AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 2003
Registration No. 333-103917
================================================================================
Securities and Exchange Commission
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IDACORP, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Idaho 82-0505802
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) _______________ Identification Number)
1221 West Idaho Street
Boise, Idaho 83702-5627
(208) 388-2200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
---------------
Jan B. Packwood Darrel T. Anderson Robert W. Stahman, Esq.
President and Vice President, Chief Financial Officer Vice President, General Counsel
Chief Executive Officer and Treasurer and Secretary
IDACORP, Inc. IDACORP, Inc. IDACORP, Inc.
1221 West Idaho Street 1221 West Idaho Street 1221 West Idaho Street
Boise, Idaho 83702-5627 Boise, Idaho 83702-5627 Boise, Idaho 83702-5627
(208) 388-2200 (208) 388-2200 (208) 388-2200
(Names, Addresses, Including Zip Codes, and Telephone Numbers,
Including Area Codes, of Agents for Service)
---------------
Copies to:
Elizabeth W. Powers, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
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Approximate date of commencement of proposed sale to the public: On
and after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. | |_____________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. | |___________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. | |
Pursuant to Rule 429, the prospectus filed as part of this
post-effective amendment to the registration statement is being filed as a
combined prospectus in connection with this post-effective amendment to the
registration statement and registration statement File No. 333-65698.
================================================================================
PROSPECTUS
Shares
IDACORP, Inc.
Dividend Reinvestment and Stock Purchase Plan
Common Stock
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The IDACORP Dividend Reinvestment and Stock Purchase Plan is a simple and
convenient method of purchasing IDACORP common stock. The plan is open to:
o our common shareholders
o residential customers of Idaho Power Company and
o other investors who may participate by making an initial investment in
our common stock of at least $200 but not more than $20,000.
Once you are enrolled in the plan, you may:
o reinvest dividends on some or all of your common stock
o purchase additional common stock through cash payments made by check
or by automatic monthly withdrawals from a checking or savings account
o sell common stock through the plan
o deposit common stock certificates for safekeeping
o execute certain transactions by telephone or online
o transfer shares to the existing account of another participant or to a
newly-created account of a person not participating in the plan and
o purchase shares for the account of another person.
We will reinvest dividends on all common stock held in your plan account.
Our common stock is listed on the New York Stock Exchange and the Pacific
Exchange under the symbol "IDA." The reported last sale price of our common
stock on the New York Stock Exchange on August , 2003 was $ per share.
Our executive offices are located at 1221 West Idaho Street, Boise, Idaho
83702-5627, and our telephone number is (208) 388-2200.
To the extent required by applicable law in certain jurisdictions, shares
of common stock offered under the plan to persons not presently common
shareholders are offered through Wells Fargo Investments, LLC.
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Please review the risk factors that we have disclosed in our public filings
under the Securities Exchange Act of 1934, as amended. You should also review
the documents incorporated by reference in this prospectus for additional
information you should consider.
Please read this prospectus carefully before investing and retain it for
future reference. We cannot assure you of a profit or protect you against a loss
on the shares of common stock you purchase under the plan.
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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.
August , 2003
TABLE OF CONTENTS
Page
Changes to the Plan...................................................3
Forward-Looking Information...........................................4
About IDACORP.........................................................5
The Plan..............................................................6
Purpose of the Plan................................................6
Eligibility........................................................6
Advantages and Disadvantages.......................................6
Administration.....................................................7
Account Forms......................................................8
Enrollment.........................................................9
Dividend Reinvestment.............................................10
Optional Cash Payments............................................10
Changing Your Investment Options..................................12
Investment Period - Source of Shares - Purchase Price.............12
Expenses to Participants..........................................14
Safekeeping of Certificates.......................................14
Share Transfers and Gifts.........................................15
Selling and Withdrawing Shares....................................15
Termination of Participation......................................16
Certificates for Shares - Accounts................................17
Account Access....................................................17
Account Statements................................................18
Other Information.................................................19
Federal Income Tax Consequences......................................20
Use of Proceeds......................................................22
Dividend Policy......................................................22
Where You Can Find More Information..................................22
Information Incorporated by Reference................................23
Legal Opinions.......................................................24
Experts..............................................................24
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We are offering to sell shares of common stock and seeking offers to buy
shares of common stock only in jurisdictions where offers and sales are
permitted.
The information contained in this prospectus, including any
information incorporated by reference, is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or any sale of
the common stock.
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Changes to the Plan
We have amended and restated our Dividend Reinvestment and Stock Purchase
Plan. Amendments to the plan include:
o changing the plan administrator to Wells Fargo Shareowner
ServicesSM
o changing the fees that the plan administrator charges
participants to purchase or sell shares for their accounts
o allowing participants to execute certain transactions by
telephone
o allowing participants to view their account information and
execute certain transactions online
o allowing participants to make optional cash payments by automatic
monthly withdrawals from their bank accounts
o changing the investment period for initial investments and
optional cash payments and
o instituting a $10 enrollment fee for investors who are not
already common shareholders of IDACORP, Inc.
All participants in the old plan will automatically continue in the amended
plan. If you are a participant in the old plan and, after reviewing this
prospectus, you do not wish to continue participation in the plan, please
contact the plan administrator.
The plan does not represent a change in our dividend policy, which will
continue to depend on future earnings, financial requirements and other factors.
The payment of dividends is at the sole discretion of our board of directors,
which may change the amount and timing of dividends at any time without notice.
