20060508AVU responses.pdf

Avista Corp.
1411 East Mission POBox3727
Spokane, Washington 99220-3727
Telephone [phone]
Toll Free 800-727-9170
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Corp.
May 5 2006
Cecelia A. Gassner
Deputy Attorney General
Idaho Public Utilities Commission
472 W. Washington
Boise, Idaho 83702-5983
RE:Case No. A VU-06-l / A VU-06-
Avista Corporation hereby submits an original and 2 copies of its responses to Staff Data Request
numbers 3, 4 , 7, 8, 14, 16, 19, and 20.
Questions regarding this response should be directed to me at [phone].
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Mike Fink
State & Federal Regulation
Avista Utilities
Enclosures
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION C.., , n
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JURISDICTION: Idaho
CASE NO: A VU-06-l/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.
DATE PREPARED: 05/03/2006
WITNESS:
RESPONDER:
DEP ARTMENT:
TELEPHONE:
, -- ,' , ""'. "
Liz Andrews
State and Federal Regulation
[phone]
REQUEST:
Please provide a list of the Board of Directors of both AVA Holdings and Avista.
RESPONSE:
The Board of Directors will be the same for both AVA Holdings and A vista. Please see the
Company s Proxy Statement, pages 10-, provided with Avista s response to Staff Data
Request No.1 - Supplemental.
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION.
;" ..
JURISDICTION: Idaho
CASE NO: A VU-06-1/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.: 4
DATE PREPARED: 05/0312006"
WITNESS:
RESPONDER:
DEPARTMENT:
TELEPHONE:
, "..' ', '
Liz Andrews
State and Federal Regulation
[phone]
REQUEST:
For the members of the Board of Directors (AVA) please provide the background of each
member.
RESPONSE:
Please see the Company s Proxy Statement, pages 10-, provided with A vista s response to
Staff Data Request No.1 - Supplemental.
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION
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JURISDICTION: Idaho
CASE NO: A VU-06-l/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.
DATE PREPARED: 05/0312006 WITNESS: '
RESPONDER: Liz Andrews
DEPARTMENT: State and Federal Regulation
TELEPHONE: [phone]
REQUEST:
Describe the limitations on the Company s activities with regard to maintaining separate books
and records.
RESPONSE:
The Company is unaware of any limitations that would prevent the Company from maintaining
separate books and records.
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION
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JURISDICTION: Idaho
CASE NO: A VU-06-1/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.: 6
DATE PREPARED: 05/0312006,
WITNESS:
RESPONDER:
DEPARTMENT:
TELEPHONE:
Lf,il'_
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Liz Andrews
State and Federal Regulation
[phone]
REQUEST:
Provide documentation for the separate legal entities. State how the organizations (AVA
Holdings & Avista Utilities) will provide the public with sufficient identification as a separate
legal entity.
RESPONSE:
See the Company s Proxy Statement provided with Avista s response to Staff Data
Request No.1 - Supplemental.
See attached Avista February 15 , 2006 Press Release
Currently, A vista has provided Q & A information for all employees (including call center
employees to answer calls received from customers regarding the new structure) on its
internal website (see attached). These documents were filed with the SEC (FORM 425)
March 3 2006.
During Avista s quarterly employee meetings held February 2006, Avista s Officers
provided information to employees on the Holding Company structure (see attached
transcript and presentation materials). These documents were filed with the SEC (FORM
425) March 3 , 2006.
As a productivity initiative to drive customers to use our A vista Utilities web site, the
Company currently has a corporate branding project underway. There is no information
to provide at this time because this is currently a work in progress.
Upon approval of the Holding Company structure, the Company may provide a press
release describing the new Holding Company structure approval. Other means of
communication is yet to be determined, i., customer newsletter, web site materials, etc.
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Corp.
Contact:
Media: Catherine Markson [phone] Catherine.Markson(f!)avistacorp.comInvestors: Jason Lang [phone] Jason.Lang(f!)avistacorp.comAvista 24/7 Media Access [phone]
A vista Corp. Board Proposes to Change to a Holding Company
Structure
Board honors retiring director, nominates new director
SPOKANE, Wash. - Feb. 15 2006 1:30 p.m. PST: Avista Corp.'s (NYSE: AVA)
board of directors will ask company shareholders to approve a change to Avista
corporate structure, resulting in the formation of a holding company whose name is yet to
-be finalized. The holding company would be the parent of A vista Utilities and all other
A vista subsidiaries.
The formation of a holding company would enable all subsidiaries of the new holding
company, including A vista Utilities , to respond to the changing business and regulatory
environment in the energy industry in a manner that best serves the interests of
shareholders and customers " said Gary G. Ely, A vista chairman, president and chiefexecutive officer.
While the change to a holding company structure would not have an impact on day-to-day operations for A vista Utilities, it presents opportunities for even greater focus on
local service excellence and the delivery of reliable and cost-competitive energy for our
customers.
The holding company structure is a well-established form of organization for companies
engaging in multiple lines of business, and it is common in the utility industry. The recent
repeal of the Public Utility Holding Company Act of 1935 removed certain restrictions
on the formation of a public utility holding company for corporations like A vista thatoperate in more than one state.
The proposal for restructuring will be described for shareholders in the proxy statement
to be mailed in March 2006 and will be voted on at the annual meeting scheduled for
May 11 , 2006.
The holding company structure would be accomplished by a statutory share exchange in
which each outstanding share of A vista common stock would be exchanged for one shareof holding company stock.
A registration statement relating to the holding company common stock has been filed
with the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time the
registration becomes effective.
After the registration statement becomes effective, proxies will be solicited for the 2006annual meeting only by means of the proxy statement-prospectus contained in theregistration statement, which will be furnished to holders of record of A vista commonstock as of March 10, 2006.
A vista will file for regulatory approval from the Federal Energy Regulatory Commission
and the utility regulators in Washington, Idaho and Oregon, conditioned on approval byshareholders. If shareholders approve the proposal, and if state and federal regulatoryapprovals are received, the holding company structure could be implemented by year-end
2006.
Director to Retire, New Director Nominated
David A. Clack, Spokane-area businessman and A vista director for 18 years , will retirefrom the Board of Directors at the company s May 11 2006, annual meeting. At theboard meeting, directors expressed their great appreciation to Dave for his dedicated and
excellent service to the company for nearly two decades " said Ely. "We will miss hisstatesmanship and his mature counsel on the board.
Upon recommendation from the Governance/Nominating Committee, the Board ofDirectors has nominated Heidi B. Stanley to be elected as a director for a three-year term.Ms. Stanley, age 48, has served as director, vice chair and chief operating officer of
Sterling Savings Bank, Spokane, Wash., since October 2003. In her 20-year career inbanking, she has held progressively responsible positions of leadership, starting as
Sterling s public relations and communications officer. In 2004, U.S. Banker Magazinenamed Ms. Stanley one of the "Twenty-Five Women to Watch in Banking.
Ms. Stanley is the chair-elect of the Spokane Area Chamber of Commerce, past chair ofthe Association of Washington Business, past chair of the Spokane Area YMCA and vice
chair of Washington Public Affairs Network (TVW). She serves on the Board
Governors of the Washington State University Foundation and is chair of the Foundation
Planning Committee. Ms. Stanley also serves on the Eastern Washington Advisory
Board of the Washington Policy Center and America s Community Banker s (ACB)Strategic Planning Committee, Governmental Affairs Committee, and is vice chair of theACB Membership Committee. Ms. Stanley graduated from Washington State University
with a Bachelor of Arts degree in Business Administration.
A vista Corp. is an energy company involved in the production, transmission anddistribution of energy as well as other energy-related businesses. A vista Utilities is a
company operating division that provides service to 338 000 electric and 297 000 naturalgas customers in three western states. A vista s non-regulated subsidiaries include A vista
Advantage and Avista Energy. Avista Corp.'s stock is traded under the ticker symbol
A V A." For more information about Avista, please visit www.avistacorp.comA vista Corp. and the A vista Corp. logo are trademarks of A vista Corporation.
This news release contains forward-looking statements, including statements regardingpotential restructuring of the company. Such statements are subject to a variety of risks
uncertainties and other factors, most of which are beyond the company s control, andmany of which could have a significant impact on the company s operations, results ofoperations and financial condition, and could cause actual results to differ materially
from those anticipated.
For a further discussion of these factors and other important factors, please refer to thecompanys Annual Report on Form lO-K for the year ended Dec. 31 2004 and QuarterlyReport on Form lO-Q for the quarter ended Sept. 30, 2005. The forward-looking
statements contained in this news release speak only as of the date hereof. The company
undertakes no obligation to update any forward-looking statement or statements to reflect
events or circumstances that occur after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time to time , and
it is not possible for management to predict all of such factors, nor can it assess the
impact of each such factor on the company s business or the extent to which any such
factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.
0612 -
To unsubscribe from Avista s news release distribution, send reply message to
Debbie.Simock (g) avistacorp.com
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FORM 425
VISTA CORP - ava
Filed: March 03, 2006 (period: )
Filing of certain prospectuses and communications in connection with business combination
transactions
Filed by A vista Corporation
pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Avista Corporation
Commission File No.: 001-03701
This filing relates to a planned fonnation of a holding company for A vista Corporation ("A vista ) pursuant to the terms of a Plan of
Share Exchange between A vista and A VA Fonnation Corp.
On March 3, 2006, Avista made the following communication available to its employees on its internal website:
Board Proposes Change to a Holding Company Structure
Avista Corp. 's board of directors will ask company shareholders to approve a change to Avista s corporate structure to form a holding
company yet to be named. The holding company would be the parent of Avista Utilities and all Avista subsidiaries.
Why is A vista considering the formation of a holding company?
The holding company structure is a well-established form of organization for companies engaging in multiple lines of
business, and it is common in the utility industry.
A holding company structure would better position the company to respond to opportunities and risks arising out of the
changing utility industry.
What would be the benefits of making this change?
Since Avista Corp (the utility) would no longer own the non-utility businesses, the new structure would facilitate the
continued operation and development of our non-utility businesses as separate entities, while protecting the utility business
and its customers from the risks inherent in those businesses.
Financing techniques may be used by the non-utility businesses, which are better suited to the particular requirements
characteristics, and risks of those businesses, without affecting the capital structure or creditworthiness of Avista Utilities; this
may increase the financial flexibility of those businesses.
The holding company structure would allow investors, analysts and rating agencies to more easily analyze and value the
individual lines of business.
Other utilities formed holding companies long ago. Why didn t A vista do so?
Many other utilities throughout the country, including Idaho Power and Puget Sound Energy, have formed holding companies.
The Public Utility Holding Company Act of 1935 (PUHCA) imposed significant regulatory burdens on holding companies
unless they were predominantly intrastate in character, which entitled them to an exemption. For example, each of Idaho and
Puget operate predominantly in a single state and, therefore, were exempt holding companies.
