents
and may remove any paying agent, all at our discretion. Indenture, Section 4.2
If we deposit money with the paying agent to pay any amounts due on the
debt securities and the holder does not claim the money within two years, the
paying agent will return the money to us and we will be responsible for paying
the holder. Indenture, Section 12.5
Events of Default. The following are events of default with respect to
any series of debt securities:
o failure to pay the principal of, or premium, if any, on, any debt
security of that series when due and payable at maturity and upon
redemption, and the time for payment has not been extended or
deferred
o failure to pay interest on any debt security of that series when
due and our failure continues for 30 days, and the time for
payment has not been extended or deferred
o failure to make a sinking fund payment when due with respect to
debt securities of that series
o failure to observe or perform any other covenant, warranty or
agreement contained in the debt securities of that series or in
the indenture, except for a covenant, agreement or warranty
included in the indenture solely for the benefit of another series
of debt securities, and our failure continues for 60 days after we
have received written notice from the trustee or holders of at
least 25% in aggregate principal amount of the outstanding debt
securities of that series
o certain events relating to our bankruptcy, insolvency or
reorganization
o any other event of default with respect to debt securities of that
series specified in the applicable prospectus supplement
Indenture, Section 6.1
An event of default with respect to the debt securities of any series
does not necessarily constitute an event of default with respect to any other
series of debt securities issued under the indenture. Unless we cure the
default, the trustee is required to notify you of any default known to it within
90 days after the default has occurred. Except in the case of a payment default,
the trustee may withhold notice if it considers such withholding to be in the
interest of the holders. Indenture Section 6.11.
10
If an event of default with respect to debt securities of any series,
other than due to events of bankruptcy, insolvency or reorganization, occurs and
is continuing, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of that series or, in the case of
certain defaults that affect all series then outstanding, the holders of at
least 25% in aggregate principal amount of all debt securities outstanding
acting as a single class, by notice in writing to us, and to the trustee if
given by the holders, may declare the unpaid principal of and accrued interest
to the date of acceleration on all the outstanding debt securities of that
series to be due and payable immediately. The holders of a majority of the
principal amount of the outstanding debt securities of that series or, in the
case of certain defaults that affect all series then outstanding, the holders of
a majority in aggregate principal amount of all debt securities outstanding
acting as a single class, upon the conditions provided in the indenture,
including the requirement that we have paid all the principal and interest that
has become due on that series other than by reason of acceleration, may rescind
an acceleration and its consequences with respect to that series.
If an event of default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal of and accrued interest on the outstanding
debt securities of all series will become immediately due and payable without
any declaration or other act on the part of the trustee or any holder.
Indenture, Section 6.1.
The holders of a majority in principal amount of the outstanding debt
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, with respect to the debt
securities of that series. Indenture, Section 6.9
Subject to the provisions of the indenture relating to the duties of
the trustee, if an event of default shall occur and be continuing, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders, unless the holders
have offered to the trustee reasonable indemnity. Indenture, Section 7.2
The indenture provides that we must periodically file statements with
the trustee regarding compliance by us with all conditions and covenants
contained in the indenture. Indenture, Section 4.6.
Redemption. We will describe any terms for the optional or mandatory
redemption of a particular series of debt securities in the applicable
prospectus supplement. In order to exercise our right to redeem a debt security,
we must give the holder notice by mail at least 30 days prior to the date fixed
for redemption. If we want to redeem fewer than all the debt securities of a
series, the trustee will choose the particular debt securities to be redeemed by
lot or by another method described in the applicable prospectus supplement.
Indenture, Article Fourteen
Consolidation, Merger or Sale. The indenture provides that we will not
consolidate with, merge with or into any person, or sell, all or substantially
all of our assets, unless:
o the successor corporation, if we are not the survivor, expressly
assumes in writing all of our obligations under the outstanding
debt securities and the indenture,
o immediately before and after giving effect to the transaction, no
event of default shall have occurred and be continuing, and
o we deliver to the trustee an officer's certificate and an opinion
of counsel stating that the transaction and the supplemental
indenture comply with the indenture.