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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 should be read with the cautionary statements and risk
factors included in our Annual Report on Form 10-K for the year ended December
31, 2002 in Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations and in any other reports that we file pursuant to the
Securities Exchange Act of 1934, as amended, which are incorporated in this
prospectus by reference. These cautionary statements identify important factors
that could cause our actual results to differ materially from those projected in
forward-looking statements made by us 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 our control and may cause actual
results to differ materially from those contained in forward-looking statements:
o changes in governmental policies and regulatory actions, including
those of the Federal Energy Regulatory Commission, the Idaho Public
Utilities Commission, and the Oregon Public Utility Commission with
respect to allowed rates of return, industry and rate structure,
acquisition and disposal of assets and facilities, operation 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, and other refund proceedings
o litigation resulting from the energy situation in the western United
States
o economic, geographic and political factors and risks
o changes in and compliance with environmental and safety laws and
policies
o weather variations affecting customer energy usage
o operating performance of plants and other facilities
o system conditions and operating costs
o population growth rates and demographic patterns
o pricing and transportation of commodities
o market demand and prices for energy, including structural market
changes
o changes in capacity and fuel availability and prices
o changes in tax rates or policies, interest rates or rates of inflation
o changes in actuarial assumptions
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o adoption of or changes in critical accounting policies or estimates
o exposure to operational, market and credit risk in energy trading and
marketing operations
o changes in operating expenses and capital expenditures
o capital market conditions
o rating actions by Moody's, Standard & Poor's and Fitch
o competition for new energy development opportunities
o the results of financing efforts, including our ability to obtain
financing on favorable terms, which can be affected by various
factors, including our credit ratings and general economic conditions
o natural disasters, acts of war or terrorism
o legal and administrative proceedings, whether civil or criminal, and
settlements that influence our business and profitability and
o new accounting or Securities and Exchange Commission requirements, or
new interpretation or application of existing requirements.
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 any such 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.
About IDACORP
We are a successor registrant to, and a holding company owning all of the
outstanding common shares of, Idaho Power Company. Idaho Power is an electric
utility incorporated under the laws of the state of Idaho in 1989 as successor
to a Maine corporation organized in 1915. Idaho Power is engaged in the
generation, purchase, transmission, distribution and sale of electric energy in
an approximately 20,000-square-mile area in southern Idaho and eastern Oregon,
with an estimated population of 855,000. Idaho Power holds franchises in 70
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 25
counties in Idaho and three counties in Oregon. Idaho Power owns and operates 17
hydroelectric power plants and one natural gas-fired plant and shares ownership
in three coal-fired generating plants. Idaho Power relies heavily on
hydroelectric power for its generating needs and is one of the nation's few
investor-owned utilities with a predominantly hydroelectric generating base.
Another of our subsidiaries, IDACORP Energy, a marketer of electricity and
natural gas, is in the process of winding down its operations.
Our other significant operating subsidiaries are:
o Ida-West Energy - developer and manager of independent power projects
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o IdaTech - developer of integrated fuel cell systems
o IDACORP Financial Services - low-income housing and other real estate
investments
o Velocitus - commercial and residential Internet service provider
o IDACOMM - provider of telecommunications services.
The Plan
Purpose of the Plan
What is the purpose of the plan?
The purpose of the plan is to provide our common shareholders, Idaho Power
Company residential customers and other investors with a convenient and
economical method of investing in our common stock.
Eligibility
Who is eligible to participate in the plan?
Any interested investor is eligible to participate in the plan.
Advantages and Disadvantages
What are the advantages of the plan?
o The plan provides participants with a simple and regular method of
purchasing our common stock.
o Since the plan provides for aggregated purchases of our common stock,
brokerage commissions on purchases of shares on the open market should
be lower than commissions you would ordinarily pay if you purchased
shares directly.
o Unless you so request, you will not receive any certificates for
shares of common stock you purchase under the plan. This relieves you
of the responsibility for the safekeeping of multiple certificates and
protects you against loss, theft or destruction of stock certificates.
o You may send your certificates for shares of IDACORP common stock that
you hold to the plan administrator for safekeeping.
o Each quarter, or more frequently if you make optional cash payments or
request a plan transaction, you will receive a statement of your plan
account, providing a simplified method of record keeping.
o Full investment of funds is possible under the plan because it permits
fractions of shares, as well as full shares, to be credited to your
plan account, and dividends are calculated on both full and fractional
shares.
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o You may execute certain transactions over the telephone or online.
What are the disadvantages of the plan?
Before deciding whether to participate in the plan, you should consider the
following disadvantages of the plan:
o You will not be able to time precisely your purchases through the plan
and will bear the market risk associated with fluctuations in the
price of our common stock pending investment of funds under the plan.
o You will not earn interest on funds held pending their investment.
o Your investment of cash dividends will result in your being treated
for federal income tax purposes as having received a dividend on the
dividend payment date, to the extent of our earnings and profits. You
may have to pay income tax on the dividend even though the dividend is
reinvested and does not provide cash to pay the tax.
o You will not know the actual number of shares of common stock bought
for your account until after the applicable investment period.
o Because the plan administrator will buy shares of common stock for
your account at an average price per share, the price paid for your
shares on any date may be greater than the price at which shares of
our common stock are then trading.
o Sales of shares of common stock held in your plan account may be
delayed. You will bear the market risk pending sale of your shares
pursuant to the plan.
o You may not pledge shares of common stock credited to your plan
account unless you withdraw such shares from the plan.
o Plan accounts are not insured by the Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation or any other
entity.
Administration
Who administers the plan?
Wells Fargo Shareowner ServicesSM, a division of Wells Fargo Bank
Minnesota, N.A., who we refer to in this prospectus as the plan administrator,
administers the plan. The plan administrator is responsible for enrolling new
participants in the plan, reinvesting dividends, processing optional cash
payments, processing share sale requests, depositing and safekeeping plan
shares, processing requests for certificates and issuing account statements. You
may obtain information about the plan, the plan administrator or your plan
account by contacting the plan administrator online, by telephone or in writing.
The plan administrator is also responsible for purchasing and selling
shares of common stock for participants' plan accounts, including the selection
of the broker or dealer through which plan purchases and sales are made. We have
no control over the times or prices at which the plan administrator effects
transactions in the open market or the selection of the broker or dealer used by
the plan administrator to effect open market transactions.
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Internet addresses:
General Inquiries: www.wellsfargo.com/shareownerservices
Account Information: www.shareowneronline.com
Telephone/fax number:
Tel: 1-800-565-7890*
Fax: 1-651-552-6999
*Telephone hours are Monday through Friday, between the hours of 7:00 a.m. and
7:00 p.m. Central Time.
