SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 26, 2004
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Exact name of registrants as specified in
Commission their charters, address of principal executive IRS Employer
File Number offices and registrants' telephone number Identification Number
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1-14465 IDACORP, Inc. 82-0505802
1-3198 Idaho Power Company 82-0130980
1221 W. Idaho Street
Boise, ID 83702-5627
(208) 388-2200
State or Other Jurisdiction of Incorporation: Idaho
None
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Former name or former address, if changed since last report.
IDACORP, Inc.
IDAHO POWER COMPANY
Form 8-K
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On May 26, 2004 a shareholder lawsuit was filed against IDACORP, Inc. and
certain of its directors and officers, Jon H. Miller, Jan B. Packwood, J. LaMont
Keen and Darrel T. Anderson, in the United States District Court for the
District of Idaho. The action, captioned Powell v. IDACORP, Inc., et al. is a
purported class action on behalf of purchasers of IDACORP stock between February
1, 2002 and June 4, 2002.
The complaint alleges that during the purported class period certain IDACORP
executives made materially false and misleading statements or omissions about
the company's financial outlook, thereby artificially inflating the price of the
company's common stock, in violation of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, as amended, and Rule 10b-5. More specifically,
the complaint alleges that the company failed to disclose and misrepresented the
following material adverse facts which were known to defendants or recklessly
disregarded by them: (1) the company failed to appreciate the negative impact
that lower volatility and reduced pricing spreads in the western wholesale
energy market would have on its marketing subsidiary, IDACORP Energy; (2) the
company was forced to limit its origination activities to shorter-term
transactions due to increasing regulatory uncertainty and continued
deterioration of creditworthy counterparties; (3) the company failed to discount
for the fact that Idaho Power may not recover from the lingering effects of the
prior year's regional drought; and (4) as a result of the foregoing, defendants
lacked a reasonable basis for their positive statements about the company and
their earnings projections. The action seeks an unspecified amount of damages,
as well as other forms of relief. IDACORP considers the lawsuit to be without
merit and intends to defend itself vigorously against these allegations.
Certain statements contained in this current report on Form 8-K, including
statements with respect to future earnings, ongoing operations, and financial
conditions, are "forward-looking statements" within the meaning of federal
securities laws. Although IDACORP and Idaho Power believe that the expectations
and assumptions reflected in these forward-looking statements are reasonable,
these statements involve a number of risks and uncertainties, and actual results
may differ materially from the results discussed in the statements. Important
factors that could cause actual results to differ materially from the
forward-looking statements include: 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, relicensing of hydroelectric projects, recovery of purchased
power, recovery of 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; litigation resulting from
the energy situation in the western United States; economic, geographic and
political factors and risks; changes in and compliance with environmental and
safety laws and policies; weather variations affecting customer energy usage;
operating performance of plants and other facilities; system conditions and
operating costs; population growth rates and demographic patterns; pricing and
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transportation of commodities; market demand and prices for energy, including
structural market changes; changes in capacity and fuel availability and prices;
changes in tax rates or policies, interest rates or rates of inflation; changes
in actuarial assumptions; adoption of or changes in critical accounting policies
or estimates; exposure to operational, market and credit risk; changes in
operating expenses and capital expenditures; capital market conditions; rating
actions by Moody's, Standard & Poor's and Fitch; competition for new energy
development opportunities; results of financing efforts, including the ability
to obtain financing on favorable terms, which can be affected by various
factors, including credit ratings and general economic conditions; natural
disasters, acts of war or terrorism; increasing health care costs and the
resulting effect on health insurance premiums paid for employees and on the
obligation to provide post retirement health care benefits; increasing costs of
insurance, changes in coverage terms and the ability to obtain insurance;
technological developments that could affect the operation and prospects of our
subsidiaries or their competitors; legal and administrative proceedings (whether
civil or criminal) and settlements that influence business and profitability;
and new accounting or Securities and Exchange Commission requirements, or new
interpretation or application of existing requirements. Any such forward-looking
statements should be considered in light of such factors and others noted in the
companies' Form 10-K for the year 2003, the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2004 and other reports on file with the Securities
and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Dated: May 27, 2004
IDACORP, Inc.
By:/s/Darrel T. Anderson
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Darrel T. Anderson
Vice President, Chief Financial
Officer and Treasurer
IDAHO POWER COMPANY
By:/s/Darrel T. Anderson
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Darrel T. Anderson
Vice President, Chief Financial
Officer and Treasurer
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