SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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)
September 10, 1998
IDACORP, Inc.
(Exact name of registrant as specified in its charter)
Idaho N/A Pending
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1221 W. Idaho Street, P.O. Box 70, Boise, Idaho 83707
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (208) 388-2200
Item 5. Other Events.
On September 10, 1998, the Board of Directors of IDACORP, Inc., an Idaho
corporation (the "Company"), authorized the issuance of one preferred share
purchase right (each a "Right" and collectively, the "Rights") on each
outstanding share of common stock of the Company, without par value (the "Common
Shares"). The issuance is effective at the close of business on October 1, 1998
(the "Record Date"), to the shareholders of record at that time. Each Right
entitles the registered holder, from the Distribution Date (as hereinafter
defined) until the earlier of September 10, 2008 and the redemption or exchange
of the Rights, to purchase from the Company one one-hundredth of a share of A
Series Preferred Stock, without par value (the "Preferred Shares"), of the
Company, at an exercise price of $95, subject to certain adjustments and subject
to any required regulatory approval. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement"), dated as of September
10, 1998 between the Company and The Bank of New York (the "Rights Agent"), the
Rights Agent appointed by the Company.
The Rights will be represented by the certificates for Common Shares and
will not be exercisable or transferable apart from the Common Shares until the
earlier to occur of (i) the close of business on the tenth business day after
the date a Person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
20% or more of the outstanding Voting Shares (as such term is defined in the
Rights Agreement) or (ii) the close of business on the tenth business day
following the commencement of, or announcement of an intention to make a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a Person or group of 20% or more of such outstanding Voting Shares
(such date being called the "Distribution Date").
In the event that (a) the Company consolidates or merges with another
Person (as such term is defined in the Rights Agreement), (b) any Person
consolidates with or merges with or into the Company where the Company is the
surviving corporation and all or part of the Common Shares are changed or
exchanged, (c) 50% or more of the Company's consolidated assets or earning power
are sold, or (d) an Acquiring Person engages in certain "self-dealing"
transactions with the Company specified in the Rights Agreement, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of common shares of the Acquiring Person having an
aggregate market value of two times such exercise price.
In the event that any Person becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right, subject to any required regulatory approval, to receive upon the
exercise thereof at the then current exercise price of the Right that number of
Common Shares or, at the option of the Company, one one-hundredths of a
Preferred Share having an aggregate market value of two times such exercise
price. In the event that regulatory approval for the issuance of Common Shares
or Preferred Shares is not forthcoming, or if there are insufficient authorized
but unissued Common Shares or Preferred Shares to permit the exercise in full of
the Rights, the Company may at its option, with respect to some or all of the
Rights, substitute therefor, subject to the receipt of any required regulatory
approval, cash, securities of the Company and/or its subsidiaries, other assets
or a combination thereof.
The Rights will first become exercisable on the Distribution Date (unless
sooner redeemed) and could then begin trading separately from the Common Shares.
The Rights will expire on September 10, 2008 (the "Final Expiration Date"),
unless the Rights are earlier redeemed or exchanged by the Company, in each case
as described below.
At any time a person becomes an Acquiring Person and prior to the
acquisition by such Acquiring Person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may, subject to the receipt of any
necessary regulatory approval, exchange all but not less than all the Rights
(other than Rights owned by such Acquiring Person which will have become void)
at an exchange ratio per Right of (a) one Common Share, appropriately adjusted,
or (b) cash, securities of the Company and/or its subsidiaries, other assets or
any combination of the foregoing having a value equal to the market value of a
Common Share at the time the Acquiring Person became such.
At any time prior to the close of business on the tenth business day after
a person has become an Acquiring Person, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $0.01 per Right
(the "Redemption Price").
Immediately upon the action of the Board of Directors of the Company
electing to redeem or exchange the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price or the securities or assets to be received upon the exchange.
The terms of the Rights may be amended in any respect without the consent
of the holders of the Rights prior to the date an Acquiring Person becomes such.
Thereafter the Rights Plan may be amended in any manner not adverse to the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The exercise price payable, and the number of Preferred Shares or other
securities or property issuable, upon the exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a preferential quarterly
dividend payment equal to the greater of $1 per share or an aggregate dividend
of 100 times the dividends declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a
preferential liquidation payment equal to the greater of $100 per share or 100
times the liquidation payment made per Common Share. These rights are protected
by customary antidilution provisions.
With certain exceptions, no adjustment in the exercise price will be
required until cumulative adjustments require an adjustment of at least l% of
such exercise price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares.
One Right will be distributed to shareholders of the Company for each
Common Share owned of record by them at the close of business on October 1,
1998. Until the earliest of the Distribution Date, the Final Expiration Date or
the redemption of the Rights, the Company will issue one Right with each Common
Share that shall become outstanding so that all Common Shares will have attached
Rights. The Company has initially authorized and reserved 1,200,000 Preferred
Shares for issuance upon exercise of the Rights. As of June 30, 1998, there were
37,612,351 Common Shares issued and outstanding. 3,161,321 Common Shares were
reserved for issuance for certain stock plans.
The present distribution of the Rights is not taxable to the Company or its
shareholders. The Rights are not dilutive and will not affect reported earnings
per share. The Company will receive no proceeds from the issuance of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company, except pursuant
to an offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors prior to the time that a person or group has
acquired beneficial ownership of 20% or more of the Common Shares, since until
ten business days after such time the Rights may be redeemed by the Company at
$0.01 per Right.
The Rights Agreement between the Company and the Rights Agent specifying
the terms of the Rights is attached hereto as an exhibit. The foregoing
description of the Rights is qualified in its entirety by reference to the
Rights Agreement.
Item 7. Exhibits.
4 Rights Agreement, dated as of September 10, 1998, between
IDACORP, Inc. and The Bank of New York, as Rights Agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IDACORP, Inc.
By: /s/ Robert W. Stahman
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Name: Robert W. Stahman
Title: Vice President,
General Counsel and
Corporate Secretary
Dated: September 15, 1998
Exhibit Index
Exhibit Page
4 Rights Agreement, dated as of September 10, 8
1998, between IDACORP, Inc. and The Bank of
New York, as Rights Agent.