Mailing address: Certified/Overnight Mail:
IDACORP, Inc. IDACORP, Inc.
c/o Wells Fargo Shareowner ServicesSM c/o Wells Fargo Shareowner ServicesSM
PO Box 64863 161 North Concord Exchange
St. Paul, MN 55164-0863 South St. Paul, MN 55075-1139
When communicating with the plan administrator about an existing account,
you should provide your name, account number and a daytime telephone number. Be
sure also to refer to "IDACORP, Inc."
Wells Fargo reserves the right to resign at any time upon reasonable notice
to us, and we reserve the right to replace Wells Fargo or any successor upon
reasonable notice.
Account Forms
What forms do I use to enroll in the plan, request transactions or make
changes to my plan account?
To enroll in the plan, request transactions or make changes to your plan
account, you should complete the appropriate account form and return it to the
plan administrator. We explain the three different forms below. You may obtain
these account forms by contacting the plan administrator by telephone or by
downloading similar forms at www.shareowneronline.com. You should return all
forms to the plan administrator.
Account Authorization Form. An account authorization form is used to enroll
in the plan and, at the time of enrollment, select a dividend reinvestment
option and, if you choose, authorize automatic monthly withdrawals and/or
authorize automated account access. We are enclosing an account authorization
form with this prospectus.
Transaction Request Form. A transaction request form is used to change or
terminate automatic monthly withdrawals, make optional cash payments, sell plan
shares, deposit share certificates, request certificates for plan shares and
terminate participation in the plan. A transaction request form is attached to
each account statement mailed to participants.
Account Election Form. An account election form is used to establish,
change or terminate automatic monthly withdrawals, change record address, make
or change dividend reinvestment elections and authorize automated account
access. You may obtain this form by contacting the plan administrator.
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You may conduct certain transactions by telephone and online without using
these account forms. See below under "Account Access."
Enrollment
How do I enroll in the plan?
You may enroll in the plan online or by completing an account authorization
form and returning it to the plan administrator.
Online. After December 1, 2003, you may enroll online at
www.shareowneronline.com. At the time of establishing online account access, you
will be required to provide certain information in order to complete the
enrollment process. After establishing online account access, you will also be
able to view your account online and conduct certain transactions online. See
below under "Account Access."
Mail. You may also enroll by completing an account authorization form and
returning it to the plan administrator at the address set forth above under
"Administration." You may obtain an account authorization form at any time by
going online or by contacting the plan administrator at the address or telephone
number stated above under "Administration."
In addition to the enrollment procedures described above, interested
investors who are not already common shareholders of record must make an initial
investment. See immediately below for more information about this initial
investment.
Are there any additional enrollment requirements for investors who are not
already common shareholders?
Yes. If you are not a common shareholder of record, you must make an
initial investment and pay a $10 fee in order to enroll in the plan. The size of
the initial investment depends on whether you are a residential customer of
Idaho Power Company.
If you are a residential customer of Idaho Power Company, you may enroll by
sending the plan administrator a completed account authorization form along with
a check or money order for at least $10 but not more than $20,000 plus the $10
enrollment fee.
If you are not an Idaho Power residential customer, you may enroll by
sending the plan administrator a completed account authorization form along with
a check or money order for at least $200 but not more than $20,000 plus the $10
enrollment fee. If you authorize automatic monthly withdrawals from a bank
account, we will waive the initial investment. You will need to send a check or
money order in the monthly withdrawal amount and the $10 enrollment fee to the
plan administrator. You can find more information about automatic electronic
funds transfer under "Optional Cash Payments."
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The plan administrator will make every effort to process your investment in
the next investment period, provided that it receives the funds no later than
two business days prior to the investment period. Otherwise, the plan
administrator holds cash investments for investment in the next investment
period. See below under "Optional Cash Payments" for information about sending
checks to the plan administrator.
How do I participate if my common shares are held for me in the name of my
bank or broker?
Beneficial owners whose shares are registered in names other than their
own, for example, in the name of a broker, bank nominee or trustee, have three
ways to participate in the plan. First, beneficial owners may participate by
having at least one of their common shares registered in their own names.
Second, beneficial owners may make arrangements for such participation with the
broker or fiduciary institution in whose name the stock is registered without
having to transfer any shares into their own names, if the broker or fiduciary
institution agrees to provide such service. In this case, it is the broker or
fiduciary institution that becomes the participant in the plan. Third, a
beneficial owner may enroll in the plan by completing an account authorization
form and making the initial investment that is required for investors who are
not already common shareholders.
Dividend Reinvestment
How does dividend reinvestment work?
The plan administrator will reinvest dividends on all shares held in your
plan account, including any shares that you deposit for safekeeping. You have
the three following dividend reinvestment options on shares registered in your
name:
o Full Dividend Reinvestment. The plan administrator reinvests dividends
on all shares of common stock registered in your name.
o Partial Dividend Reinvestment. The plan administrator reinvests
dividends on only the number of shares of common stock registered in
your name that you specify on the authorization form. We pay the
dividend on the rest of the shares to you in cash.
o Optional Cash Payments Only. We pay dividends on all shares of common
stock registered in your name to you in cash.
When will dividend reinvestment begin?
If the plan administrator receives your properly completed account
authorization form on or before the record date for a dividend, the plan
administrator will begin reinvestment with that dividend.
Optional Cash Payments
How do I make optional cash payments?
After enrolling in the plan, you may make optional cash payments by
authorizing automatic monthly withdrawals from your bank account or by sending a
check or money order to
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the plan administrator at any time. You may vary your optional cash payments
from a minimum of $10 per payment up to a maximum of $20,000 per month.
Check or Money Order. When making optional cash payments by check or money
order, you must include a completed transaction request form. A transaction
request form is attached to your account statement. In addition, you may obtain
a transaction request form by contacting the plan administrator.
