UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 19, 2007
Exact name of registrants as specified in
Commission their charters, address of principal executive IRS Employer
File Number offices and registrants' telephone number Identification Number
----------- ---------------------------------------------- ---------------------
1-14465 IDACORP, Inc. 82-0505802
1-3198 Idaho Power Company 82-0130980
1221 W. Idaho Street
Boise, ID 83702-5627
(208) 388-2200
State or Other Jurisdiction of Incorporation: Idaho
None
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Former name or former address, if changed since last report.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
IDACORP, Inc.
Idaho Power Company
Form 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 19, 2007, Idaho Power Company ("IPC") entered into an Amended and
Restated Selling Agency Agreement (the "Selling Agency Agreement") with each of
Banc of America Securities LLC, J.P. Morgan Securities Inc., KeyBanc Capital
Markets Inc., RBC Capital Markets Corporation, Wachovia Capital Markets, LLC,
Wedbush Morgan Securities Inc. and Wells Fargo Securities, LLC. On June 19,
2007, IPC entered into a Terms Agreement (the "Terms Agreement") with Banc of
America Securities LLC, J.P. Morgan Securities Inc., Wachovia Capital Markets,
LLC, RBC Capital Markets Corporation, KeyBanc Capital Markets Inc., Wedbush
Morgan Securities Inc. and Wells Fargo Securities, LLC, as purchasers, whereby
Idaho Power Company agreed to sell and the purchasers agreed to purchase,
subject to the terms and conditions expressed therein, $140,000,000 aggregate
principal amount of Idaho Power Company's First Mortgage Bonds, Secured
Medium-Term Notes, Series F, 6.30% Series due 2037 (the "Bonds"). The Bonds are
expected to be issued on June 22, 2007, subject to the terms and conditions
expressed in the Terms Agreement and in the Selling Agency Agreement.
The Terms Agreement and the Selling Agency Agreement contain representations,
warranties and agreements of IPC, customary conditions to closing,
indemnification rights and obligations of the parties and termination
provisions. The Terms Agreement and Selling Agency Agreement are filed as
Exhibits 1.1 and 1.2 hereto, respectively.
ITEM 8.01 OTHER MATTERS
As previously reported, on May 26, 2004 and June 22, 2004, respectively, two
shareholder lawsuits were filed in the U.S. District Court for the District of
Idaho against IDACORP, Inc. ("IDACORP") and certain of its directors and
officers. The lawsuits, captioned Powell, et al. v. IDACORP, Inc., et al. and
Shorthouse, et al. v. IDACORP, Inc., et al., raised largely similar allegations.
The lawsuits were putative class actions brought on behalf of purchasers of
IDACORP stock between February 1, 2002 and June 4, 2002.
On May 21, 2007, the U.S. District Court for the District of Idaho (Judge Edward
J. Lodge) granted the defendants' motion to dismiss the complaint because the
amended complaint failed to satisfy the pleading requirements for loss
causation. The court also denied the plaintiffs' request to amend the complaint.
On June 19, 2007, the plaintiffs filed a notice of appeal from the District
Court's judgment to the United States Court of Appeals for the Ninth Circuit.
IDACORP and the other defendants intend to defend themselves vigorously, but
IDACORP is unable to predict the outcome of these matters.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Number Description
1.1 Terms Agreement dated June 19, 2007 among Idaho Power
Company and Banc of America Securities LLC, J.P. Morgan
Securities Inc., Wachovia Capital Markets, LLC, RBC Capital
Markets Corporation, KeyBanc Capital Markets Inc., Wedbush
Morgan Securities Inc. and Wells Fargo Securities, LLC, as
purchasers
1.2 Idaho Power Company Amended and Restated Selling Agency
Agreement dated June 19, 2007 between Idaho Power Company
and each of Banc of America Securities LLC, J.P. Morgan
Securities Inc., KeyBanc Capital Markets Inc., RBC Capital
Markets Corporation, Wachovia Capital Markets, LLC, Wedbush
Morgan Securities Inc. and Wells Fargo Securities, LLC
5.1 Opinion of Thomas R. Saldin, Esq., dated June 19, 2007,
filed in connection with Registration Statement on Form S-3
(File No. 333-122153)
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP, dated June
19, 2007, filed in connection with Registration Statement on
Form S-3 (File No. 333-122153)
23.1 Consent of Thomas R. Saldin, Esq. (included in Exhibit 5.1)
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in
Exhibit 5.2)
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Dated: June 21, 2007
IDACORP, INC.
By: /s/ Darrel T. Anderson
----------------------
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer
IDAHO POWER COMPANY
By: /s/ Darrel T. Anderson
----------------------
Darrel T. Anderson
Senior Vice President -
Administrative Services
and Chief Financial Officer
4
INDEX TO EXHIBITS
Number Description
1.1 Terms Agreement dated June 19, 2007 among Idaho Power
Company and Banc of America Securities LLC, J.P. Morgan
Securities Inc., Wachovia Capital Markets, LLC, RBC Capital
Markets Corporation, KeyBanc Capital Markets Inc., Wedbush
Morgan Securities Inc. and Wells Fargo Securities, LLC, as
purchasers
1.2 Idaho Power Company Amended and Restated Selling Agency
Agreement dated June 19, 2007 between Idaho Power Company
and each of Banc of America Securities LLC, J.P. Morgan
Securities Inc., KeyBanc Capital Markets Inc., RBC Capital
Markets Corporation, Wachovia Capital Markets, LLC, Wedbush
Morgan Securities Inc. and Wells Fargo Securities, LLC
5.1 Opinion of Thomas R. Saldin, Esq., dated June 19, 2007,
filed in connection with Registration Statement on Form S-3
(File No. 333-122153)
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP, dated June
19, 2007, filed in connection with Registration Statement on
Form S-3 (File No. 333-122153)
23.1 Consent of Thomas R. Saldin, Esq. (included in Exhibit 5.1)
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in
Exhibit 5.2)