Rule 424(b)(3)
File No. 333-83434
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2002)
1,082,145 Shares
IDACORP, INC.
Common Stock
We may offer and sell up to 1,082,145 shares of our common stock from
time to time through BNY Capital Markets, Inc., or BNYCMI, as our agent under a
sales agency agreement. 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. Please see "Plan
of Distribution" beginning on page S-9.
Our common stock is listed on the New York Stock Exchange under the
symbol "IDA." On October 30, 2007, the last reported sale price of our common
stock on the New York Stock Exchange was $34.58 per share.
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Investing in our common stock involves risks. Please see "Risk Factors"
beginning on page S-1, as well as the risk factors in our most recent Annual
Report on Form 10-K and in any other reports we file pursuant to the Securities
Exchange Act of 1934 that we incorporate by reference in this prospectus
supplement and the accompanying prospectus.
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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 supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
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BNY CAPITAL MARKETS, INC.
The date of this prospectus supplement is October 31, 2007
Table of Contents
Prospectus Supplement
Page
About This Prospectus Supplement.............................................ii
Risk Factors................................................................S-1
Forward-Looking Information.................................................S-2
About IDACORP...............................................................S-4
Use of Proceeds.............................................................S-4
Description of Common Stock.................................................S-5
Plan of Distribution........................................................S-9
Where You Can Find More Information........................................S-10
Information Incorporated By Reference......................................S-11
Legal Matters..............................................................S-12
Experts....................................................................S-12
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, and we have sold 1,417,855 shares of common stock for an aggregate
offering price of $49,538,529 in at-the-market offerings as of the date of this
prospectus supplement. 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 Information."
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.
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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
RISK FACTORS
Before you participate in this offering, you should be aware there are
risks in making an investment in our common stock. These risk factors include
the risk factors in our most recent Annual Report on Form 10-K and in any other
reports we file pursuant to the Securities Exchange Act of 1934 that we
incorporate by reference in this prospectus supplement and the accompanying
prospectus, as well as the ones listed below. You should carefully consider
these risk factors and the 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 incorporate by reference and
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 these 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 this Offering of Common Stock
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.
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;
S-1
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 proposing or attempting a
business combination. These regulatory constraints may result in a limited
number of potential buyers.
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. You
should read these cautionary statements with the cautionary statements and risk
factors under "Risk Factors" contained in this prospectus supplement, or with
those included in our most recent Annual Report on Form 10-K and in any other
reports we file pursuant to the Securities Exchange Act of 1934 that are
incorporated by reference in this prospectus supplement and the accompanying
prospectus.
These cautionary statements identify 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 and
the accompanying prospectus. Any statements that express or involve discussions
about expectations, beliefs, plans, objectives, assumptions or future events or
performance are not statements of historical fact and may be forward-looking.
Those statements often, but not always, use
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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. 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 and compliance with governmental policies, including new
interpretations of existing policies, and regulatory actions and
regulatory audits, including those of the Federal Energy Regulatory
Commission, the North American Electric Reliability Corporation,
the Western Electricity Coordinating Council, 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, provision of transmission
services, 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 Energy Policy Act of 2005;
o litigation and regulatory proceedings, including those resulting
from the energy situation in the western United States, and
penalties 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, transmission and distribution
facilities including an 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 availability of transmission;
o blackouts or other disruptions of Idaho Power Company's or the
western interconnected transmission systems;
o impacts from the potential formation of a regional transmission
organization or the development of another transmission group;
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, including
costs and availability of materials and commodities, 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 and other natural risks, such
as earthquake, flood, drought, lightning, wind and fire, acts of
war or terrorism;
o market conditions that could affect the operations and prospects of
our subsidiaries or their competitors;
o increasing health care costs and the resulting effect on medical
benefits paid for employees;
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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 post-retirement 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.
Any forward-looking statement speaks only as of the date on which we
made the statement. New factors emerge from time to time; we cannot predict all
factors or assess the impact of any emerging factor 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 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 engaged in the generation, purchase,
transmission, distribution and sale of electric energy in a 24,000 square mile
area in southern Idaho and eastern Oregon, with an estimated population of
943,000. 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 generation
developments, two natural gas-fired plants and one diesel-powered generator 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 hydroelectric
generating base.