You should make your check payable to "Shareowner Services" and include
your account number on your check. Be sure also to refer to "IDACORP, Inc." You
should mail your check directly to the plan administrator at the address set
forth above under "Administration." Do not mail checks to IDACORP, Inc. The plan
administrator will not accept cash or third party checks.
The plan administrator will make every effort to process your payment in
the next investment period. If the plan administrator receives the payment one
business day before the dividend payment date or, in any month in which
dividends are not paid, one business day before the 25th day of the month or if
the 25th day of the month is not a trading day the next business day, the
payment will be invested during the next investment period. Otherwise, the plan
administrator holds cash payments for investment in the next investment period.
You will not earn interest on any cash payments pending their investment into
common stock.
Your check or money order must be in U.S. dollars and drawn on a United
States bank. If you live outside the United States, contact your bank to verify
that they can provide you with a check that clears through a United States bank
and can print the dollar amount in U.S. funds. Due to the longer clearance
period, the plan administrator is unable to accept checks through a non-United
States bank.
You may obtain a refund of any cash payment upon request if the plan
administrator receives the request on or before the second business day prior to
the date on which it is to be invested. However, the plan administrator will not
make any refunds until it has actually collected the funds from your check or
money order.
Automatic Electronic Funds Transfer. Beginning on October 1, 2003, you
may also make optional cash payments by authorizing automatic monthly
withdrawals from a designated United States bank account. With automatic monthly
withdrawals, your bank account is debited four business days before the
beginning of the next investment period.
You will not receive any confirmation of the transfer of funds other than
as reflected in your monthly plan account statements and in your bank account
statements.
To authorize automatic monthly withdrawals from a bank account, new
investors may complete the appropriate section of the account authorization form
and return it to the plan administrator together with a voided blank check for
checking accounts or deposit slip for savings accounts or, after December 1,
2003, go online. Current participants may use an account election form to
authorize monthly automatic withdrawals or, after December 1, 2003, go online.
Your automatic funds transfers will begin as soon as practicable after the plan
administrator receives your request.
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Uncollected Optional Cash Payments. In the event that any check or any
automatic electronic funds transfer is returned unpaid for any reason, the plan
administrator will consider the request for investment of such money null and
void and shall immediately remove from the participant's account shares, if any,
purchased upon the prior credit of such money. The plan administrator shall then
be entitled to sell these shares to satisfy any uncollected amounts. If the net
proceeds of the sale of such shares are insufficient to satisfy the balance of
such uncollected amounts, the plan administrator shall be entitled to sell
additional shares from the participant's account to satisfy the uncollected
balance. The plan administrator will also charge a $25 returned funds fee for an
optional cash payment returned unpaid for any reason, whether the investment was
made by check or by attempted automatic electronic funds transfer from a bank
account. This fee will be collected by the plan administrator through the sale
of the number of shares from the participant's plan account as necessary to
satisfy the fee.
Changing Your Investment Options
May I change my investment options under the plan?
Yes, you may change your investment options at any time by contacting the
plan administrator by telephone, making the request online or completing and
returning an account election form.
Investment Period - Source of Shares - Purchase Price
When will funds be invested under the plan?
The plan administrator will invest funds monthly under the plan. After
October 1, 2003, the plan administrator will invest funds as follows:
Reinvested Dividends
Type of Purchase Investment Period
Original issue stock On the dividend payment date for the common stock -
generally the last day of February and the 30th day of
May, August and November.
Open market purchases Within 30 days after the dividend payment date. The plan
administrator will determine the exact time of open
market purchases.
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Initial Investments and Optional Cash Payments
Type of Purchase Investment Period
Original issue stock On the dividend payment date for the common stock -
generally the last day of February and the 30th day of
May, August and November and on the 25th day of the
month in any month that we do not pay dividends. If
the 25th day of the month is not a trading day, on the
following trading day.
Open market purchases Within 30 days after the dividend payment date or the
25th day of the month in any month that we do not pay
dividends. If the 25th day of the month is not a trading
day, on the following trading day. The plan
administrator will determine the exact time of open
market purchases.
If for any reason purchases are not made within 35 days, the plan
administrator will return your uninvested funds to you.
What is the source of common stock for the plan?
We decide on the source of common stock for the plan. If we choose open
market stock, the plan administrator will purchase common stock on the open
market. If we use original issue or treasury stock for the plan, the plan
administrator will purchase the common stock from us.
Subject to certain limitations, the plan administrator has full discretion
as to all matters relating to open market purchases, including determination of
the number of shares, if any, to be purchased on any day or at any time of day,
the price paid for such shares, the markets on which such shares are purchased,
including on any securities exchange, on the over-the-counter market or in
negotiated transactions, and the persons, including other brokers and dealers,
from or through whom such purchases are made. The plan administrator, in its
sole discretion, has the right to purchase original issue stock directly from us
even if we have directed that the shares should be purchased in the open market
if the plan administrator cannot make all necessary open market purchases within
the investment period.
How many shares will be purchased for me?
The number of shares purchased will depend on the dollar amount you are
investing and the price of the common stock. The plan administrator will credit
your plan account with the number of shares, computed to three decimal places,
equal to the total dollar amount invested, less brokerage commissions, divided
by the weighted average price per share paid to buy the shares.
You may not direct the plan administrator to purchase a specific number of
shares.
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What is the price of common stock purchased under the plan?
The price of common stock purchased on the open market will be the weighted
average price, including brokerage commissions, paid by the plan administrator
to buy the stock during that investment period.
The price of common stock purchased directly from us will be the average of
the reported high and low sales prices as reported on the consolidated
transaction reporting system on the date of purchase.
Expenses to Participants
What expenses do I pay in connection with the plan?
Although we pay all costs of administering the plan, you will incur
expenses in connection with purchases and sales for your plan account.
In connection with purchases, the plan administrator charges a broker
commission of $0.04 per share purchased. The plan administrator deducts this
commission from the share purchase. The plan administrator also charges a $25
fee for checks or automatic electronic funds transfer that are returned unpaid
for any reason.