The Energy Policy Act of2005 repealed PUHCA, thereby removing
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the restrictions and burdens on holding companies owning utilities that operate in multiple states, like Avista.
What is the process for forming a holding company?
The board of directors approved the proposal to move forward with setting up the holding company.
The holding company proposal will be described in the proxy statement to be issued to shareholders for the Annual Meeting in
May.
Avista will make filings for regulatory approval from FERC and the regulators of Washington, Idaho and Oregon, conditioned
on shareholder approval.
The shareholders will vote on the proposal at the annual meeting on May 11 2006.
If the shareholders approve the proposal, and state and federal regulatory approvals are received, the holding company
fomlation could be implemented by year-end 2006.
Assuming all required approvals are obtained, each outstanding share of common stock of A vista would be exchanged for one
share of common stock of the holding company. As a result, the common shareholders of A vista would become the
shareholders of the holding company, and Avista would become a subsidiary of the holding company.
Would Avista Utilities still be regulated as it is now?
Yes, A vista Utilities would continue to operate as a public utility subject to the jurisdiction of the FERC, the Washington
Utilities and Transportation Commission (WUTC), the Idaho Public Utilities Commission (IPUC), and the Oregon Public
Utility Commission (OPUC).
How will this change affect employees?
A very small number of the current Avista officers would become officers of the holding company.
Employees of the current Avista Corp. would remain employees of Avista Corp, which will change its name to Avista
Utilities.
Work assignments, pay and benefits would not be changed as a result of this restructuring.
Shares of Avista common stock held in the 401(k) plan and other employee benefit plans would be exchanged for shares of
holding company common stock. The plans would be amended to relate to holding company stock, rather than A vista stock, in
the future.
Will customers see changes in rates?
The fonnation of the holding company is not expected to create the need to change rates.
Rates for the utility would continue to be set as they are now, by state rcgulators.
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Have customers paid for losses created by subsidiary businesses in the past?
No. Regulators have always scrutinized the accounting for the utility independently, and subsidiary losses are not allowed into
rates.
This new structure would allow Avista Utilities to continue to operate its regulated utility business efficiently, while providing
further separation from the non-regulated businesses.
Will the holding company headquarters continue to be located in Spokane?
The holding company will continue to be based in Spokane, Wash.
Avista Utilities customer service will still be dispatched and handled locally in our service territory.
Does the new holding company plan to sell its utility or subsidiaries?
The holding company does not plan to sell A vista Utilities, and the utility will continue to serve the communities in our
territory.
The holding company could choose to divest certain holdings if and when it is an appropriate business decision.
The holding company structure enables each business segment to be positioned independently ofthe others.
The structure will provide the opportunity for the holding company to consider alternative businesses and business
relationships within the energy sector while keeping the utility separate.
Does the holding company structure make it easier for Avista Utilities to be bought?
Any company that wished to purchase Avista Utilities would be required to receive regulatory approval from the three state
utility commissions as well as FERC, as in the case now.
What would the new company be called? Can we go back to WWP?
At this time the name of the new holding company is yet to be decided. Avista Corp. will change its name to Avista Utilities.
What would be the impact on community contributions / programs?
There would be no change in contributions from Avista or Avista Foundation as a result of this structure.
Employees will still be encouraged to participate in volunteer community activities.
How would the change impact the stock price?
It's hard to predict the effect on our stock price. We believe that analysts will be able to more effectively analyze and value
the performance of individual subsidiaries.
What will happen to my shares of Avista stock?
If the holding company structure is approved by shareholders and regulators, shares in Avista Corp. will be exchangedone-for-one, for shares in the new holding company. You will not have to exchange physical certificates.
Will this change enable the company to return to an investment grade credit rating more quickly?
We continue to strive for the goal of a return to an investment grade credit rating. Any impact from changing the structure to a
holding company is hard to predict.
Will this change mean more money for executive salaries?
Executive compensation would be handled in the same manner it is today. The board of directors determines compensation
levels for executives based on competitive salary comparisons and on performance goals.
Important Legal Information
In connection with the proposed transaction, A VA Formation Corp. ("A VA has filed with the Securities and ExchangeCommission (the "SEC") a Proxy Statement-Prospectus, as part of a Registration Statement on Fonn S-4, and other relevantmaterials. The definitive Proxy Statement-Prospectus will be mailed to the stockholders of A vista. Investors and security holders areadvised to read the Proxy Statement-Prospectus and other relevant materials when they become available, as well as any
amendments or supplements to those documents, because they will contain important information about A vista, AVA and the proposedtransaction. In addition, the Proxy Statement-Prospectus and other relevant materials filed by A vista or A VA with the SEC may beobtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of thedocuments filed with the SEC by A vista by contacting A vista at 1411 East Mission Avenue, Spokane, Washington 99202 or calling
[phone].
A vista and its directors and executive officers, may be deemed to be participants in the solicitation ofproxiesfrol/1 A vista
stockholders with respect to the transactions contemplated by the Plan of Share Exchange. Information about the directors and
executive officers of A vista and their interests in the transactions contemplated by the Plan of Share Exchange, including theirownership of Avista common stock is setforth in the Proxy Statement-Prospectus.
This communication contains forward-looking statements, including statements regarding the potential restructuring of A vista.Such statements are subject to a variety of risks, uncertainties and other factors, most of which are beyond A vista 's control, and manyof which could have a significant impact on A vista 's operations, results of operations andfinancial condition, and could cause actualresults to differ materially from those anticipated
For afurther discussion of these factors and other important factors, please refer to Avista s Annual Report on Form IO-Kfor theyear ended December 31 2004 and Quarterly Report on Form 10-Qfor the quarter ended September 30 2005. Theforward-Iooking
statements contained in this communication speaks only as of the date hereof Avista undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances that occur after the date on which such statement is made
or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management topredict all of such factors, nor can it assess
the impact of each suchfactor on Avista s business or the extent to which any suchfactor, or combination offactors, may cause actualresults to differ materially from those contained in any forward-looking statement.
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FORM 425
VISTA CORP - ava
Filed: March 03, 2006 (period: )
Filing of certain prospectuses and communications in connection with business combination
transactions
Filed by A vista Corporation
pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: A vista Corporation
Commission File No.: 001-03701
In connection with the proposed transaction, A V A Formation CO/po ("A VA") has filed with the Securities and Exchange
Commission (the "SEC") a Proxy Statement-Prospectus, as part of a Registration Statement on Form S-4, and other relevant
materials. The definitive Proxy Statement-Prospectus will be mailed to the stockholders of Avista. Investors and security holders are
advised to read the Proxy Statement-Prospectus and other relevant materials when they become available, as well as any
amendments or supplements to those documents, because they will contain important information about A vista, A VA and the proposed
transaction. In addition, the Proxy Statement-Prospectus and other relevant materials filed by A vista or A VA with the SEC may be
obtained free of charge at the SEe's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the
documents filed with the SEC by A vista by contacting A vista at 1411 East Mission Avenue, Spokane, Washington 99202 or calling
[phone].
A vista and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from A vista
stockholders with respect to the transactions contemplated by the Plan of Share Exchange. Information about the directors and
executive officers of A vista and their interests in the transactions contemplated by the Plan of Share Exchange, including their
ownership of A vista common stock is set forth in the Proxy Statement-Prospectus.
This communication contains forward-looking statements, including statements regarding the potential restn/cturing of A vista.
Such statements are subject to a variety of risks, uncertainties and other factors, most of which are beyond A vista control, and many
of which could have a significant impact on A vista 's operations, results of operations and financial condition, and could cause actual
results to differ materially from those anticipated.
For a further discussion of these factors and other important factors, please refer to A vista s Annual Report on Form 10- K for the
year ended December 31,2004 and Quarterly Report on Form lO-Qfor the quarter ended September 30 2005. Theforward-looking
statements contained in this communication speaks only as of the date hereof A vista undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances that occur after the date on which such statement is made
or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to
predict all of such factors, nor can it assess the impact of each such factor on Avista s business or the extent to which any suchfactor
or combination offactors, may cause actual results to differ materially from those contained in any forward-looking statement.
THE FOLLOWING TRANSCRIPT AND PRESENTATION MATERIALS ARE EXCERPTS FROM A COMPANY WIDE
MEETING HELD ON FEBRUARY 23, 2006. AN AUDIO REPLAY OF THIS PORTION OF THE MEETING, TOGETHER WITH
THE RELATED PRESENTATION MATERIALS, WILL BE MADE AVAILABLE ON AVISTA'S INTERNAL WEB SITE ON
MARCH 3, 2006
EMPLOYEE MEETING TRANSCRIPT
GARY ELY- HOLDING COMPANY
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GARY ELY -SCRIPT:
...
, I CAN'T BE WITH YOU IN PERSON TODAY, SO I'M RECORDING THIS MESSAGE TO TELL YOU ABOUT AN
IMPORTANT PROPOSAL TO CHANGE OUR CORPORATE STRUCTURE THAT HAS BEEN APPROVED BY OUR BOARD
OF DIRECTORS.
THIS CHANGE, IF APPROVED BY OUR SHAREHOLDERS AND REGULA TORS , WOULD RESULT IN THE FORMATIONOF A HOLDING COMPANY THAT WOULD BECOME THE PARENT OF A VISTA UTILITIES, ON THE ONE HAND, ANDALL OTHER SUBSIDIARIES, ON THE OTHER.
I BELIEVE THIS CHANGE REPRESENTS A GREAT OPPORTUNITY. IT WOULD ALLOW OUR COMPANY TO RESPOND
MORE EFFECTIVELY TO THE CHANGING BUSINESS CONDITIONS IN THE UTILITY INDUSTRY WHILE PROTECTING
THE INTERESTS OF OUR CUSTOMERS AND SHAREHOLDERS.
YOU MIGHT NOTE THAT AS AN EMPLOYEE YOU WILL SEE LITTLE, IF ANY, CHANGE AS A RESULT OF THIS
ACTION. NO CHANGE TO YOUR POSITION, PAY, BENEFITS OR PENSION WILL OCCUR AS A RESULT OF THIS
CORPORATE RESTRUCTURING. ONLY A HANDFUL OF THE SENIOR OFFICERS WOULD BECOME EMPLOYEES OF
THE HOLDING COMPANY AS REQUIRED BY STATE LAW.
THERE ARE SEVERAL REASONS FOR DOING THIS NOW.
FIRST, THE ENERGY POLICY ACT OF 2005 REMOVED MANY OF THE HOLDING COMPANY CONSTRAINTS FOR
COMPANIES LIKE OURS THAT OPERATE IN MORE THAN ONE STATE, SO THE TIME IS RIGHT FOR CHANGE.
