SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Idaho Power Company
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
Payment of Filing Fee (check the appropriate box)
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
____________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount previously paid:
____________________________
2) Form, Schedule or Registration Statement No:
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3) Filing Party: _________________________
Date Filed: _______________________________
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
IDAHO POWER COMPANY
MAY 1, 1996 ANNUAL STOCKHOLDERS MEETING
Date of distribution to shareholders:
March 15, 1996
UFCW 99R Idaho Power
2501 W. Dunlap Ave. 1221 W. Idaho St.
Phoenix AZ Boise ID 83702-5627
Dear Fellow Idaho Power Shareholder:
We urge you to vote FOR our shareholder proposal to bring
true confidential shareholder voting to Idaho Power.
Right now the company's confidential voting policy has a
large exception: management need not keep proxies confidential when
there is a contested proxy solicitation.
In our view, a proxy contest is the most important time for
confidential voting: that's when shareholders are most concerned
about what will happen to them if they vote against incumbent
management.
We in no way suggest management has threatened to retaliate
against shareholders. However, shareholders often have business
and personal relationships with members of the Board which go beyond
owning Idaho Power stock. For example, a bank or insurance
company which does business with Idaho Power may fear losing the
company's business if it votes the stock held in its name differently than
management's recommendation.
Shareholders should have the right to vote as they see fit
without having anything to fear, even social pressure. Voting for
leadership is, in our view, a private matter. Secret ballot
voting is how union officials and most government officials are elected.
Companies sometimes argue that shareholders can obtain
confidentiality by placing their stock in the name of a broker or
other nominee. However, by being the record owner rather than the
broker, you avoid brokers' maintenance fees. You may be able to
get shareholder materials faster. You need not worry about a broker
making a mistake in getting your vote counted or keeping your
confidences. Record owners have enhanced legal rights under
state corporation law, such as the right to inspect corporate records.
You should not have to give up all this just to have a secret
ballot vote.
We feel all shareholders deserve the confidentiality
accorded employees who hold through benefit plans: they have the right to
confidentially vote shares held in those plans through the plan's
trustees. Also, these employees should be able to buy stock
outside the plans and not have to give up confidentiality in the
process.
Shareholders deserve a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company extend its
policy of confidential voting to the situation where there
is a proxy solicitation in opposition to the Board of Directors
(exempted from the Company's current confidential voting
policy).
Shareholder approval of this proposal would not bind the board to
adopt confidential voting. However, most companies' boards comply
with recommendations approved by a majority of shareholders.
VOTING PROCEDURE - ELECTION OF DIRECTORS AND OTHER MATTERS TO BE
VOTED
There are several ways of voting on our proposal:
(1) You can return the enclosed proxy card. However, because the
company has not yet announced who its nominees for election to
director will be nor any management proposals, we are not
permitted to vote the enclosed card on those matters. Executing the
enclosed proxy cards thus will waive your right to vote in the directors
election and on other matters, unless you execute a subsequent
proxy card.
(2) After management releases its proxy statement, we will revise
our card to include the directors' election and any other matters
up for a shareholder vote. We will supply revised cards to any
shareholders who returned our previous card.
(3) You can vote in person at the shareholders meeting. The exact
date and place of the meeting have not been announced yet, but
the company bylaws say that the meeting will take place in Boise on
the first Wednesday in May unless the board decides otherwise (May 1,
1996).
(4) Hopefully management's forthcoming proxy card will give you
an opportunity to vote on this proposal. We asked management to do
this and believe it is legally required, but management
disagrees.
We are hopeful that the SEC Staff will resolve the issue. READ
THE COMPANY'S CARD CAREFULLY BEFORE YOU SEND IT IN: IF IT GIVES
MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE AGAINST PROPOSALS, BY
SIGNING IT YOU WILL BE CANCELLING OUT YOUR VOTE ON THE ENCLOSED
CARD.
All holders of common stock as of the record date (to be
announced by the Company) are entitled to vote. You may revoke
your vote at any time by (1) executing a later proxy card; (2)
appearing at the meeting to vote, or (3) delivering the proxyholder or the
Company's secretary written notice of revocation prior to the
date of the meeting. If you sign the enclosed card but do not direct
us how to vote on the proposal we will vote FOR the proposal. We
incorporate herein by reference the discussion in the Company's
1995 proxy statement of voting requirements and outstanding
securities (p.1).
We will keep all cards we receive confidential until the
meeting. At that point they must be presented to the company's
tabulator in order to be counted (under the company's current
policy, management might then view them).
PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives any shareholder who has owned more than
$1000 worth of the company's stock for more than one year the
right to have the company's proxy statement include a shareholder
proposal and supporting statement.
The deadline for submitting such proposals for inclusion in
the proxy statement for the 1997 annual meeting will be in
November 1996 (assuming another May meeting date). The exact deadline will
appear in the Company's forthcoming proxy statement. Feel free to
contact us if you would like more information about how to pursue
a shareholder proposal.
EXECUTIVE COMPENSATION/ SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS
We incorporate herein by reference the information on these
matters contained in last year's proxy statement. More current
information will be contained in management's forthcoming proxy
statement.
SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 100 shares of company
stock. We have no interest in representing Idaho Power employees,
nor are aware of any labor dispute at Idaho Power. We are a non-
profit organization representing grocery employees in Arizona. We
will not have specially engaged proxy solicitors but will use our
regular staff. We will solicit proxies by mail, telephone, and
fax.
THANK YOU FOR VOTING FOR THE PROPOSAL TO EXTEND SECRET BALLOT
VOTING TO WHEN IT REALLY COUNTS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
PROXY
SOLICITED BY UFCW 99R
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
May 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the undersigned
at the annual meeting of Idaho Power Company, and at any
adjournments thereof, on the proposal set forth in the Proxy
Statement. By executing this proxy but no later proxy, the
undersigned hereby waives the right to vote in the upcoming
election of directors and on any other matters which may come
before the meeting. The undersigned hereby directs this proxy be
voted in accordance with the instructions herein.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
ENVELOPE. IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE
NAME AND ADDRESS OF THE RECORD OWNER. PERSONS SIGNING IN
REPRESENTATIVE CAPACITY SHOULD INDICATE AS SUCH. IF SHARES ARE
HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
(1) PROPOSAL TO EXTEND SECRET BALLOT VOTING TO PROXY CONTESTS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
_____________________ ___________
ACCOUNT NO. # OF SHARES
SIGNATURE ________________________________ DATE ___________
SIGNATURE ________________________________ DATE ___________
SURVEY OF IDAHO POWER SHAREHOLDERS
THIS IS NOT A PROXY: PLEASE RETURN IT EVEN IF YOU DO NOT
FILL OUT A PROXY CARD
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
2. What is your favorite thing about the Company?
________________________________
3. What is the worst thing about the Company?
___________________________________
4. List anything you would like management to change:
__________________________________
5. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes ____ No _____ Undecided _______
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL AND NOT USED
FOR ANY COMMERCIAL PURPOSES:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone (optional) ________ # Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201