In connection with sales, the plan administrator charges a service fee of
$10 per transaction and a broker commission of $0.10 per share sold. The plan
administrator deducts these fees directly from the sale check or direct bank
deposit.
Safekeeping of Certificates
May I deposit certificated shares in my account?
Yes, you may deposit with the plan administrator certificates representing
shares of IDACORP common stock, whether or not the shares were acquired under
the plan, at no cost to you. To use this service, send your certificates to the
plan administrator, accompanied by the transaction request form attached to your
account statement. Do not endorse the certificates or complete the assignment
section on the back of the certificates.
Share certificates deposited with the plan administrator are credited to
your account and are treated as if acquired under the plan. You are responsible
for maintaining your own records on the cost basis of certificated shares
deposited with the plan administrator.
We recommend that you use registered mail to send your certificates to the
plan administrator, insuring the certificates for 2% of the current market value
of the stock represented thereby. In any case, you bear the full risk of loss,
regardless of the method used, in the event the certificates are lost.
The plan administrator will add these shares to your plan account and
automatically reinvest dividends on these shares. The plan administrator will
treat these shares in the same way as shares purchased under the plan.
14
Share Transfers and Gifts
May I transfer plan shares to another person?
Yes, you may transfer plan shares to another person, subject to compliance
with any applicable laws. To do this, you must complete and sign a stock power
and return the completed executed stock power to the plan administrator. Your
signature on the stock power must be medallion guaranteed by an eligible
financial institution. You may obtain a stock power form online or by contacting
the plan administrator by telephone. For further instructions relating to the
transfer of plan shares to another person, contact the plan administrator.
May I purchase shares for others?
Yes, you may purchase shares of common stock for others by making cash
investments on their behalf. If the recipient is not already a participant in
the plan, you must have the recipient complete an account authorization form and
return the completed form to the plan administrator together with a $10
enrollment fee and an initial investment of $10 if the recipient is a
residential customer of Idaho Power or $200 if the recipient is not an Idaho
Power residential customer. If the recipient is already a participant in the
plan, you may submit a check of at least $10 with the recipient's account number
and name on it. Be sure also to refer to "IDACORP, Inc."
Selling and Withdrawing Shares
How may I sell shares held in my plan account?
You may request at any time that the plan administrator sell some or all of
the shares held in your plan account by completing a transaction request form or
submitting a written request, which includes your name, account number and
references "IDACORP, Inc.," to the plan administrator.
You may sell plan shares by telephone or online if (i) the current market
value of the shares requested to be sold is $25,000 or less, (ii) you have a
United States bank account and (iii) you have previously authorized automated
account access. These limitations are set to help protect against unauthorized
sales. In addition, the plan administrator, for any reason at its sole
discretion and at any time, has the right to decline to process a telephone or
online sale request and in its place require written submission of the sale
request.
The plan administrator will make every effort to process your sale order on
the next trading day following receipt of your properly completed request,
provided that the plan administrator receives instructions before 5:00 pm
Central Time. Sale requests involving multiple transactions may experience a
delay. The plan administrator will not be liable for any claim arising out of
failure to sell stock on a certain date or at a specific price. You bear this
risk by participating in the plan.
The plan administrator will mail the proceeds from the sale of the shares,
less applicable brokerage commissions and service fees, to you after the
settlement of the sale. You can choose whether to receive the proceeds from the
sale by check payable to the name or names in which
15
your plan account is registered or to have the proceeds deposited directly into
your United States bank account.
If you sell all shares in your account, the plan administrator will
terminate your participation. If you sell fewer than all the shares, you will
continue to participate in the plan, unless you choose to terminate.
May I withdraw shares from my plan account without terminating
participation in the plan?
Yes. You may withdraw any number of whole shares held in your plan account
at any time. You may request a withdrawal by completing a transaction request
form and returning it to the plan administrator or, if the current market value
of the shares to be issued is $50,000 or less, by making the request over the
telephone. The plan administrator will issue a certificate to you without
charge.
Termination of Participation
When and how may I close my plan account?
Your participation in the plan is entirely voluntary. You may terminate
your participation at any time by submitting the appropriate information on the
transaction request form attached to your account statement or by submitting a
written request, which includes your name, account number and references
"IDACORP, Inc.," to the plan administrator. You may also terminate your
participation in the plan by telephone.
The plan administrator must receive a termination request at least one
business day prior to the record date to be effective as to the next cash
dividend. Any such notice the plan administrator receives on or after the
dividend record date will not be effective until dividends paid for such record
date have been reinvested and credited to your account. In addition, the plan
administrator must receive requests to terminate automatic monthly withdrawals
from a bank account at least 15 business days prior to the beginning of the next
scheduled investment period to ensure that your request is effective as to the
next optional cash investment.
Upon termination of your participation in the plan, unless you have
requested that some or all plan shares be sold, the plan administrator will send
you a certificate representing the number of whole shares in your plan account
and a check, less any applicable brokerage commissions and service fees, in the
amount of the market value of any fractional share. If you so request, the plan
administrator will sell some or all plan shares on your behalf. After settlement
of the sale, the plan administrator will send you a check, less any applicable
brokerage commissions and service fees, and a certificate representing any whole
shares not sold.
Shares of common stock credited to your plan account are subject to escheat
to the state in which you reside in the event that such shares are deemed, under
such state's laws, to have been abandoned by you. You, therefore, should notify
the plan administrator promptly in writing of any change of address. Account
statements and other communications to you will be addressed to you at the last
address of record that you provide to the plan administrator.
16
If I terminate participation, may I re-enroll in the plan?
Generally, you may re-enroll in the plan at any time. However, we and the
plan administrator reserve the right to reject an authorization form on any
grounds, including excessive enrolling and termination.
Certificates for Shares - Accounts
Will I receive certificates for shares purchased in the plan?
No. The plan administrator holds the shares purchased for you in your plan
account. This service protects against loss, theft or destruction of stock
certificates.
In whose name will accounts be maintained and certificates registered when
issued?