SECOND, A HOLDING COMPANY STRUCTURE WOULD ALLOW US TO ADDRESS REGULA TORY CHANGES AND
MANDATES WE'VE EXPERIENCED ON THE STATE AND NATIONAL LEVEL.
THIRD, WITH THE HOLDING COMPANY STRUCTURE, WE WOULD HAVE GREATER FINANCING FLEXIBILITY FOR
OUR SUBSIDIARIES. THE FINANCIAL RESULTS OF
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EACH OF A VISTA'S BUSINESSES WOULD BE MORE TRANSPARENT AND FINANCIAL ANALYSTS COULD
EV ALUA TE EACH ENTITY ON ITS OWN MERITS.
FINALLY, THIS STRUCTURE WOULD POSITION THE HOLDING COMPANY TO MORE EASILY ENTER INTO NEW
ENERGY RELATED BUSINESSES, IF IT MAKES BUSINESS SENSE TO DO SO.
WE BELIEVE THIS WILL BE SEEN AS STRENGTHENING OUR TRADITIONAL UTILITY OPERATIONS BECAUSE
A VISTA UTILITIES WOULD NO LONGER HAVE THE BUSINESS RISK ASSOCIATED WITH OWNING THE OTHER
A VISTA COMPANIES.
THERE ARE STILL SOME STEPS THAT HAVE TO BE TAKEN BEFORE THIS BECOMES OFFICIAL.
FIRST WE'LL OBTAIN REGULA TORY APPROVAL FROM FERC AND THE REGULATORS IN WASHINGTON, IDAHO,OREGON, AND POTENTIALLY MONTANA, WITH THE CONDITION THAT THE STRUCTURE MUST BE APPROVED BY
OUR SHAREHOLDERS.
THE SHAREHOLDERS WILL VOTE ON THE PROPOSAL AT THE ANNUAL MEETING ON MAY) ). IF THESHAREHOLDERS APPROVE THE PROPOSAL, AND IF THE REGULA TORS APPROVE OUR FILINGS, THE HOLDINGCOMPANY RESTRUCTURING COULD BE COMPLETED BY YEAR-END.
YOU PROBABLY HAVE QUESTIONS ABOUT THIS. WE'LL DO OUR BEST TO PROVIDE AS MUCH INFORMATION AS
POSSIBLE AS THIS PROCESS CONTINUES.
I APPRECIATE THE GOOD WORK ALL OF YOU ARE DOING. OUR COMPANY WOULD NOT BE SUCCESSFUL
WITHOUT THE TALENT AND COMMITMENT FROM EACH OF YOU.
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ONE LAST NOTE: REMEMBER THE ONE PERSON WHO CAN MAKE A DIFFERENCE IN YOUR SAFETY IS YOU.
THANKS FOR YOUR ATTENTION TODAY.
ANNOUNCER:
A registration statement relating to the holding company common stock has been filed with the Securities and Exchange Commission
but has not yet become effective. Theses securities may not be spld nor may offers to buy be accepted prior to the time the registration
becomes effective.
After the registration statement becomes effective, proxies will be solicited for the 2006 annual meeting only by means of the proxystatement-prospectus contained in the registration statement, which will be furnished to holders of record of A vista common stock asof March 10 2006....
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THE NATURE OF ENERGY
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, . ...
Corp.
Corporate Structure
Holding ColupallY Structure
vista Utilities
(Division)
Current Structure
5'h.areholde
Avista CoIporation
Other Subsidiillies
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THE NATURE OF ENERGY .J.7VIST4'
Corp.
Holding Colnpany ...
vVhat is it and TIVhat are the Benefits
PUHCA repealed by Energy Act of 2005
Holding Conlpany structure is cornman in utility industry
Positions company to respond to opportunities and
changing conditions in energy industry in a timely rnanner
Pennits financing flexibility
THE NATURE OF ENERGY AVISTA'
Corp.
Holding Company Process for .l.L\.pproval
. Board of Directors appro'ves the proposal to change to
holding company STIllcture
Holding cornpany proposal described in proxy staternent
Filings lllade 'with FERC and regulators in \IV ashington
Idaho and Oregon, conditioned on shareholder approval
ShaJ:eholders vote at annual meeting, Ivlay
If approvals received, fonnation could be implemented
by year-end 2006
THE NATURE OF ENERGY ~jV'STA'
Corp.
Holding Colnpany Effects on Elllployees
l\ vista Utilities continues to operate a a regulated utility
Small number of officers to become holding company
officers, as ,veIl
Enlployees ,viII ,vork for A vista Utilities
. No changes fTom restructuring to ,york assigrunents
payor benefits
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VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION
JURISDICTION: Idaho
CASE NO: A VU-06-1/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.: 7
REQUEST:
' ", '
DATE PREPARED: 05/03/20()6
, ,:;'
WITNESS:
RESPONDER:
DEP ARTMENT:
TELEPHONE:
Liz Andrews
State and Federal Regulation
[phone]
Describe how the companies will distinguish themselves in conducting business in separate
names.
RESPONSE:
See Avista s response to Staff Data Request No.
AVISTA CORP.
RESPONSE TO REQUEST FOR INFORMATION
JURISDICTION:
CASE NO:
REQUESTER:
TYPE:
REQUEST NO.
IDAHO
A VU-06-1/A VU-06-
IPUC Staff
Data Request
DATE PREPARED:
WITNESS:
RESPONDER:
DEPT:
TELEPHONE:
5/2/2006,' i
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Don Falkner
Tax Department:
[phone]
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REQUEST:
Describe tax return provisions for each entity.
RESPONSE:
Tax return provisions for the new holding company and subsidiary companies will be prepared
consistent with the current methodology of filing a consolidated return with the Internal Revenue
Service, after preparation of stand-alone tax provisions for the utility (A vista Corp.) and each of
the non-regulated affiliates. The stand-alone tax return provisions are added together for the
consolidated tax return. Assuming the corporate reorganization is approved, the holding
company will be the legal filing entity going forward.
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION ; ;;0
JURISDICTION: Idaho
CASE NO: A VU-06-l/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.
DATE PREPARED: 05/04/2006"WITNESS: "
j '
RESPONDER: Liz Andrews
DEPARTMENT: State and Federal Regulation
TELEPHONE: [phone]
REQUEST:
Please provide copies of any legal restrictions implemented for the above protective
mechanisms.
RESPONSE:
Please see the Company s Proxy Statement: Plan of Share Exchange (Exhibit A); Amended and
Restated Articles of Incorporation (Exhibit B); and Amended and Restated Bylaws (Exhibit C)
as provided in response to Staff Data Request No.1 - Supplemental.
, -
VISTA CORPORATION
RESPONSE TO REQUEST FORINFORMATION'' l
~:: ~'- \
JURISDICTION: Idaho
CASE NO: A VU-06-l/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.
DATE PREPARED: 05/04/2006WITNESS:
" \:.,)~:;
RESPONDER: Diane Thoren
DEPARTMENT: Finance
TELEPHONE: [phone]
REQUEST:
Provide copies of communications with credit rating agencies related to separate credit ratings.
RESPONSE:
The Company has not had specific communications with the credit rating agencies related to
separate credit ratings after the reorganization. The only specific comments the Company has
received to date from the rating agencies relating to the proposed formation of a holding
company are the attached news releases from Moody s Investors Service (16 Feb, 2006) and
Standard & Poor s (16-Feb-2006).
MOODY'S ANNOUNCES THAT A VISTA CORPORATION'S RATINGS (Baa3 SR. SEC.) ARE UNAF...Page 1 of
MoodY's Itlv&stors Service
Global Credit Research
Announcement
16 FEB 2006
Save as PDF
Announcement: Avista Corp.
MOODY'S ANNOUNCES THAT AVISTA CORPORATION'S RATINGS (Baa3 SR. SEC.) ARE UNAFFECTED BYPLANS TO f9RJVI A HOLDING COMPANY STRUCTURE; OUTLOOK REMAINS STABLE
New York, February 16,2006 - Moody s Investors Service announced today that the disclosure by Avista
Corporation of plans to form a holding company structure will have no current impact on the company
ratings, including its first mortgage bonds rated Baa3. The rating outlook remains stable. This reflects
Moody s expectation that the new holding company will be formed without any debt, and our view that the
utility operations already are the primary source of support for the company s debt.
The company s non-utility businesses include energy marketing and resource management and have
represented a relatively small portion (less than 5%) of consolidated cash flow over the past several years.
These businesses are also considered to be substantially higher risk in comparison to the core utility
business. The creation of a holding company is intended in part to move the existing assets and liabilities
related to Avista s regulated electric and gas utility division into a separate legal subsidiary of the new parent
being formed, which is the most common legal structure for U.S. electric utility companies. The legal
separation of the unregulated assets would result in a lower risk profile for the new legal entity that will hold
the regulated utility operations. However, the change in legal structure is also expected to result in slightly
weaker financials for the regulated utility entity on a stand-alone basis since it will retain all of the existing
rated debt but will not continue to have all of the existing assets and cash flow.
These plans are subject to certain regulatory approvals, including from the Federal Energy Regulatory
Commission and the Washington Utilities and Transportation Commission. The regulatory approval process
could take six months or longer. At this early stage, it is unclear what conditions might be imposed as part of
1e regulatory approval process and whether Avista Corporation would agree to accept such conditions and
Joceed with its planned changes.
Avista Corporation is an energy company with utility and other subsidiary operations throughout North
America. It is headquartered in Spokane , Washington.
New York
Daniel Gates
Managing Director
Corporate Finance Group
Moody s Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
New York
Kevin G. Rose
Vice President - Senior Analyst
Corporate Finance Group
Moody s Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
(9 Copyright 2006, Moody s Investors Service, Inc. and/or its licensors including Moody s Assurance Company, Inc.
(together
, "
MOODY'). All rights reserved.
!\Li rr"FGRf'1..~llON CONT/-IINED 1-ICf1E'!N ;S PROTECTED BY COPYRiGHT LlIW AND NONE OF SUCH iNFOR~1ATJON l'jAY BE
CuPIE'!) OR OTHfRW1SE REPRODUCED , REPACKAGED, FURTHER TRAN9UTTED, TR.l\l~SrERRED, DISSElvliNATED
fDlSIRIBUTED OR RESOLD, O!-: STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, U. WHOLE OR IN PAin, l!~ ANY
,ORIv1 OR r'~ArmER OR ",v Id~Y ~1EMJS \VHATSOEVER, BY ANY PERSON WiTHOUT MOODY'S PRIOR WRITTEN COI'iSEI'iT, Ai!