Our other operating subsidiaries include:
o IDACORP Financial Services, Inc., an investor in affordable housing
and other real estate investments;
o Ida-West Energy Company, an operator of small hydroelectric
generation projects that satisfy the requirements of the Public
Utility Regulatory Policies Act of 1978; and
o IDACORP Energy, a marketer of energy commodities, which wound down
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.
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:
S-4
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.
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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
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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.
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. The rights expire on September 10, 2008, unless
we redeem or exchange them earlier. 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
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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.
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.
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, amendment no. 2 on
Form 8-A/A filed on September 28, 2004, and amendment no. 3 on Form 8-A/A filed
on May 2, 2007, 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, as amended by amendment no. 1 thereto, dated May 14, 2007.
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
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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, approves, or the business combination
meets minimum price requirements.
PLAN OF DISTRIBUTION
We have entered into a sales agency agreement, dated as of December 15,
2005, and an amendment thereto, dated as of October 31, 2007, 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. As of the date of this prospectus supplement,
1,417,855 shares have been sold. 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
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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) December 1, 2008 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:
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.
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. 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.
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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, 2006,
filed on March 1, 2007, as amended by amendment no. 1 on Form
10-K/A, filed on March 1, 2007, and by amendment no. 2 on Form
10-K/A, filed on March 26, 2007.
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
2007, June 30, 2007 and September 30, 2007, filed on May 9, 2007,
August 8, 2007 and October 31, 2007, respectively.
o Current Reports on Form 8-K filed on March 20, 2007, May 1, 2007,
May 18, 2007, June 4, 2007, June 11, 2007, June 21, 2007, August
27, 2007 and September 26, 2007.
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, and any further amendments thereto.
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, amendment no. 2 on Form 8-A/A, dated and
filed on September 28, 2004, and amendment no. 3 on Form 8-A/A,
dated and filed on May 21, 2007, and any further amendments
thereto.
We also incorporate by reference all documents we subsequently file
pursuant to Sections 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 are not incorporating by reference any documents that
are not deemed "filed" with the Securities and Exchange Commission, including
any information furnished pursuant to Items 2.02 and 7.01 of Form 8-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in or deemed to be a part of the prospectus shall be
deemed to be modified or superseded for purposes of the prospectus to the extent
that a statement contained in any other subsequently filed document which also
is or is deemed to be incorporated by reference or deemed to be part of the
prospectus modifies or replaces such statement. Any statement contained in a
document that is deemed to be incorporated by reference or deemed to be part of
the prospectus after the most recent effective date may modify or replace
existing statements contained in the prospectus. Any such statement so modified
shall not be deemed in its unmodified form to constitute a part of the
prospectus for purposes of the Securities Act of 1933. Any statement so
superseded shall not be deemed to constitute a part of the prospectus for
purposes of the Securities Act of 1933.
We will provide to each person, including any beneficial owner, to whom
this prospectus supplement and the accompanying prospectus are 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
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not delivered with this prospectus supplement and the accompanying prospectus.
You may obtain a copy of any of this information 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 MATTERS
Thomas R. Saldin, our Senior Vice President and General Counsel, and
Dewey & LeBoeuf LLP, New York, New York, 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 for BNYCMI. Dewey &
LeBoeuf LLP and Sullivan & Cromwell LLP may, for matters governed by the laws of
Idaho, rely upon the opinion of Mr. Saldin. As of October 26, 2007, Mr. Saldin
owned 14,331 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, the related financial statement
schedules, and management's report on the effectiveness of internal control over
financial reporting incorporated in this prospectus supplement by reference from
our Annual Report on Form 10-K for the year ended December 31, 2006, have been
audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their reports, which report on the financial statements and
related financial statement schedules expresses an unqualified opinion and
includes an explanatory paragraph relating to the adoption of Statement of
Financial Accounting Standards No. 158, 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, 2007 and 2006, June 30, 2007 and 2006 and September 30,
2007 and 2006, which is incorporated herein by reference, Deloitte & Touche LLP,
an independent registered public accounting firm, have applied limited
procedures in accordance with 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, 2007, June 30, 2007 and September 30, 2007 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.
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