B3 326534.1 37652 00369
3/10/98 12:44 PM
Exhibit 4(f)
AGREEMENT AND PLAN OF EXCHANGE
This AGREEMENT AND PLAN OF EXCHANGE (this
"Agreement"), dated as of February 2, 1998, is between IDAHO
POWER COMPANY, an Idaho corporation (the "Company"), the
company whose shares will be acquired pursuant to the
Exchange described herein, and IDAHO POWER HOLDING COMPANY,
an Idaho corporation ("IPHC"), the acquiring company. The
Company and IPHC are hereinafter referred to, collectively,
as the "Companies".
WITNESSETH:
WHEREAS, the authorized capital stock of the Company
consists of (a) 50,000,000 shares of Common Stock, $2.50 par
value ("Company Common Stock"), of which 37,612,351 shares
are issued and outstanding, (b) 215,000 shares of 4%
Preferred Stock, $100 par value, of which 166,972 shares are
issued and outstanding, (c) 150,000 shares of Serial
Preferred Stock, $100 par value, of which 150,000 shares are
issued and outstanding and (d) 3,000,000 shares of Serial
Preferred Stock, without par value, of which 500,500 shares
are issued and outstanding; the number of shares of Company
Common Stock being subject to increase to the extent that
shares reserved for issuance are issued prior to the
Effective Time, as hereinafter defined.
WHEREAS, IPHC is a wholly-owned subsidiary of the
Company with authorized capital stock consisting of (a)
120,000,000 shares of Common Stock, without par value ("IPHC
Common Stock"), of which 100 shares are issued and
outstanding and owned of record by the Company and (b)
20,000,000 shares of Preferred Stock, without par value
("IPHC Preferred Stock"), none of which shares are issued
and outstanding;
WHEREAS, the Boards of Directors of the respective
Companies deem it desirable and in the best interests of the
Companies and the shareholders of the Company that each
share of Company Common Stock be exchanged for a share of
IPHC Common Stock with the result that IPHC becomes the
owner of all outstanding Company Common Stock and that each
holder of Company Common Stock becomes the owner of an equal
number of shares of IPHC Common Stock, all on the terms and
conditions hereinafter set forth; and
WHEREAS, the Boards of Directors of the Companies
have each approved and adopted this Agreement and the Board
of Directors of the Company has recommended that its
shareholders approve this Agreement pursuant to the Idaho
Business Corporation Act (the "Act");
NOW, THEREFORE, in consideration of the premises, and
of the agreements, covenants and conditions hereafter
contained, the parties hereto agree with respect to the
exchange provided for herein (the "Exchange") that at the
Effective Time (as hereinafter defined) each share of
Company Common Stock issued and outstanding immediately
prior to the Effective Time will be exchanged for one share
of IPHC Common Stock, and that the terms and conditions of
the Exchange and the method of carrying the same into effect
shall be as follows:
ARTICLE I
This Agreement shall be submitted to the shareholders
of the Company entitled to vote with respect thereto for
approval as provided by the Act.
ARTICLE II
Subject to the satisfaction of the terms and
conditions set forth in this Agreement and to the provisions
of Article VI, IPHC agrees to file with the Secretary of
State of the State of Idaho (the "Secretary of State")
Articles of Share Exchange (the "Articles") with respect to
the Exchange, and the Exchange shall take effect upon the
effective date as specified in the Articles (the "Effective
Time").
ARTICLE III
A. At the Effective Time:
(1) each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time shall be
automatically exchanged for one share of IPHC Common Stock,
which shares shall thereupon be fully paid and non-
assessable;
(2) IPHC shall acquire and become the owner and
holder of each issued and outstanding share of Company
Common Stock so exchanged;
(3) each share of IPHC Common Stock issued and
outstanding immediately prior to the Effective Time shall be
canceled and shall thereupon constitute an authorized and
unissued share of IPHC Common Stock;
(4) each share of Company Common Stock held under
the Dividend Reinvestment and Stock Purchase Plan, the
Employee Savings Plan and the 1994 Restricted Stock Plan
(including fractional and uncertificated shares) immediately
prior to the Effective Time shall be automatically exchanged
for a like number of shares (including fractional and
uncertificated shares) of IPHC Common Stock, which shares
shall be held under the Dividend Reinvestment and Stock
Purchase Plan, the Employee Savings Plan and the 1994
Restricted Stock Plan, as the case may be; and
(5) the former owners of Company Common Stock shall
be entitled only to receive shares of IPHC Common Stock as
provided herein.