(~rmaUor' contained her"ein is obtained by I'1000Y'5 from :,ource5 believed by it to be acCUrate and reliable, Because of tile
"sibiiiLY of' human or meehanico,l error a~ 'Nell as other factors, however, such information is pr-avided "3S is" without warTanty
of any kind and ,"iOOOY', In particular", makes no refJrf!sencatlon ar walTanty, express or Implied, as to the accuracy, timeliness
,:~;"np!eteness, Mr"'rchantability or' Fitness fe):" any particular purpose of any such Ir1foI'Cnatlan- Under ;'";0 ci:'cumstances shall
f':CODY'S I,ave any iieJbi!i! y La any pe:sor-; ar '"ntrty far (a) any loss or dal~age in whole or In part caused by, re'oultin~J from , 01
,'la\;n(1 Iei, any en-or (negligent or otl1erwlse) or other" circumstance or contingency vmhin 01' oucside the control of MOODY'S 01'
.3Ci'l ot' its dinoccor,;, officer,;, ernplovees 0:' ~1gent:s in connection with the procurement, co!iection .. compilation , analysis
't,~rp:e(atlon, communication, pu,Jlicatlor; or delivery of any such Information, or- (I)) any direct, inc!ln~ct, specl"l, consequ'cnLial
file:/ /C:\IEtemp\ Temporary%20Internet%20Files\OLKFD\M OODY'%20ANN OUN CES %20THA T%20...05-04-200c
MOODY'S ANNOUNCES THAT A VISTA CORPORATION'S RATINGS (Baa3 SR. SEC.) ARE UNAF...Page 2 of
((),npP',;';ator y or :n,,:;dent'1l danlage~; w!larsop.'!er (including vvithout limitation , lo5t profits), even if MOODY'S is advised in
"c;vance Df the PQ.',~;ibility of c;UCll damag"s, resulting from the use of or inability to use, any such information, The crerjit r'JUngsand financial r'cporting analysis obse:-vatior:s, if any, constituting Galt of the information colltained herein are, and must be
construeej so!eiy as, statements of opinion and not statements of fact or n~commendations to pul'chase, sEll or hold an~:,ecurities, r~o WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELI~!ESS, COHPI.fTENESS, 1'1ERCHANTJ-I,B!LJrf ORF!Tr-JESS FOR ANY PARTICULAR PUr~POSE OF ANY SUCH RATING OF OTHER. OPINION OR INFORI"iATION IS GIVEN OR. MADre' BY100D'S II" -",NY FORM OR fv1ANNER WHATSOEVER, Each rating or other opinion must be weighed soleiI' as one factor in any",vestment decision p1acie by or' on behalf of any use!- of the information contained ;-;crein, 2.l1ci each such user- must accor'din-~Iy:r.ak", its own study cHid evai!latio;-I of each ~ecunt\' am! of each issuer and guarantor of, and each provider of cnodit :iUppol't fol-
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ecurity that it may consider purchasing, ilolding 01" selling,
!vIOODY'S hC'xeby clisci()se'; :ha( most issuers of debt securities (including corpDrat;:, 'Inri municipal bonds, debent'ur-, nnks andcorrimercial paper) and pl'derred stock rated by ~'100DY'S have, pr ior to assignlIlellt of any r-ating, agl-eed to pay to 1":000'1'5 forapp:'aisai and I-dting set-vices 1-2nden=d by it fees r2nging frern $1 500 ro $2.400,000, Hoody's Col-poration (HCO) ;:H1(j its '(!hOlly.owned credit rating agency subsidialY, Hoody s Investors Sc~r"ice (/VIIS), also maintain policies allc! procedures to address 1';1(:.-
;p(iepenc!ence of /Vl1S's r-",lings and rating processes, Informalion n~garding certain 2f'filiat'on~, that may exist bNv'leen d"-'cc1:0rs
Gf l'lCO anel rated entities, ~r:rl betwe'2n entitles who hold ratings fror. MIS and Ilav,' aiso publiCly reparted to th,o SEC an
,:wt:lership intel-est in ~,'CO of !non, than 5010, is posted annually on fvloody ~; \Ne!:J~;itE- at INWW, n;oody~,cQm uncler tn", head",'JSI"c1l'ielloider Reialions - Corpor-ete Govemanc,,' - Director and Silal'eho!der- !-\ffiliation P-:)ilcy,
~100,jY 5 Investors Service PLy Limited does not hold an Australian financial services licence under the COI-pOI"aUons Act, Thiscredit rating opinion has been prepa,ed witilOUt taking into account any of your objectives, financial situation or n8eds, You
sf'rOuid , before acting on the opinion, consider thf~ aporoor-!ateness of the opinion Ilaving r',gard to youl' own objectivEs, Finanei-o't~j2ti,JIl and I leeds,
file:! /C:\IEtemp\ Temporary%20Intemet%20Files\O LKFD\MOODY'%20ANN OUN CES %20THA T%20...OS-04-200e
LIO-l'eO-LUUbj JjULLbTlN: New Holding Company Structure Will Not Affect Avista Corp.'s Ra...Page 1
I STAN&POOR'S IRATINGSDIRECT
RESEARCH
BULLETIN: New Holding Company Structure Will NotAffect Avista Corp.'s Rating
16-F eb-2006
Swami Venkataraman, CFA, San Francisco (1) 415-371-5071;swamL venkataraman(Qistandardandpoors.com
Publication date:
Primary Credit Analyst:
SAN FRANCISCO (Standard & Poor s) Feb. 16, 2006--Standard & Poor's RatingsServices said today that the proposed formation by Avista Corp.
(BB+/Stable/B-1) of a holding company structure will have no impact onAvista's ratings. Even after the creation of the holding company, ratings will
continue to be based on the consolidated business and financial profiles of
all of Avista s businesses, including the utility, the energy
trading operations, and the other smaller , nonregulated businesses. Nomaterial regulatory insulation exists in Washington that would support the
separation of the corporate credit rating of the utility from that of the
parent. However, any debt at the new holding company would be notched down
from the corporate credit rating on the basis of structural subordination.
Regulatory approvals for the creation of the holding company may take 5-
months
Analytic services provided by Standard & Poor s Ratings Services (Ratings Services) are the result of separate activitiesdesigned to preserve the independence and objectivity of ratings opinions. The credit ratings and observations contained herein
are solely statements of opinion and not statements of fact or recommendations to purchase, hold, or sell any securities or makeany other investment decisions. Accordingly, any user of the information contained herein should not rely on any credit rating or
other opinion contained herein in making any investment decision. Ratings are based on information received by Ratings
Services. Other divisions of Standard & Poor s may have information that is not available to Ratings Services. Standard & Poorhas established policies and procedures to maintain the confidentiality of non-public information received during the ratingsprocess.
Ratings Services receives compensation for its ratings. Such compensation is normally paid either by the issuers of such
securities or third parties participating in marketing the securities. While Standard & Poor's reserves the right to disseminate the
rating, it receives no payment for doing so, except for subscriptions to its publications. Additional information about our ratingsfees is available at www,standardandpoors.com/usratingsfees.
Copyright (9 1994-2006 Standard & Poor , a division of The McGraw-Hili Companies. :All Rights Reserved. Privacy Notice
, ,/ ,
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fi1e://C:\ietemp\Temporary%20Intemet%20Files\OLK 16\ 16- F eb- 2006%20BULLETIN%20N ew%...5/4/2006
' ,
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION:
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JURISDICTION: Idaho
CASE NO: A VU-06-1/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.
DATE PREPARED: 05/04/200q
;:; , '~;;): :'
WITNESS: .
' : ,_: ,,- -
RESPONDER: Liz Andrews
DEPARTMENT: State and Federal Regulation
TELEPHONE: [phone]
REQUEST:
Please provide copies of the Corporate Charter for AVA Holdings and A vista Utilities.
RESPONSE:
Please see the Company s Proxy Statement, Exhibit B, provided with Avista s response to Staff
Data Request No.1 - Supplemental, for A V A Holdings Company Corporate Charter.
Attached is Avista Corporation s current Articles ofIncorporation. After the approval of the
Holding Company structure A vista will amend the current Articles of Incorporation to restate
them under A vista Utilities, Inc.
0 '
RES T A TED AR TI CLES
OF INCORPORATION
VIST A CORPORATION
As Amended November 1 , 1999
REST A TED
ARTICLES OF INCORPORATION OF
A VISTA CORPORATION
Know all men by these presents that we have this day voluntarily associated ourselves together for
the purpose of forming, and we do hereby fonD and agree to become a Corporation , under and by virtue
of the laws of the Territory of Washington, and for such purpose we do hereby certify:-
FIRST: That the name of said Corporation is A vista Corporation.