11
Indenture, Article Eleven
Modification of Indenture. We may modify the indenture, without notice
to or the consent of any holders of debt securities, with respect to certain
matters that do not materially adversely affect the holders of any debt
securities. Indenture, Section 10.1
In addition, we may modify certain of our rights and obligations and
the rights of holders of the debt securities with the consent of the holders of
not less than a majority in aggregate principal amount of the outstanding debt
securities affected by the modification, voting as one class. Indenture, Section
10.2
No amendment or modification may, without the consent of each holder of
any outstanding debt security affected:
o change the stated maturity of any debt security
o reduce the principal amount of or the amount of any premium on, or
reduce the rate of interest on, or extend the time for payment or
change the method of calculating interest on, any debt security,
or extend the time for payment of those amounts, reduce the amount
payable on redemption, or reduce the amount of principal of an
original issue discount security that would be due and payable
upon acceleration of maturity
o impair the right to institute suit for the enforcement of any
payment with respect to any debt security
o reduce the percentage in principal amount of outstanding debt
securities of any series necessary to modify or amend the
indenture, or to waive compliance with certain provisions of the
indenture or defaults or events of default and their consequences
o subordinate any debt securities to any other of our indebtedness
Indenture, Section 10.2
Waiver. The holders of not less than a majority in aggregate principal
amount of the outstanding debt securities of any series may waive any default or
event of default with respect to that series, except if certain defaults relate
to all series of outstanding debt securities, the holders of not less than a
majority in aggregate principal amount of all outstanding debt securities voting
as one class may waive the default. Payment and bankruptcy defaults and defaults
with respect to a provision that cannot be modified or amended without the
consent of the holder of each debt security affected may not be waived in this
manner. Indenture, Section 6.10
Defeasance. Unless we state otherwise in the prospectus supplement
relating to the debt securities of a particular series, the indenture provides
that we shall be discharged from our obligations under the indenture with
respect to any series of debt securities at any time prior to the maturity date
or redemption of that series when
o we have irrevocably deposited with the trustee, in trust,
o sufficient funds to pay the principal of and premium, if any,
and interest to the maturity date or redemption of, the debt
securities of that series, or
12
o an amount of direct obligations of, or obligations guaranteed
by, the United States government as will be sufficient to pay
when due the principal of, and premium, if any, and interest
to the maturity date or redemption of, the debt securities of
that series, and
o we have paid all other sums payable with respect to the debt
securities of that series.
Upon the discharge of the indenture with respect to a particular
series, the holders of debt securities of that series shall no longer be
entitled to the benefits of the indenture, except for purposes of registration
of transfer, exchange and replacement of lost, stolen or mutilated debt
securities. Indenture, Section 12.1 and 12.3
Concerning the Trustee. We and our affiliates may conduct banking
transactions with the trustee in the normal course of business.
DESCRIPTION OF THE PURCHASE CONTRACTS AND THE UNITS
We may issue purchase contracts, including contracts obligating holders
to purchase and us to sell a specified number of shares of our common stock at a
future date or dates. The price per share of our common stock and the number of
shares of our common stock may be fixed at the time the purchase contracts are
issued or may be determined through a specific formula set forth in the purchase
contracts. We may issue the purchase contracts separately or as a part of units.
A unit may consist of a purchase contract and our debt securities or debt
obligations of third parties, including U.S. Treasury securities, that may
secure the holders' obligations to purchase our common stock under the purchase
contracts. The purchase contracts may require us to make periodic payments to
the unit holders or vice versa, and these payments may be unsecured or prefunded
on some basis. The purchase contracts may require holders to secure their
obligations under the purchase contracts in a specified manner.
The prospectus supplement relating to any particular offered purchase
contracts and/or units will describe the specific terms of the purchase
contracts and/or units, which may be in addition to or different from the
general terms summarized above in this section. When evaluating the purchase
contracts and/or units, you should read the specific description in the
prospectus supplement, including material United States federal income tax
considerations applicable to the purchase contracts and/or units. In addition,
the forms of the purchase contracts and the units will be filed as exhibits to
or incorporated by reference in the registration statement.
RATIOS OF EARNINGS TO FIXED CHARGES
Twelve Months
Twelve Months Ended December 31, Ended September 30,
------------------------------------------- --------------------
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges................... 2.90 2.86 2.85 2.89 3.82 3.39
Supplemental Ratio of Earnings to Fixed Charges(1)... 2.83 2.80 2.79 2.83 3.72 3.34
__________________
(1) Includes fixed charges related to the guaranty of the American Falls
Reservoir District bonds and of the Milner Dam Inc. notes.
13
USE OF PROCEEDS
Unless we state otherwise in the prospectus supplement, we will add the
net proceeds from the sale of the securities to our general funds. We may use
our general funds for any of the following purposes:
o to invest in, or make loans to, our subsidiaries
o to repay other indebtedness
o to pay for acquisitions
If we do not use the proceeds immediately, we may temporarily invest them in
short-term instruments.