B. Subject to dissenters' rights as set forth in
Part 13 of the Act for the 4% Preferred Stock, $100 par
value and the Serial Preferred Stock, $100 par value, shares
of the Company's 4% Preferred Stock, $100 par value, Serial
Preferred Stock, $100 par value, and Serial Preferred Stock,
without par value, shall not be exchanged or otherwise
affected in connection with the Exchange and, to the extent
issued and outstanding immediately prior to the Effective
Time, shall continue to be issued and outstanding following
the Exchange as shares of the Company of the applicable
series designation.
C. As of the Effective Time, IPHC shall succeed to
the Dividend Reinvestment and Stock Purchase Plan as in
effect immediately prior to the Effective Time, and the
Dividend Reinvestment and Stock Purchase Plan shall be
appropriately amended to provide for the issuance and
delivery of IPHC Common Stock on and after the Effective
Time.
D. As of the Effective Time, the Employee Savings
Plan and the 1994 Restricted Stock Plan shall be
appropriately amended to provide for the issuance and
delivery of IPHC Common Stock on and after the Effective
Time.
ARTICLE IV
The filing of the Articles with the Secretary of
State and the consummation of the Exchange are subject to
the satisfaction of the following conditions precedent:
(1) the approval by the shareholders of the Company,
to the extent required by the Act, of this Agreement;
(2) the approval for listing, upon official notice
of issuance, by the New York Stock Exchange, of IPHC Common
Stock to be issued and reserved for issuance pursuant to the
Exchange;
(3) the receipt of such orders, authorizations,
approvals or waivers from the Idaho Public Utilities
Commission and all other regulatory bodies, boards or
agencies as are required in connection with the Exchange,
which orders, authorizations, approvals or waivers remain in
full force and effect and do not include, in the sole
judgment of the Board of Directors of the Company,
unacceptable conditions; and
(4) the receipt by the Company of a tax opinion of
LeBoeuf, Lamb, Greene & MacRae L.L.P. satisfactory to the
Board of Directors of the Company to the effect that (a)
common shareholders of the Company (i) will recognize no
gain or loss in connection with the Exchange, (ii) will have
the same basis in their IPHC Common Stock after the Exchange
as they had in their Company Common Stock before the
Exchange and (iii) will be entitled to include any period
that they held Company Common Stock before the Exchange when
determining any holding period with respect to IPHC Common
Stock received in the Exchange and (b) IPHC will recognize
no gain or loss upon its receipt of Company Common Stock in
the Exchange.
ARTICLE V
Following the Effective Time, each holder of an
outstanding certificate or certificates theretofore
representing shares of Company Common Stock may, but shall
not be required to, surrender the same to IPHC for
cancellation and reissuance of a new certificate or
certificates in such holder's name or for cancellation and
transfer, and each holder or transferee will be entitled to
receive a certificate or certificates representing the same
number of shares of IPHC Common Stock as the shares of
Company Common Stock previously represented by the
certificate or certificates surrendered. Until so
surrendered or presented for transfer, each outstanding
certificate which, immediately prior to the Effective Time,
represented Company Common Stock shall be deemed and treated
for all corporate purposes to represent the ownership of the
same number of shares of IPHC Common Stock as though such
surrender or transfer and exchange had taken place. The
holders of Company Common Stock at the Effective Time shall
have no right to have their shares of Company Common Stock
transferred on the stock transfer books of the Company, and
such stock transfer books shall be deemed to be closed for
this purpose at the Effective Time.
ARTICLE VI
This Agreement may be amended, modified or
supplemented, or compliance with any provision or condition
hereof may be waived, at any time, by the mutual consent of
the Boards of Directors of the Company and of IPHC;
provided, however, that no such amendment, modification,
supplement or waiver shall be made or effected, if such
amendment, modification, supplement or waiver would, in the
judgment of the Board of Directors of the Company,
materially and adversely affect the shareholders of the
Company.
Notwithstanding shareholder approval of this
Agreement, this Agreement may be terminated and the Exchange
and related transactions abandoned at any time prior to the
time the Articles are filed with the Secretary of State, if
the Board of Directors of the Company determines, in its
sole discretion, that consummation of the Exchange would be
inadvisable or not in the best interests of the Company or
its shareholders.
IN WITNESS WHEREOF, each of the Company and IPHC,
pursuant to authorization and approval given by its Board of
Directors, has caused this Agreement to be executed as of
the date first above written.
IDAHO POWER COMPANY
By:/s/ Jan B. Packwood
Name: Jan B. Packwood
Title: President
IDAHO POWER HOLDING COMPANY
By:/s/ Joseph W. Marshall
Name: Joseph W. Marshall
Title: Chairman and Chief
Executive Officer