SECOND: The objects and purposes for which the Corporation is formed are:
To acquire, buy, hold, own, sell, lease, exchange, dispose of, finance, deal in, construct, build, equip,
improve, use, operate, maintain and work upon:
(a) Any and all kinds of plants and systems for the manufacture, production, storage, utilization,
purchase, sale, supply, transmission, distribution or disposition of electric energy, natural or
artificial gas, water or steam, or power produced thereby, or of ice and refrigeration of any and
every kind;
(b) Any and all kinds of telephone, telegraph, radio, wireless and other systems, facilities and
devices for the receipt and transmission of sounds and signals, any and all kinds of interurban
city and street railways and bus lines for the transportation of passengers and/or freight
transmission lines, systems, appliances, equipment and devices and tracks, stations, buildings
and other structures and facilities;
(c) Any and all kinds of works, power plants, manufactories, structures, substations, systems
tracks, machinery, generators, motors, lamps, poles, pipes, wires, cables, conduits, apparatus,
devices, equipment, supplies, articles and merchandise of every kind pertaining to or in anywise
connected - with the construction, operation or maintenance of telephone, telegraph, radio,
wireless and other systems, facilities and devices for the receipt and transmission of sounds and
signals , or of interurban, city and street railways and bus lines, or in anywise connected with or
pertaining to the manufacture, production, purchase, use, sale, supply, transmission, distribution,
regulation, control or application of electric energy, natural or artificial gas, water, steam, ice,
refrigeration and power or any other purpose;
To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use
manufacture, produce, furnish and supply street and interurban railway and bus service, electric energy,
natural or artificial gas, light, heat, ice, refrigeration, water and steam in any fonD and for any purposes
whatsoever; and any power or force, or energy in any fonD and for any purposes whatsoever;
To manufacture, produce, buy or in any other manner acquire, and to sell, furnish, dispose of anddistribute steam for heating or other purposes, and to purchase, lease or otherwise acquire, build
construct, erect, hold, own, improve, enlarge, maintain, operate, control, supervise and manage and to
sell, lease or otherwise dispose of plants, works and facilities, including distribution systems, mains,
pipes, conduits and meters, and all other necessary apparatus and appliances used or useful or convenient
for use in the business of manufacturing, producing, selling, furnishing, disposing of and distributing
steam for heating or for any other purposes;
To acquire, organize, assemble, develop, build up and operate constructing and operating and other
organizations and systems, and to hire, sell, lease, exchange, turn over, deliver and dispose of such
organizations and systems in whole or in part and as going organizations and systems and otherwise, and
to enter into and perfonn contracts, agreements and undertakings of any kind in connection with any or
all of the foregoing powers;
To do a general contracting business;
To purchase, acquire, develop, mine, explore; drill, hold, own, sell and dispose of lands, interest in
and rights with respect to lands and waters and fixed and movable property;
To plan, design, construct, alter, repair, remove or otherwise engage in any work upon bridges, dams,
canals, piers, docks, wharfs, buildings, structures, foundations, mines, shafts, tunnels, wells, waterworks
and all kinds of structural excavations and subterranean work and generally to carry on the business of
contractors and engineers;
To manufacture, improve and work upon and to deal in, purchase, hold, sell and convey minerals,
metals, wood, oils and other liquids, gases, chemkals, animal and plant products or any of the products
and by-products thereof or any article or thing into the manufacture of which any of the foregoing may
enter;
To manufacture, improve, repair and work upon and to deal in, purchase, hold, sell and convey any
and all kinds of machines, instruments, tools, implements, mechanical devices, engines, boilers, motors,
generators, rails, cars, ships, boats, launches , automobiles, trucks, tractors, airships, aeroplanes, articles
used in structural work, building materials, hardware, textiles, clothing, cloth, leather goods, furs and any
other goods, wares and merchandise of whatsoever kind;
To construct, erect and sell buildings and structures in and on any lands for any use or purpose; to
equip and operate warehouses, office buildings, hotels, apartment houses, apartment hotels and
restaurants, or any other buildings and structures of whatsoever kind;
To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the
shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other
corporation or corporations of the state of Washington or of any other state or government, and, while the
owner of such stock, to exercise all the rights, powers and privileges of individual ownership with respect
thereto, including the right to vote thereon, and to consent and otherwise act with respect thereto;
To aid in any manner any corporation or association, domestic or foreign, or any finn or individual
any shares of stock in which or any bonds, debentures, notes, securities, evidence of indebtedness
contracts or obligations of which are held by or for the Corporation or in which or in the welfare of
which the Corporation shall have any interest, and to do any acts designed to protect, preserve, improve
or enhance the value of any property at any time held or controlled by the Corporation, or in which it may
be interested at any time; and to organize or promote or facilitate the organization of subsidiary
companIes;
To purchase from time to time any of its stock outstanding (so far as may be permitted by law) at
such price as may be fixed by its Board of Directors or Executive Committee and accepted by the holders
of the stock purchased, and to resell any stock so purchased at such price as may be fixed by its said
Board of Directors or Executive Committee;
In any manner to acquire, enjoy, utilize and to sell or otherwise dispose of patents, copyrights and
trademarks and any licenses or other rights or interests therein and thereunder;
To purchase, acquire, hold, own and sell or otherwise dispose of franchises, concessions, consents,
privileges and licenses;
To borrow money and contract debts, to issue bonds, promissory notes, bi1ls of exchange, debenturesand other obligations and evidences of indebtedness payable at a specified time or times or payable upon
the happening of a specified event or events, whether secured by mortgage, pledge or otherwise or
unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful
objects; all as may be determined from time to time by the Board of Directors or Executive Committee of
the Corporation, pursuant to the authority hereby conferred;
To create mortgages or deeds of trust which shall cover and create a lien upon all or any part of the
property of the Corporation of whatsoever kind and wheresoever situated, then owned or thereafteracquired, and to provide in any such mortgage or deed of trust that the amount of bonds or other
evidences of indebtedness to be issued thereunder and to be secured thereby shall be limited to a definite
amount or limited only by the conditions therein specified and to issue or cause to be issued by the
Corporation the bonds or other evidences of indebtedness to be secured thereby; all as may be
determined from time to time by the Board of Directors or Executive Committee of the Corporation
pursuant to the authority hereby conferred;
To do all and everything necessary and proper for the accomplishment of the objects enumerated in
these Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and
benefit of the Corporation, and in general to carryon any lawful business necessary or incidental to theattainment of the objects of the Corporation whether or not such business is similar in nature to the
objects set forth in these Articles of Incorporation or any amendment thereof;
To do any or all things herein set forth, to the same extent and as fully as natural persons might or
could do, and in any part of the world, and as principal, agent, contractor or otherwise, and either alone
or in conjunction with any other persons, firms, associations or corporations;
To conduct its business in any or all its branches in the state of Washington, other states, the District
of Columbia, the territories and colonies of the United States, and any foreign countries, and to have one
or more offices out of the state of Washington.
THIRD :
(a) The amount of capital with which the Corporation will begin to carry on business hereunder
shall be FIVE MILLION FIVE HUNDRED DOLLARS ($5 000 500).
(b) The aggregate number of shares of capital stock which the Corporation shall have authority to
issue is 210,000,000 shares, divided into 10,000 000 shares of Preferred Stock without nominal
or par value, issuable in series as hereinafter provided, and 200 000 000 shares of Common
Stock without nominal or par value.
(c) A statement of the preferences, limitations and relative rights of each class of capital stock of
the Corporation, namely, the Preferred Stock without nominal or par value and the CommonStock without nominal or par value, of the variations in the relative rights and preferences asbetween series of the Preferred Stock insofar as the same are fixed by these Articles ofIncorporation, and of the authority vested in the Board of Directors of the Corporation to
establish series of Preferred Stock and to fix and determine the variations in the relative rights
and preferences as between series insofar as the same are not fixed by these Articles ofIncorporation and as to which there may be variations between series is as follows.
(d) The shares of the Preferred Stock may be divided into and issued in series. Each series shall be
so designated as to distinguish the shares thereof from the shares of all other series of thePreferred Stock and all other classes of capital stock of the Corporation. To the extent that these
Articles of Incorporation shall not have established series of the Preferred Stock and fixed and
determined the variations in the relative rights and preferences as between series, the Board ofDirectors shall have authority, and is hereby expressly vested with authority, to divide thePreferred Stock into series and, within the limitations set forth in these Articles of Incorporation
and such limitations as may be provided by law, to fix and determine the relative rights andpreferences of any series of the Preferred Stock so established. Such action by the Board of
Directors shall be expressed in a resolution or resolutions adopted by it prior to the issuance of
shares of each series, which resolution or resolutions shall also set forth the distinguishing
designation of the particular series of the Preferred Stock established thereby. Without limiting
the generality of the foregoing, authority is hereby expressly vested in the Board of Directors so
to fix anci determine, with respect to any series of the Preferred Stock:
(1) the rate or rates of dividend, if any, which may be expressed in terms of a formula or other
method by which such rate or rates shall be calculated from time to time, and the date ordates on which dividends may be payable;
(2) whether shares may be redeemed and, if so, the redemption price and the tenus andconditions of redemption;
(3) the amount payable upon shares in event of voluntary and involuntary liquidation;
(4) sinking fund provisions , if any, for the redemption or purchase of shares; and
(5) the tenns and conditions, if any, on which shares may be converted.
All shares of the PrefelTed Stock of the same series shall be identical except that shares of
the same series issued at different times may vary as to the dates from which dividends thereon
shaH be cumulative; and all shares of the Preferred Stock, irrespective of series, shall constituteone and the same class of stock, shall be of equal rank, and shall be identical except as to the
designation thereof, the date or dates from which dividends on shares thereof shall becumulative, and the relative rights and preferences set forth above in clauses (1) through (5) of
this subdivision (d), as to which there may be variations between different series. Except as
may be otherwise provided by law, by subdivision U) of this Article THlRD, or by theresolutions establishing any series of Preferred Stock in accordance with the foregoing
provisions of this subdivision (d), whenever the written consent, affinnative vote, or otheraction on the part of the holders of the Preferred Stock may be required for any purpose, suchconsent, vote or other action shall be taken by the holders of the Preferred Stock as a single
class irrespective of series and not by different series.
(e) Out of any funds legally available for the payment of dividends, the holders of the PreferredStock of each series shall be entitled, in preference to the holders of the Common Stock, toreceive, but only when and as declared by the Board of Directors, dividends at the rate or ratesfixed and determined with respect to each series in accordance with these Articles ofIncorporation, and no more, payable as hereinafter provided. Such dividends shall be cumulative
so that if for all past dividend periods and the then current dividend periods dividends shall not
have been paid or declared and set apart for payment on an outstanding shares of each series of
the Preferred Stock, at the dividend rates fixed and detennined for the respective series, the
deficiency shall be fully paid or declared and set apart for payment before any dividends on the
Common Stock shall be paid or declared and set apart for payment; provided, however, that
nothing in this subdivision (e) or elsewhere in these Articles of Incorporation shan prevent the
simultaneous declaration and payment of dividends on both the Preferred Stock and the
Common Stock if there are sufficient funds legal1y available to pay all dividends concurrently.
Dividends on al1 shares of the Preferred Stock of each series shall be cumulative from the date
of issuance of shares of such series. If more than one series of the Preferred Stock shal1 beoutstanding and if dividends on each series shall not have been paid or declared and set apart for
payment, at the dividend rate or rates fixed and determined for such series, the shares of the
Preferred Stock of each series shal1 share ratably in the payment of dividends including
accumulations, if any, in accordance with the sums which would be payable on such shares if al1
dividends were declared and paid in full. As to an series of Preferred Stock, the dividend
payment dates for regular dividends shall be the fifteenth day of March, June, September and
December in each year, unless other dividend payment dates shall have been fixed anddetermined for any series in accordance with subdivision Cd) of this Article THIRD, and the
dividend period in respect of which each regular dividend shan be payable in respect of each
series shall be the period commencing on the next preceding dividend payment date for such
series and ending on the day next preceding the dividend payment date for such dividend. No
interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment
or payments which may be in arrears.
Cf)Subject to the limitations set forth in paragraph (e) or elsewhere in these Articles ofIncorporation (and subject to the rights of any class of stock hereafter authorized), dividends
may be paid on the Common Stock when and as declared by the Board of Directors out of any
funds legally available for the payment of dividends, and no holder of shares of any series of the
Preferred Stock as such shal1 be entitled to share therein.
