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: _______________________________
PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
IDAHO POWER COMPANY
Annual Stockholders Meeting
May 1, 1996
850 Front St.
Boise Idaho
Date sent to shareholders:
March 26, 1996
UFCW 99R
2501 W. Dunlap Ave.
Phoenix AZ 85201
(602) 572-2149
Dear Fellow Idaho Power Shareholder:
We urge you to vote FOR our shareholder proposal to extend
confidential shareholder voting at 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.
Dozens of companies provide for confidential voting during
proxy contests. In our view, a proxy contest is the most
important time for confidential voting: that is when shareholders
are most concerned about what incumbent management may do if it
finds out they voted against 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, or an
Idaho Power employee, may fear losing favor with management if
they vote stock held in their own name contrary to management's
recommendation.
Shareholders should have the right to vote as they see fit
without having anything to fear. Voting for leadership is, in our
view, a private matter. Secret ballot voting is how union
officials and most government officials are elected.
Some shareholders do not wish to vote for corporate
governance changes unless they are concerned about company
performance. Here is the performance graph contained in the
Company's proxy statement, comparing an investment of $100 on
12/31/90 in Idaho Power with one in Standard & Poor's 500 Index
and the Electric Utilities Index of the Edison Electric
Institute:
Idaho Power S & P 500 EEI 100 Elec.Utilities
1990 100 100 100
1991 119.94 130.47 128.87
1992 123.05 140.41 138.69
1993 144.43 154.56 154.11
1994 120.12 156.86 136.28
1995 165.02 214.86 178.55
Idaho Power has not advised us why it is against this proposal.
Some companies' managements have argued against secret balloting
proposals by contending shareholders can instead obtain
confidentiality by placing their stock in the name of a broker or
other nominee. If you hold through someone else, you alone are
the best judge of whether that nominee or broker will keep your
confidences. If instead you are the record owner, you avoid any
possible brokers' maintenance fees. You might be able to get
shareholder materials faster. Record owners have enhanced legal
rights under state corporation law, such as the right to inspect
corporate records. Record owners 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.
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 November 20, 1996. Feel free to
write us for more information about shareholder proposals.
ELECTION OF DIRECTORS / OTHER MATTERS SET FOR SHAREHOLDER VOTE /
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
We incorporate by reference the information on these
matters in management's proxy statement. We make no
recommendation on how to vote in the directors election or on
auditors.
THIS SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which is the record owner of
100 shares of Idaho Power common stock. We estimate our costs of
solicitation will be $2000. We are a non-profit organization
representing grocery employees in Arizona, and are organizing
Albertson's employees in the face of management opposition
through means we believe improper. Idaho Power's board includes
Albertson's executive John Carley. We have made similar
shareholder proposals at other companies with similar connections
to Albertson's. At the Idaho Power shareholders meeting we will
present the confidential voting proposal and vote your proxy as
you direct, regardless of the outcome of Albertson's labor
situation or whether Carley continues on Idaho Power's board. We
have no interest in bargaining for Idaho Power employees, nor are
aware of any labor dispute at Idaho Power.
VOTING PROCEDURE AND VOTING RIGHTS
IF YOU HAVE ALREADY VOTED ON MANAGEMENT'S CARD, YOU MAY
CHANGE YOUR VOTE: ONLY THE LAST-DATED PROXY CARD COUNTS. A proxy
vote can be revoked 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. The Company can be
contacted at P.O. Box 70, 1221 W. Idaho St., Boise ID 83707. Tel.
(208) 388-2676, Fax (208) 388-6936.
There are several possible ways of voting on our proposal:
(1) You can return the enclosed proxy card; or
(2) You can vote in person at the shareholders meeting.
(3) We asked management to include this proposal on its card but
it refused. If you use management's current card, it purports to
gives management discretion on how to vote your shares on the
proposal (which it says it will use to vote against the
proposal).
It is possible management will resolicit you with a card allowing
you to direct how your shares will be voted on this proposal. If
you wish to have this option, you may wish to contact management.
All holders of common stock as of March 13, 1996, are
entitled to vote. If you sign the enclosed card but do not
direct us how to vote, we will vote FOR the proposal and not vote
on any other matters. The enclosed card grants no discretionary
voting authority (if matters not listed on the card come before
the meeting, which we do not anticipate, we will not vote your
shares on these matters).
Until the meeting we will keep the content of all cards we
receive confidential from everyone outside our staff. At the
meeting the cards must be presented to the company's tabulator in
order to be counted (under the company's current policy,
management may then view them). Any information on the enclosed
survey which identifies you will not be disclosed other than to
our agents and will not be not used for anything other than
confirming the validity of the survey response and communications
on shareholder voting issues.
An affirmative vote of a majority of shares represented at
the meeting is required for passage of the proposal. We
incorporate herein by reference the discussion in the Company's
proxy statement of voting procedures and outstanding securities
(p.1).
THANK YOU FOR VOTING FOR THE PROPOSAL TO EXTEND SECRET BALLOT
VOTING TO WHEN IT COUNTS THE MOST, PROXY CONTESTS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ 85201
PROXY
SOLICITED BY UFCW 99R for
IDAHO POWER COMPANY
ANNUAL MEETING OF SHAREHOLDERS
May 1, 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. The undersigned directs this proxy be voted in
accordance with the instructions below, and grants no
discretionary authority.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
ENVELOPE. 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 [ ]
(2) ELECTION OF DIRECTORS
Nominees: Roger Breezley, John Carley, Jack Lemley, Evelyn
Loveless
FOR all nominees: [ ] WITHHOLD from all nominees [ ]
FOR all nominees except: ____________________________
(3) Ratification of Deloitte & Touche as auditors
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
PRINT NAME/TITLE__________________________ DATE ___________
ADDRESS
___________________________________________________________
_____________________ ___________
ACCOUNT NO. # OF SHARES PHONE No. FAX NO.
IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE LIST THE
NAME AND ADDRESS OF THE RECORD OWNER:
UFCW SURVEY OF IDAHO POWER SHAREHOLDERS
THIS IS A VOLUNTARY SURVEY, NOT A PROXY CARD. 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 ________
To vote to have this at IP, you need to vote at the meeting in
person or by proxy.
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:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone ________ Fax ___________ # of Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201