Your plan account will be maintained in the name or names which appear on
our shareholder records or in the name that you indicate on the account
authorization form.
A certificate for shares, when delivered to you, will be registered in the
name or names in which the account is maintained. If you request in writing,
certificates can be registered and issued in names other than the account name,
provided that your signature on the request is medallion guaranteed by a
financial institution or a brokerage firm that is a member of the medallion
signature guarantee program.
Account Access
May I execute transactions by telephone?
Yes. In order to conduct transactions by telephone, you will need to
authorize automated access for your account and select a personal identification
number for security purposes. Investors who do not currently participate in the
plan must use the account authorization form to establish automated access.
Current participants may establish automated access by completing the
appropriate section on the account election form. You may obtain these forms
from the plan administrator. After you have authorized automated access, you
will be able to:
o Change your dividend reinvestment option
o Change the dollar amount of or terminate automatic monthly withdrawals
from your bank account
o Request a certificate for all or a portion of your whole plan shares,
if the current market value of the shares to be issued is $50,000 or
less and
o Sell all or a portion of your plan shares, if the current market value
of shares to be sold is $25,000 or less and you have a United States
bank account.
17
May I view my account information and execute transactions online?
Yes. You may view your account balance, stock values, dividend information,
reinvestment details and other helpful information at www.shareowneronline.com.
The plan administrator maintains this internet web site. You may also use online
access to:
o Enroll in the plan*
o Change your dividend reinvestment option*
o Authorize, change or terminate automatic monthly withdrawals from your
bank account*
o Sell all or a portion of your shares, if the current market value of
the shares to be sold is $25,000 or less, you have a United States
bank account and, for joint accounts, you have previously authorized
automated account access and
o Update your personal information.
*This online feature will be available after December 1, 2003.
How do I establish online access?
You may establish online access or, after December 1, 2003, enroll in the
plan online by going to www.shareowneronline.com and clicking on "Here." Next,
simply click on "First Time Visitor" and follow the instructions provided.
Participation in the plan through the plan administrator's online services is
voluntary.
Account Statements
What kind of reports will I receive from the plan administrator?
The plan administrator maintains an account for each plan participant and
sends account statements to each participant as soon as practicable after each
quarterly dividend reinvestment, after each optional cash investment and after
any transfer, sale, deposit or withdrawal of plan shares. Included as a part of
the statement is a transaction request form that you may use for requesting plan
transactions.
The account statements provide you with records of your purchases and sales
and should be retained for tax purposes. It is important to retain all
statements you receive as the plan administrator currently charges a fee of $15
per year to supply historical statement information.
In addition, you will receive copies of all communications sent to all
holders of our common stock, including the annual report, the notice of annual
meeting and proxy statement, and any reports or informational statements
required by the Internal Revenue Service.
18
Other Information
What happens when I sell or transfer all of the shares registered in my
name?
If you sell all shares of common stock registered in your name, the plan
administrator will, unless you instruct it otherwise, continue to reinvest the
dividends on the shares credited to your plan account.
If you transfer all shares of stock registered in your name into a new
registration, the plan administrator will not automatically transfer the plan
account to the new registration. You must contact the plan administrator to
request a transfer of plan shares.
What happens if IDACORP issues a stock dividend, declares a stock split or
has a rights offering?
The plan administrator will credit your plan account with any shares
distributed as a stock dividend or stock split on shares in your plan account.
Stock dividends or splits on shares registered in your own name will be mailed
directly to you.
If we have a rights offering, the plan administrator will sell such rights
on the open market and credit your plan account with the net proceeds of the
sale. The net proceeds will then be invested as an optional cash payment.
A rights offering referred to in this question is not related to the
preferred share purchase rights attached to the common stock.
How do I vote my shares at meetings of shareholders?
You will receive a proxy card for the whole shares credited to your plan
account combined with those common shares you hold registered in your name. The
proxies will vote the shares in accordance with your instructions on the proxy.
May I pledge shares credited to my plan account?
No. You may not pledge shares in your plan account. If you want to pledge
these shares, you must request that a certificate be issued in your name.
What are the responsibilities of IDACORP and the plan administrator under
the plan?
We and the plan administrator will not be liable under the plan for any act
or failure to act done in good faith in administering the plan. This includes,
without limitation, any claim of liability relating to
o failure to terminate your account upon your death prior to receiving
written notice of your death
o the prices at which or the times when common stock is purchased or
sold
o any changes in the market value of our common stock.
19
This immunity does not relieve us or the plan administrator of any liability for
violations of applicable federal securities laws.
We and the plan administrator cannot assure you of a profit or protect you
against a loss on shares purchased under the plan.
Who interprets and regulates the plan?
Our board of directors interprets and regulates the plan.
Can IDACORP change or terminate the plan?
We may change the terms of the plan, including any fees, or terminate the
plan at any time. We will notify you of any material changes to the plan.
* * * *
Federal Income Tax Consequences
The following description is only a summary of certain federal income tax
consequences of participation in the plan and does not purport to be a complete
description of all federal income tax consequences of participation in the plan.
The description may be affected by future legislation, Internal Revenue Service
rulings and regulations, or court decisions. Accordingly, plan participants
should consult with their own tax advisors with respect to the federal, state
and local tax consequences of participation in the plan. The taxation of foreign
shareholders is complicated, and, except as noted, is not discussed in this
prospectus. Accordingly, plan participants should consult with their own tax
advisors with respect to federal and foreign tax consequences of the plan.
With respect to reinvested cash dividends used to purchase authorized but
unissued shares or treasury shares of common stock from us, a participant will
be treated for federal income tax purposes as having received a distribution in
an amount equal to the fair market value of the number of shares, including
fractional shares, of common stock purchased with such reinvested cash dividends
on the stock dividend payment date. This distribution will be treated as
dividend income to the participant to the extent of our current and accumulated
earnings and profits, as determined for federal income tax purposes, and as
reported as such on Form 1099-DIV. The participant's basis in the shares so
purchased will be equal to the fair market value of such shares on the dividend
payment date.