(g) In the event of any voluntary dissolution, liquidation or winding up of the Corporation, beforeany distribution or payment shall be made to the holders of the Common Stock, the holders of
the Preferred Stock of each series then outstanding shall be entitled to receive out of the net
assets of the Corporation available for distribution to its shareholders the respective amounts per
share fixed and determined in accordance with these Articles of Incorporation to be payable on
the shares of such series in the event of voluntary liquidation, and no more . and in the event ofany involuntary dissolution, liquidation or winding up of the Corporation, before anydistribution or payment shall be made to the holders of the Common Stock, the holders of thePreferred Stock of each series then outstanding shall be entitled to receive out of the net assets
of the Corporation available for distribution to its shareholders the respective amounts per share
fixed and determined in accordance with these Articles of Incorporation to be payable on the
shares of such series in the event of involuntary liquidation, and no more. If upon anydissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the
net assets of the Corporation available for distribution to its shareholders shan be insufficient to
pay the holders of all outstanding shares of Preferred Stock of all series the ful1 amounts to
which they shall be respectively entitled as aforesaid, the entire net assets of the Corporation
available for distribution shall be distributed ratably to the holders of all outstanding shares of
Preferred Stock of al1 series in proportion to the amounts to which they shall be respectively so
entitled. For the purposes of this and the next succeeding subdivision, and without limiting the
right of the Corporation to distribute its assets or to dissolve, liquidate or wind up in connection
with any sale, merger or consolidation, the sale of all or substantially all of the property of the
Corporation, or the merger or consolidation of the Corporation into or with any other
corporation or corporations, shall not be deemed to be a distribution of assets or a dissolution
liquidation or winding up of the Corporation, whether voluntary or involuntary.
(h) Subject to the limitations set forth in subdivision (g) of this Article THIRD or elsewhere in
these Articles of Incorporation (and subject to the rights of any class of stock hereafter
authorized) upon any dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, any net assets of the Corporation available for distribution to its
shareholders shall be distributed ratably to holders of the Common Stock.
(i)The Preferred Stock may be redeemed in accordance with the following provisions of this
subdivision (i):
(1) Each series of the Preferred Stock which has been determined to be redeemable as
permitted by subdivision (d) of this Article THIRD may be redeemed in whole or in part by
the Corporation, at its election expressed by' resolution of the Board of Directors, at any
time or. from time to time, at the then applicable redemption price fixed and determined
with respect to each series, subject however, to any terms and conditions specified in
respect of any series of the Preferred Stock in accordance with subdivision (d) of this
Article THIRD. If less than all of the shares of any series are to be redeemed, the
redemption shall be made either pro rata or by lot in such manner as the Board of Directors
shall determine.
(2) In the event the Corporation shall so elect to redeem shares of the Preferred Stock, notice
of the intention of the Corporation to do so and of the date and place fixed for redemption
shall be mailed not less than thirty nor more than ninety days before the date fixed for
redemption to each holder of shares of the Preferred Stock to be redeemed at his address as
it shall appear on the books of the Corporation, and on and after the date fIXed for
redemption and specified in such notice (unless the Corporation shaH default in making
payment of the redemption price), such holders shall cease to be shareholders of the
Corporation with respect to such shares and shaH have no interest in or claim against the
Corporation with respect to such shares, excepting only the right to receive the redemption
price therefor from the Corporation on the date fixed for redemption, without interest, upon
endorsement, if required, and surrender of their certificates for such shares.
(3) Contemporaneously with the mailing of notice of redemption of any shares of the Preferred
Stock as aforesaid or at any time thereafter on or before the date fixed for redemption, the
Corporation may, if it so elects, deposit the aggregate redemption price of the shares to be
redeemed with any bank or trust company doing business in the City of New York, New
York, or Spokane, Washington , having a capital and surplus of at least $5,000,000, named
in such notice, payable on the date fixed for redemption in the proper amounts to the
respective holders of the shares to be redeemed, upon endorsement, if required, and
surrender of their certificates for such shares, and on and after the making of such deposit
such holders shall cease to be shareholders of the Corporation with respect to such shares
and shall have no interest in or claim against the Corporation with respect to such shares,
excepting only the right to exercise such redemption or exchange rights, if any, on
before the date fixed for redemption as may have been provided with respect to such shares
or the right to receive the redemption price of their shares from such bank or trust company
on the date fixed for redemption, without interest, upon endorsement, if required, and
surrender of their certificates for such shares.
(4) If the Corporation shall have so elected to deposit the redemption moneys with a bank or
trust company, any moneys so deposited which shall remain unclaimed at the end of six
years after the redemption date shaH be repaid to the Corporation, and upon such
repayment holders of Preferred Stock who shall not have made claim against such moneys
prior to such repayment shall be deemed to be unsecured creditors of the Corporation for
an amount, without interest, equal to the amount they would theretofore have been entitled
to receive from such bank or trust company. Any redemption moneys so deposited which
shall not be required for such redemption because of the exercise, after the date of such
deposit, of any right of conversion or exchange or otherwise, shall be returned to the
Corporation forthwith. The Corporation shall be entitled to receive any interest aHowed by
any bank or trust company on any moneys deposited with such bank or trust company as
herein provided, and the holders of any shares called for redemption shaH have no claim
against any such interest.
(5) Nothing herein contained shall limit any legal right of the Corporation to purchase or
otherwise acquire any shares of the Preferred Stock.
(j)
The holders of the Preferred Stock shall not have any right to vote for the election of Directors
or for any other purpose except as otherwise provided by law and as set forth below in this
subdivision of this Article TIDRD or elsewhere in these Articles of Incorporation. Holders of
Preferred Stock shall be entitled to notice of each meeting of shareholders at which they shall
have any right to vote but except as may be otherwise provided by law shall not be entitled to
notice of any other meeting of shareholders.
(1) Whenever and as often as, at any date, dividends payable on any shares of the Preferred
Stock shall be in arrears in an amount equal to the aggregate amount of dividends
accumulated on such shares of the Preferred Stock over the eighteen-month period ended
on such date, the holders of the Preferred Stock of all series, voting separately and as a
single class, shall be entitled to vote for and to elect a majority of the Board of Directors,
and the holders of the Common Stock, voting separately and as a single class, shall be
entitled to vote for and to elect the remaining Directors of the Corporation. The right of
the holders of the Preferred Stock to elect a majority of the Board of Directors shall,
however, cease when all defaults in the payment of dividends on their stock shaH have
been cured and such dividends shaH be declared and paid out of any funds legally available
therefor as soon as in the judgment of the Board of Directors is reasonably practicable.
The terms of office of all persons who may be Directors of the Corporation at the time the
right to elect Directors shall accrue to the holders of the Preferred Stock as herein provided
shall terminate upon the election of their successors at a meeting of the shareholders of the
Corporation then entitled to vote. Such election shall be held at the next Annual Meeting
of Shareholders or may be held at a special meeting of shareholders but shall be held upon
notice as provided in the Bylaws of the Corporation for a special meeting of the
shareholders. Any vacancy in the Board of Directors occurring during any period when the
Preferred Stock shall have elected representatives on the Board shall be filled by a majority
vote of the remaining Directors representing the class of stock theretofore represented by
the Director causing the vacancy. At all meetings of the shareholders held for the purpose
of electing Directors during such times as the holders of the Preferred Stock shall have the
exclusive right to elect a majority of the Board of Directors of the Corporation , the
presence in person or by proxy of the holders of a majority of the outstanding shares of
Preferred Stock of all series shall be required to substitute a quorum of such class for the
election of Directors, and the presence in person or by proxy of the holders of a majority of
the outstanding shares of Common Stock shall be required to constitute a quorum of such
class for the election of Directors; provided, however, that the absence of a quorum of the
holders of stock of either class shall not prevent the election at any such meeting, oradjournment thereof, of Directors by the other class if the necessary quorum of the holders
of stock of such class is present in person or by proxy at such meeting; and provided
further, that, in the absence of a quorum of the holders of stock of either class, a majority
of those holders of such stock who are present in person or by proxy shall have the power
to adjourn the election of those Directors to be elected by that class from time to time
without notice, other than announcement at the meeting, until the requisite amount ofholders of stock of such class shall be present in person or by proxy.
(2) So long as any shares of the Preferred Stock shall be outstanding, the Corporation shaIl
not, without the affmnative vote of the holders of at least a majority of the shares of the
Preferred Stock at the time outstanding, adopt any amendment to these Articles ofIncorporation if such amendment would:
(i)create or authorize any new class of stock ranking prior to or on a parity with the
Preferred Stock as to dividends or upon dissolution, liquidation or winding up;
(ii)increase the authorized number of shares of the Preferred Stock; or
(iii) change any of the rights or preferences of the Preferred Stock at the time outstanding
provided, however, that if any proposed change of any of the rights or preferences of
any outstanding shares of the Preferred Stock would affect the holders of shares of
one or more, but not all, series of the Preferred Stock then outstanding, only the
affirmative vote of the holders of at least a majority of the total number ofoutstanding shares of all series so affected shaIl be required; and provided furtherthat nothing herein shaIl authorize the adoption of any amendment to these Articles
of Incorporation by the vote of the holders of a lesser number of shares of thePreferred Stock, or of any other class of stock, or of all classes of stock, than is
required for such an amendment by the laws of the state of Washington at the time
applicable thereto.
(3) So long as any shares of the Preferred Stock shall be outstanding, the Corporation shallnot, without the affirmative vote of the holders of at least a majority of the shares of the
Preferred Stock at the time outstanding, issue any shares of the Preferred Stock, or of any
other class of stock .ranking prior to or on a parity with the Preferred Stock as to dividends
or upon dissolution, liquidation or winding up, unless the net income of the Corporationavailable for the payment of dividends for a period of twelve consecutive calendar months
within the fifteen calendar months immediately preceding the issuance of such shares
(including, in any case in which such shares are to be issued in connection with the
acquisition of new property, the net income of the property so to be acquired, computed on
the same basis as the net income of the CorPoration) is at least equal to one and one-halftimes the annual dividend requirements on all shares of the Preferred Stock, and on allshares of all other classes of stock ranking prior to or on a parity with the PrefelTed Stockas to dividends or upon dissolution, liquidation or winding up, which will be outstandingimmediately after the issuance of such shares, including the shares proposed to be issued;
provided, however, that if the shares of any series of the Preferred Stock or any such prior
or parity stock shall have a variable dividend rate, the annual dividend requirement on the
shares of such series shall be determined by reference to the weighted average dividend
rate on such shares during the twelve-month period for which the net income of the
Corporation available for the payment of dividends shall have been determined; and
provided, further, that if the shares of the series to be issued are to have a variable dividend
rate, the annual dividend requirement on the shares of such series shaH be detennined byreference to the initial dividend rate upon the issuance of such shares. In any case where it
would be appropriate, under generally accepted accounting principles to combine or
consolidate the financial statements of any parent or subsidiary of the Corporation with
those of the Corporation, the foregoing computation may be made on the basis of such
combined or consolidated financial statements.