PLAN OF DISTRIBUTION
We may sell the securities:
o through underwriters or dealers
o through agents
o directly to a limited number of purchasers or to a single
purchaser
Through Underwriters or Dealers. If we use underwriters in the sale,
the underwriters will buy the securities for their own account. The underwriters
may resell the securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of the sale. The underwriters may sell the securities directly or
through underwriting syndicates that managing underwriters represent. Unless we
state otherwise in the prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to certain conditions,
and the underwriters will be obligated to purchase all of the securities if they
purchase any of them.
If we use a dealer in the sale, we will sell those securities to the
dealer as principal. The dealer may then resell the securities to the public at
varying prices determined at the time of resale.
Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Through Agents. We may from time to time designate one or more agents
to sell the securities. Unless we state otherwise in the prospectus supplement,
any agent will agree to use its best efforts to solicit purchases for the period
of its appointment.
Directly. We may sell the securities directly to one or more
purchasers. In this case, there will be no underwriters or agents.
General Information.
The prospectus supplement will state:
14
o the names of any underwriters, dealers or agents
o the terms of the securities offered
o the purchase price of the securities and the proceeds we will
receive from the sale
o any initial public offering price
o any underwriting discounts and other items constituting
underwriters' compensation
o any discounts or concessions allowed or reallowed or paid to
dealers
We may authorize agents, underwriters or dealers to solicit offers from
certain institutions. We may sell the securities to these institutions for
delayed delivery at a specified date in the future. At that time, they will pay
the public offering price on the terms we describe in the prospectus supplement.
We may agree to indemnify underwriters, dealers and agents against
certain civil liabilities, including liabilities under the Securities Act of
1933.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
these reports at any of the facilities of the Securities and Exchange Commission
listed below:
Public Reference Facilities Regional Office Regional Office
--------------------------- --------------- ---------------
450 Fifth Street, N.W. 175 W. Jackson Boulevard The Woolworth Building
Washington, DC 20549 Suite 900 233 Broadway
Chicago, IL 60604 New York, NY 10279
You may obtain copies of our filed reports from the SEC upon payment of
a duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference facilities. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information about
issuers that file automatically. The address of that site is http://www.sec.gov.
This prospectus is part of a registration statement that we filed with
the SEC. This prospectus does not contain all information in, or exhibits to,
the registration statement. You may inspect the registration statement and
exhibits without charge at the SEC's office, 450 Fifth Street, N.W., Washington,
D.C. 20549, and you may obtain copies upon payment of a duplicating fee.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the following documents that we filed with the SEC (SEC file number
1-14465):
15
o Annual Report on Form 10-K for the year ended December 31, 2000.
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001, as amended by Form
10-Q/A dated December 4, 2001.
o Current Reports on Form 8-K dated August 10, 2001 and December 4,
2001.
o Description of our common stock contained in the registration
statement on Form 8-A, dated October 20, 1999.
o Description of our preferred share purchase rights, contained in
the registration statement on Form 8-A, dated September 15, 1998,
as amended by Form 8-A/A, dated October 20, 1999.
o All documents we file under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this
prospectus and before we terminate the offering.
We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in the prospectus but not delivered with the
prospectus. You may obtain a copy of any of these documents at no cost, by
written or oral request to us at the following address:
Shareowner Services
IDACORP, Inc.
1221 W. Idaho Street
Boise, ID 83702
Telephone 208-388-2200
LEGAL OPINIONS
LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York, New York, a limited
liability partnership including professional corporations, and Robert W.
Stahman, Vice President, General Counsel and Secretary for IDACORP, Inc., will
pass upon the legality of the securities for us. Sullivan & Cromwell, New York,
New York, will pass upon the validity of the securities for any underwriter,
dealer or agent. LeBoeuf, Lamb, Greene & MacRae, L.L.P. and Sullivan & Cromwell
may, for matters governed by the laws of Idaho, rely upon the opinion of Mr.
Stahman. As of February 1, 2002, Mr. Stahman owned 14,256 shares of our common
stock. Mr. Stahman is acquiring additional shares of IDACORP common stock at
regular intervals through employee stock plans.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedule incorporated in this prospectus by reference from
IDACORP's Annual Report on Form 10-K for the year ended December 31, 2000 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, 2001 and 2000, June 30, 2001 and 2000 and September 30,
2001 and 2000, which is incorporated herein by
16
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 IDACORP's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, 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 Securities Act of 1933.
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