With respect to reinvested cash dividends used to purchase shares of common
stock on the open market or through negotiated transactions, a participant will
be treated for federal income tax purposes as having received a distribution in
an amount equal to the cash dividends reinvested. This distribution will be
treated as dividend income to the participant to the extent of our current and
accumulated earnings and profits, as determined for federal income tax purposes,
and as reported as such on Form 1099-DIV. The participant's basis in the shares
so purchased will be equal to the amount treated as a dividend distribution to
such participant, plus any brokerage commissions paid by the participant to
obtain the shares.
20
A participant who purchases common stock with optional cash payments will
recognize no income upon such purchase. The basis of shares purchased in this
manner will be the amount of the optional cash investment plus any brokerage
commissions paid by the participant to obtain the shares.
The full amount of the dividend income is taxable to a participant, except
that in the case of a corporate shareholder such participant is eligible for a
dividends received deduction equal to (i) 70% of the dividends received if the
corporate shareholder owns less than 20% of the voting power and value of our
outstanding stock (other than non-voting, non-convertible, non-participating
preferred stock) or (ii) 80% of the dividends received if the corporate
shareholder owns 20% or more of the voting power and value of our outstanding
stock (other than any non-voting, non-convertible, non-participating preferred
stock). The dividends received deduction for corporate shareholders is subject
to certain holding period, taxable income and other limitations.
A participant's holding period for shares of common stock acquired pursuant
to the plan will begin on the day following the date the shares are credited to
the participant's account.
A participant will not realize income as a result of receipt of
certificates for whole shares of common stock credited to the participant's
account, either upon the participant's request for those shares or upon
withdrawal from participation in, or termination of, the plan.
A participant will realize gain or loss when the shares of common stock
held in his or her plan account are sold or exchanged and, in the case of a
fractional share, when the participant receives a cash payment for a fraction of
a share of common stock credited to the participant's account upon termination
of participation in, or termination of, the plan. The amount of such gain or
loss will be the difference between the amount that the participant receives for
the shares or fraction of a share and the tax basis thereof.
For participants who are subject to "backup" withholding, we will invest in
shares of common stock an amount equal to the cash dividends less the amount of
tax required to be withheld. Backup withholding generally will apply if a
participant (a) fails to furnish his or her taxpayer identification number
(TIN), which for an individual is either his or her social security number (SSN)
or individual taxpayer identification number (ITIN), (b) furnishes an incorrect
TIN, (c) has been notified previously by the Internal Revenue Service that he or
she has failed to report properly payments of interest and dividends, or (d) has
failed to certify that he or she is not subject to backup withholding.
In the case of those foreign holders of our stock whose dividends are
subject to United States withholding tax, we will apply the net amount of the
dividends of such foreign shareholders, after the deduction of withholding taxes
(including withholding taxes owing by reason of the purchase of shares of common
stock with reinvested stock dividends), to the purchase of shares of common
stock. The statements confirming purchases made for foreign shareholders will
indicate the amount of federal tax withheld. We may not refund withholding taxes
that we withhold, but an individual participant may claim it as a credit on his
or her federal income tax return.
21
Use of Proceeds
We will receive no proceeds when we use common stock purchased on the open
market for the plan. When we instruct the plan administrator to use original
issue common stock for the plan, we will use the proceeds for general corporate
purposes.
Dividend Policy
It is generally our practice to pay dividends on our common shares on the
last day of February and the 30th day of May, August and November. We cannot
give you any assurance as to the amount of future dividends.
The amount and timing of dividend payments on our common stock are within
the sole discretion of our board of directors. The board reviews the common
dividend rate quarterly to determine its appropriateness in light of our current
and long-term financial position and results of operations, capital
requirements, rating agency requirements, legislative and regulatory
developments affecting the electric utility industry in general and Idaho Power
Company in particular, competitive conditions and any other factors the board
deems relevant.
We are challenged by operating results that are significantly below the
current annual dividend. With the wind down of IDACORP Energy, the long-term
sustainability of the dividend is primarily dependent upon the earnings and
operating cash flow generated by Idaho Power Company. Idaho Power Company's
earnings and operating cash flow depend on many factors, but the most
significant are weather and hydroelectric generating conditions, the ability to
obtain rate relief to cover operating costs and capital spending requirements.
The impacts of lower than anticipated cash flows in 2003, expected increases in
investments in utility plant in 2004 and 2005 and credit quality considerations
are also factors being considered.
Because of these factors, IDACORP's ability to sustain the level of
dividends paid in the past is less certain and it is possible the board of
directors may reduce the dividend as early as 2003. The board of directors will
continue to evaluate these and other factors in determining the appropriate and
sustainable level of payout to IDACORP shareholders going forward. The board of
directors has made no determination at this time as to the long-term
sustainability of the existing dividend on common stock.
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 Suite 1300
New York, NY 10279
22
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 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):
o Annual Report on Form 10-K for the year ended December 31, 2002
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003
and June 30, 2003
o Current Reports on Form 8-K dated March 20, 2003, March 27, 2003, May
2, 2003, May 7, 2003, May 16, 2003 and August 7, 2003
o Description of our common stock contained in the registration
statement on Form 8-A, dated October 20, 1999 and any amendments
thereto
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 and any amendments
thereto
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 this information at no cost, by writing to
or telephoning us at the following address:
Shareowner Services
IDACORP, Inc.
1221 W. Idaho Street
Boise, ID 83702
Telephone 208-388-2200
23
You may also access these documents at our website at www.idacorpinc.com.
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, have given
us their opinions on the validity of the common stock and the attached preferred
share purchase rights being offered under the plan. LeBoeuf, Lamb, Greene &
MacRae, L.L.P., has, for matters governed by the laws of Idaho, relied upon the
opinion of Mr. Stahman. As of August 1, 2003, Mr. Stahman owned 22,777 shares of
Company 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 financial statement
schedule of IDACORP incorporated in this prospectus by reference to IDACORP's
Annual Report on Form 10-K for the year ended December 31, 2002, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to changes in accounting for goodwill and the
presentation of energy trading activities), 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, 2003 and 2002 and June 30, 2003 and 2002, which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports, included in IDACORP's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, 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.