(k) Subject to the limitations set forth in subdivision (j) of this Article THIRD (and subject to the
rights of any class of stock hereafter authorized), and except as may be otherwise provided bylaw, the holders of the Common Stock shall have the exclusive right to vote for the election of
Directors and for all other purposes. At each meeting of shareholders, each holder of stock
entitled to vote thereat shall be entitled to one vote for each share of such stock held by him and
recorded in his name on the record date for such meeting, and may vote and otherwise act in
person or by proxy; provided, however, that at each election for Directors every shareholderentitled to vote at such election shaH have the right to vote the number of shares held by him for
as many persons as there are Directors to be elected and for whose election he has the right to
vote, or to cumulate his votes by giving one candidate as many votes as the number of such
Directors multiplied by the number of his shares shall equal, or by distributing such votes on thesame principle among any number of such candidates.
(1)Subject to the limitations set forth in subdivision (j) of this Article TH1RD (and subject to the
rights of any class of stock hereafter authorized), and except as may be otherwise provided bylaw, upon the vote of a majority of all of the Directors of the Corporation and of the holders of
record of two-thirds of the total number of shares of the Corporation then issued andoutstanding and entitled to vote (or, if the vote of a larger number or different proportion of
shares is required by the laws of the state of Washington, notwithstanding the above agreement
of the shareholders of the Corporation to the contrary, then upon the vote of the holders of
record of the larger number or different proportion of shares so required) the Corporation may
from time to time create or authorize one or more other classes of stock with such preferences
designations, rights, privileges, powers, restrictions, limitations and qualifications as may be
determined by said vote, which may be the same or different from the preferences, designationsrights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of
the Corporation then authorized and/or the Corporation may increase or decrease the number '
shares of one or more of the classes of stock then authorized.
(m) All stock of the Corporation without nominal or par value whether authorized herein or upon
subsequent increases of capital stock or pursuant to any amendment hereof may be issued, soldand disposed of by the Corporation from time to time for such consideration in labor, servicesmoney or property as may be fixed from time to time by the Board of Directors and authority to
the Board of Directors so to fix such consideration is hereby granted by the shareholders. Theconsideration received by the Corporation from the issuance and sale of new or additionalshares of capital stock without par value shall be entered in the capital stock account.
(n) No holder of any stock of the Corporation shall be entitled as of right to purchase or subscribe
for any part of any stock of the Corporation authorized herein or of any additional stock of any
class to be issued by reason of any increase of the authorized capital stock of the Corporation or
of any bonds, certificates of indebtedness, debentures or other securities convertible into stock
of the Corporation but any stock authorized herein or any such additional authorized issue of
any stock or of securities convertible into stock may be issued and disposed of by the Board of
Directors to such persons, firms, corporations or associations upon such terms and conditions as
the Board of Directors in their discretion may determine without offering any thereof on the
same terms or any terms to the shareholders then of record or to any class of shareholders.
0) C 1) Series I. There is hereby established a ninth series of the Preferred Stock of the
Corporation which shall have, in addition to the general terms and characteristics of all of
the authorized shares of Preferred Stock of the Corporation, the following distinctive terms
and characteristics:
(a)
Cb)
Cc)
Cd)
The ninth series of Preferred Stock of the Corporation shall consist of 500,000 shares
and be designated as "$8.625 Preferred Stock, Series I"
Said ninth series shall have a dividend rate of $8.625 per share per annum.
The amount payable upon the shares of said ninth series in the event of dissolution,
liquidation or winding up of the Corporation shall be $100.00 per share plus an
amount equivalent to the accumulated and unpaid dividends thereon, if any, to the
date of such dissolution, liquidation or winding up:.
(i)As and for a sinking fund for the redemption of shares of said ninth series, on
June IS, 1996 and each June 15 thereafter until all shares of said ninth series
shall have been retired, the Corporation shall redeem 100,000 shares of said
ninth series at the price of $100.00 per share plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the date fixed for
redemption. The Corporation shall be entitled, at its option, on June 15, 1996
and each June 15 thereafter, to redeem up to 100 000 shares of said ninth
series, in addition to the shares otherwise required to be redeemed on such
date, at $100.00 per share plus an amount equivalent to the accumulated and
unpaid dividends thereon, if any, to the date fixed for redemption; provided
however, that the option of the Corporation to so redeem up to 100 000
additional shares of the ninth series on each such sinking fund redemption date
shall not be cumulative and shall not reduce the sinking fund requirements of
this subparagraph Cd) in any subsequent year. In the case of any redemption
pursuant to this paragraph Cd), the shares to be redeemed shall be selected by
lot among the holders of the shares of said ninth series then outstanding in
such manner as the appropriate Officers of the Corporation shall determine to
result in a random selection. The . shares of said ninth series shall not be
redeemable at the option of the Corporation except as set forth in this
subparagraph Cd).
(ii)The sinking fund requirement of the Corporation to redeem shares of said
ninth series pursuant to this subparagraph Cd) shall be subject to any applicable
restrictions of law and such redemption shall be made only out of funds legally
available therefor.
(iii) The sinking fund requirement of the Corporation to redeem shares of said
ninth series pursuant to this subparagraph Cd) shall be cumulative. If at any
time the Corporation shall not have satisfied in full the cumulative sinking
fund requirement to redeem shares of said ninth series, the Corporation shall
not payor declare and set apart for payment any dividends upon, or make any
other distribution with respect to, or redeem, purchase or otherwise acquire
Ce)
any shares of, the Common Stock or any other class of stock ranking as to
dividends and distributions of assets junior to the Preferred Stock.
Civ) If at any time the Corporation shall not have satisfied in fuII the cumulativesinking fund requirement to redeem shares of said ninth series pursuant to this
subparagraph Cd), and if at such time the Corporation shall be required
pursuant to a sinking or similar fund to redeem or purchase shares of any other
series of the Preferred Stock or any other class of stock ranking as to dividends
and distributions of assets on a parity with the Preferred Stock, any funds ofthe Corporation legally available for the purpose shall be allocated among all
such sinking or similar funds for series of the Preferred Stock and such parity
stock in proportion to the respective amounts then required for the satisfaction
thereof.
The shares of said ninth series shall not, by their terms, be convertible.
(2) Series K. There is hereby established an eleventh series of the Preferred Stock of the
Corporation which shall have, in addition to the general terms and characteristics of all of
the authorized shares of Preferred Stock of the Corporation, the following distinctive terms
and characteristics:
(a)
Cb)
(c)
Cd)
The eleventh series of Preferred Stock of the Corporation shall consist of 350 000
shares and be designated as "$6.95 Preferred Stock, Series K."
Said eleventh series shall have a dividend rate of $6.95 per share per annum.
The amount payable upon the shares of said eleventh series in the event of
dissolution, liquidation or winding up of the Corporation shall be $100.00 per share
plus an amount equivalent to accumulated and unpaid dividends thereon, if any, tothe date of such dissolution, liquidation or winding up.
Ci)As and for a sinking fund for the redemption of shares of said eleventh series,
on September 15, 2002, and on each September 15 thereafter to and including
September 15 , 2006, the Corporation shall redeem 17 500 shares of said
eleventh series, and on September 15, 2007, the Corporation shall redeem all
of the shares of said eleventh series then outstanding, in each case at the price
of $100.00 per share plus an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for redemption. The Corporation
shall be entitled, at its option, on September 15, 2002, and on each September
15 thereafter to and including September 15, 2006, to redeem up to 17 500shares of said eleventh series, in addition to the shares otherwise required to be
redeemed on such date, at the price of $100.00 per share plus an amount
equivalent to the accumulated and unpaid dividends thereon, if any, to the date
fixed for redemption; provided, however, that the option of the Corporation to
so redeem up to 17,500 additional shares of the eleventh series on each such
sinking fund redemption date shaII not be cumulative and shall not reduce the
sinking fund requirements of this subparagraph Cd) in any subsequent year.
The Corporation shall be entitled, at its option, to credit against any sinking
fund redemption requirement any shares of said eleventh series theretofore
purchased or otherwise acquired by the Corporation and not theretoforecredited against any other sinking fund redemption requirement. In the case
any redemption pursuant to this subparagraph (d), the shares to be redeemed
shall be selected by lot among the holders of the shares of said eleventh series
then outstanding in such manner as the appropriate Officers of the Corporation
shall determine to result in a random selection. The shares of said eleventh
series shall not be redeemable at the option of the Corporation except as set
forth in this subparagraph (d).
(ii)The sinking fund requirement of the Corporation to redeem shares of said
eleventh series pursuant to this subparagraph (d) shall be subject to any
applicable restrictions of law and such redemption shall be made only out of
funds legally available therefor.
(iii) The sinking fund requirement of the Corporation to redeem shares of said
eleventh series pursuant to this subparagraph (d) shall be cumulative. If at any
time the Corporation shall not have satisfied in full the cumulative sinking
fund requirement to redeem shares of said eleventh series, the Corporation
shall not payor declare and set apart for payment any dividends upon, or makeany other distribution with respect to, or redeem, purchase or otherwise
acquire any shares of, the Common Stock or any other class of stock ranking as
to dividends and distributions of assets junior to the Prefened Stock.
(iv) If at any time the Corporation shall not have satisfied in full the cumulative
sinking fund requirement to redeem shares of said eleventh series pursuant to
this subparagraph (d), and if at such time the Corporation shall be required
pursuant to a sinking or similar fund to redeem or purchase shares of any other
series of the Preferred Stock or any other class of stock ranking as to dividends
and distributions of assets on a parity with the Preferred Stock, any funds of
the Corporation legally available for the purpose shall be allocated among all
such sinking or similar funds for series of the Preferred Stock and such parity
stock in proportion to the respective amounts then required for the satisfaction
thereof.
(e)The shares of said eleventh series shall not, by their tenDs, be convertible.
(3) Series L. There is hereby established a twelfth series of the Preferred Stock of the
Corporation which shall have, in addition to the general tenDS and characteristics of all
the authorized shares of Preferred Stock of the Corporation, the following distinctive terms
and characteristics:
(a)The twelfth series of Preferred Stock of the Corporation shall consist of 1 540,460
shares and be designated as "$12.40 Preferred Stock, Convertible Series L"
(b)Said twelfth series shall have a dividend rate of $12.40 per share per annum;
provided, however, that the amount of the dividend per share payable on December
, 1998 shall be $3.10.
(c)The shares of said twelfth series shall not, by their terms , be redeemable.
(d)The amount payable upon the shares of said twelfth series in the event of dissolution
liquidation or winding up of the Corporation shall be $182.8125 per share plus an
amount equivalent to accumulated and unpaid dividends thereon, if any, to the date
of such dissolution, liquidation or winding up.
(e)There shall be no sinking fund for the redemption or purchase of shares of saidtwelfth series.
(f)(i) (A) Each share of said twelfth series shall be mandatorily converted on November
1, 2001 (the "Mandatory Conversion Date ) into (1) a number of shares of
Common Stock determined by reference to the Common Equivalent Rate (as
hereinafter defined) then in effect plus (2) the right to receive an amount, in
cash, equivalent to the accumulated and unpaid dividends on such share of
said twelfth series, if any, to but excluding the Mandatory Conversion Date.