24
==========================================================================================================================
You should rely only on the information contained or
incorporated by reference in this prospectus. We have not IDACORP, Inc.
authorized anyone to provide you with different
information. We are offering to sell shares of common stock
and seeking offers to buy shares of common stock only in
jurisdictions where offers and sales are permitted. The
information contained in this prospectus, including any
information incorporated by reference, is accurate only as
of the date of this prospectus, regardless of the time of _____________
delivery of this prospectus or any sale of the common stock.
-------------
TABLE OF CONTENTS Dividend Reinvestment
and Stock Purchase Plan
Page
Changes to the Plan....................................3
Forward-Looking Information............................4 _____________
About IDACORP..........................................5
The Plan...............................................6
Purpose of the Plan...............................6
Eligibility.......................................6
Advantages and Disadvantages......................6
Administration....................................7 Common Stock
Account Forms.....................................8
Enrollment........................................9 Cusip # 451107106
Dividend Reinvestment............................10
Optional Cash Payments...........................10
Changing Your Investment Options.................12
Investment Period - Source of
Shares - Purchase Price........................12
Expenses to Participants.........................14
Safekeeping of Certificates......................14
Share Transfers and Gifts........................15
Selling and Withdrawing Shares...................15 _____________
Termination of Participation.....................16
Certificates for Shares - Accounts...............17 PROSPECTUS
Account Access...................................17 _____________
Account Statements...............................18
Other Information................................19
Federal Income Tax Consequences.......................20 August , 2003
Use of Proceeds.......................................22
Dividend Policy.......................................22
Where You Can Find More Information...................22
Information Incorporated by Reference.................23
Legal Opinions........................................24
Experts...............................................24
==========================================================================================================================
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
Exhibit File Number As Exhibit
------- ----------- ----------
*2 333-48031 2 Agreement and Plan of Exchange between
IDACORP, Inc. and Idaho Power Company,
dated as of February 2, 1998.
*4(a) 333-64737 3.1 Articles of Incorporation of IDACORP, Inc.
*4(b) 333-64737 3.2 Articles of Amendment to Articles of
Incorporation of IDACORP, Inc., as filed
with the Secretary of State of Idaho on
March 9, 1998.
*4(c) 333-00139 3(b) Articles of Amendment to Articles of
Incorporation of IDACORP, Inc. creating
A Series Preferred Stock, without par
value, as filed with the Secretary of State
of Idaho on September 17, 1998.
*4(d) 33-56071 3(d) Articles of Share Exchange of IDACORP, as
filed with the Secretary of State of Idaho
on September 29, 1998.
*4(e) 333-104254 4(e) Amended Bylaws of IDACORP, Inc. amended on
March 20, 2003, and presently in effect.
*4(f) 1-14465 4 Rights Agreement, dated as of September 10,
Form 8-K, dated 1998 between IDACORP, Inc. and Wells Fargo
September 15, Bank Minnesota, N.A., as successor Rights
1998 Agent to The Bank of New York.
15 Letter from Deloitte & Touche LLP regarding
unaudited interim financial information.
23 Consent of Deloitte & Touche LLP.
-------------
*Previously filed and incorporated herein by reference.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boise and State of Idaho,
on the 12th day of August, 2003.
IDACORP, Inc.
By /s/ Jan B. Packwood
---------------------------------
Jan B. Packwood
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board August 12, 2003
------------------------------------
(Jon H. Miller)
/s/ Jan B. Packwood President, Chief Executive Officer August 12, 2003
------------------------------------ and Director
(Jan B. Packwood)
/s/ Darrel T. Anderson Vice President, Chief Financial August 12, 2003
------------------------------------ Officer and Treasurer (Principal
(Darrel T. Anderson) Financial Officer) (Principal
Accounting Officer)
* Director August 12, 2003
------------------------------------
(Rotchford L. Barker)
* Director August 12, 2003
------------------------------------
(John B. Carley)
II-2
* Director August 12, 2003
------------------------------------
(Christopher L. Culp)
* Director August 12, 2003
------------------------------------
(Jack K. Lemley)
* Director August 12, 2003
------------------------------------
(Gary G. Michael)
* Director August 12, 2003
------------------------------------
(Peter S. O'Neill)
* Director August 12, 2003
------------------------------------
(Robert A. Tintsman)
*By: /s/ Robert W. Stahman
----------------------
(Robert W. Stahman)
(Attorney-in-fact)
II-3
Exhibit Index
Exhibit File Number As Exhibit
------- ----------- ----------
*2 333-48031 2 Agreement and Plan of Exchange between
IDACORP, Inc. and Idaho Power Company,
dated as of February 2, 1998.
*4(a) 333-64737 3.1 Articles of Incorporation of IDACORP, Inc.
*4(b) 333-64737 3.2 Articles of Amendment to Articles of
Incorporation of IDACORP, Inc., as filed
with the Secretary of State of Idaho on
March 9, 1998.
*4(c) 333-00139 3(b) Articles of Amendment to Articles of
Incorporation of IDACORP, Inc. creating
A Series Preferred Stock, without par
value, as filed with the Secretary of State
of Idaho on September 17, 1998.
*4(d) 33-56071 3(d) Articles of Share Exchange of IDACORP, as
filed with the Secretary of State of Idaho
on September 29, 1998.
*4(e) 333-104254 4(e) Amended Bylaws of IDACORP, Inc. amended on
March 20, 2003, and presently in effect.
*4(f) 1-14465 4 Rights Agreement, dated as of September 10,
Form 8-K, dated 1998 between IDACORP, Inc. and Wells Fargo
September 15, Bank as successor to The Bank of New York,
1998 as Rights Agent.
15 Letter from Deloitte & Touche LLP regarding
unaudited interim financial information.
23 Consent of Deloitte & Touche LLP.
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*Previously filed and incorporated herein by reference.