(B) Each share of said twelfth series shall be convertible, at the option of the
Company, at any time on or after December 15, 1998 and prior to the
Mandatory Conversion Date, into (1) a number of shares of Common Stock
equal to the Optional Conversion Price then in effect, (2) the right to receive
an amount, in cash, equivalent to the accumulated and unpaid dividends on
the share of said twelfth series to be converted to but excluding the date fixed
for conversion plus (3) the right to receive the Optional Conversion Premium;
it being understood that the Company may not so convert less than all shares
of said twelfth series.
(C) Each share of said twelfth series shall be mandatorily converted, at the timeof effectiveness of any Extraordinary Transaction, into, or into the right to
receive, as the case may be, securities and other property (including cash) of
the same character and in the same respective amounts as the holder of such
share would have received if such share had been converted pursuant to
clause (B) above immediately prior to such time of effectiveness.
(ii) (A) The "Common Equivalent Rate" shall be initially ten shares of Common
Stock for each share of said twelfth series; provided, however, that the
Common Equivalent Rate shall be subject to adjustment from time to time as
provided below. All adjustments to the Common Equivalent Rate shall be
calculated to the nearest 1I1O0th of a share of Common Stock. Such rate, asadjusted and in effect at any time, is herein called the "Common Equivalent
Rate.
(B) If the Corporation shall do any of the following (each, an "AdjustmentEvent
(1) pay a dividend or make a distribution with respect to Common Stock in
shares of Common Stock
(2) subdivide, reclassify or split its outstanding shares of Common Stock into
a greater number of shares
(3) combine or reclassify its outstanding shares of Common Stock into a
smaller number of shares, or
(4) issue by reclassification of its shares of Common Stock any shares of
Common Stock other than in an Extraordinary Transaction (as hereinafter
defined),
then the Common Equivalent Rate in effect immediately prior to such
Adjustment Event shall be adjusted so that on the Mandatory Conversion
Date each share of said twelfth series shall be converted into the number of
shares of Common Stock that the holder of such share would have owned or
been entitled to receive after .the happening of the Adjustment Event had such
share been mandatorily converted immediately prior to the record date, if any,
for such Adjustment Event or, if there is no record date, immediately prior to
the effectiveness of such Adjustment Event. In case the Adjustment Event is
a dividend or distribution, the adjustment to the Common Equivalent Rate
shall become effective as of the close of business on the record date for
determination of shareholders entitled to receive such dividend or distribution
and any shares of Common Stock issuable in payment of a dividend shall be
deemed to have been issued immediately prior to the close of business on the
record date for such dividend for purposes of calculating the number of
outstanding shares of Common Stock under clauses (C) and (D) below; and,
in case the Adjustment Event is a subdivision, split, combination or
reclassification, the adjustment to the Common Equivalent Rate shall become
effective immediately after the effective date of such subdivision, split,
combination or reclassification. Such adjustment shall be made successively.
In the event that Rights are separated from the outstanding shares of the
Common Stock in accordance with the provisions of the Rights Agreement
such that holders of shares of said twelfth series would not be entitled to
receive any Rights in respect of the shares of Common Stock issuable upon
conversion of the shares of said twelfth series, the Common Equivalent Rate
shall be adjusted by multiplying the Common Equivalent Rate in effect on the
Distribution Date (as defined in the Rights Agreement) by a fraction (1) the
numerator of which shall be the Current Market Price per share of the
outstanding shares of Common Stock on the Trading Date next preceding the
Distribution Date and (2) the denominator of which shall be such Current
Market Price less the fair market value (as determined by the Board of
Directors of the Company, whose determination shall be conclusive, final andbinding on the Corporation and all shareholders of the Corporation) as of
such Distribution Date of the portion of the Rights allocable to one share of
Common Stock. Such adjustment shall become effective on the opening of
business on the business day next following the Distribution Date and will
remain in effect unless and until (A) the Company (i) amends the Rights
Agreement to provide that upon conversion of the shares of said twelfth series
the holders thereof will receive, in addition to the shares of Common Stock
issuable upon such conversion, the Rights which would have attached to such
shares of Common Stock if the Rights had not become separated from the
Common Stock pursuant to the Rights Agreement and (ii) converts the
Preferred Stock into shares of Common Stock with such Rights or (B) the
Rights expire, terminate or are redeemed, in which case appropriate
adjustments, if any, shall be made to the Common Equivalent Rate consistent
with the provisions of this subparagraph (f)(i). Notwithstanding theforegoing, in the event the aforesaid fair market value of the portion of the
Rights allocable to one share of Common Stock is equal to or greater than the
Current Market Price per share of Common Stock on the Trading Date
mentioned above, in lieu of the foregoing adjustment, adequate provision
shall be made so that each holder of shares of said twelfth series shall have
the right to receive upon conversion the number of shares of Common Stocksuch holder would have received had the shares of said twelfth series been
mandatorily converted immediately prior to the Distribution Date.
(C) If the Corporation shall, after the date of the initial issuance of shares of said
twelfth series, issue rights or warrants to all holders of the Common Stockentitling them for a period not exceeding 45 days from the date of suchissuance to subscribe for or purchase shares of Common Stock at a price per
share less than the Current Market Price of the Common Stock (as hereinafter
defined), on the record date for the determination j)f shareholders entitled to
receive such rights or warrants, then in each case the Common Equivalent
Rate shall be adjusted by multiplying the Common Equivalent Rate in effect
immediately prior to the date of issuance of such rights or warrants by a
fraction (1) the numerator of which shall be the number of shares of Common
Stock outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus the number of additional shares of
Common Stock offered for subscription or purchase pursuant to such rights or
warrants and (2) the denominator of which shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights or warrants
immediately prior to such issuance, plus the number of shares of CommonStock which the aggregate offering price of the total number of shares of
Common Stock so offered for subscription or purchase pursuant to such rights
or warrants would purchase at such Current Market Price (determined by
multiplying such total number of shares by the exercise price of such rights or
warrants and dividing the product so obtained by such Current Market Price).
Such adjustment shall become effective as of the close of business on the
record date for the determination of shareholders entitled to exercise suchrights or warrants. To the extent that shares of Common Stock are not
delivered after the expiration of such rights or warrants, the Common
Equivalent Rate shall be readjusted to the Common Equivalent Rate which
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of delivery of only the number of
shares of Common Stock actually delivered. Such adjustment shall be made
successively.
(D) If the Corporation shall pay a dividend or make any other distribution to all
holders of its Common Stock of evidences of its indebtedness or other assets
(including shares of capital stock of the Corporation (other than Common
Stock) but excluding any distributions and dividends referred to in clause (B)
above or any cash dividends), or shall issue to all holders of its CommonStock rights or warrants to subscribe for or purchase any of its securities
(other than those referred to in clause (C) above), then, in each such case, the
Common Equivalent Rate shall be adjusted by multiplying the Common
Equivalent Rate in effect on the record date for the determination of
shareholders entitled to receive such dividend or distribution mentioned
below by a fraction (1) the numerator of which shall be the Current Market
Price of the Common Stock on such record date and (2) the denominator of
which shall be such Current Market Price per share of Common Stock less the
fair market value (as determined by the Board of Directors of the
Corporation, whose determination shall be conclusive, as final and binding
upon the Corporation and aH shareholders of the Corporation) as of such
record date of the portion of the assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants, aHocable to one share
of Common Stock. Such adjustment shaH become effective on the opening of
business on the business day next following the record date for the
determination of the shareholders entitled to receive such dividend or
distribution. Notwithstanding the foregoing, in the event the portion of the
assets or other evidences of indebtedness so distributed allocable to one share
of Common Stock has a value equal to or greater than the Current Market
Price per share of Common Stock on the record date mentioned above, in lieu
of the foregoing adjustment, adequate provision shall be made so that each
holder of shares of said twelfth series shall have the right to receive upon
conversion assets or other evidences of indebtedness having a value in the
amount such holder would have received had the shares of said twelfth series
been mandatorily converted immediately prior to the record date for such
dividend or distribution.
(E) If the Corporation shall pay a dividend or make any other distribution to all
holders of its Common Stock exclusively in cash (excluding any quarterly
cash dividend on Common Stock in any quarter to the extent it does not
exceed $.16 per share (as adjusted to reflect subdivisions or combinations of
Common Stock)) the Common Equivalent Rate shall be adjusted by
multiplying the Common Equivalent Rate in effect on the record date for the
determination of the shareholders entitled to receive such dividend or
distribution by a fraction (1) the numerator of which shaH be such Current
Market Price per share of the Common Stock on such record date and (2) the
denominator of which shall be such Current Market Price less the amount of
cash so distributed (and not excluded as provided above) allocable to one
share of Common Stock. Such adjustment shall become effective
immediately prior to the opening of business on the business day next
following record date. Notwithstanding the foregoing, in the event the
portion of the cash so distributed allocable to one share of Common Stock is
equal to or greater than the Current Market Price per share of Common Stock
on the record date mentioned above, in lieu of the foregoing adjustment
adequate provision shall be made so that each holder of shares of said twelfth
series shall have the right to receive upon conversion the amount of cash such
holder would have received had the shares of said twelfth series been
mandatorily converted immediately prior to the record date for such dividend
or distribution. If an adjustment is required to be made pursuant to this clause
(E) as a result of a distribution that is a quarterly dividend, such adjustment
shall be based upon the amount by which such distribution exceeds the
amount of the quarterly cash dividend permitted to be excluded as provided
above; and an adjustment is required to be made pursuant to this clause (E) as
a result of a distribution that is not a quarterly dividend, such adjustment shall
be based upon the full amount of the distribution.
(F) Anything herein to the contrary notwithstanding, the Corporation may, at its
option, make such upward adjustment in the Common Equivalent Rate, in
addition to the adjustments specified above, as the Corporation in its sole
discretion may determine to be advisable, in order that any stock dividends
subdivision of shares, distribution of rights to purchase stock or securities, or
a distribution of securities convertible into or exchangeable for stock (or any
transaction that could be treated as any of the foregoing transactions pursuant
to Section 305 of the Internal Revenue Code of 1986, as amended) hereafter
made by the Corporation to its shareholders shall not be taxable. Any such
adjustment shall be made effective as of such date as the Board of Directors
of the Corporation shall determine. The determination of the Board
Directors of the Corporation as to whether or not such an adjustment to the
Common Equivalent Rate should be made and, if so, as to what adjustment
should be made and when, shall be conclusive, final and binding on the
Corporation and all shareholders of the Corporation.
(G) As used herein, the "Current Market Price" of a share of Common Stock on
any date shall be, except as otherwise specifically provided, the average of
the daily Closing Prices (as hereinafter defined) for the five consecutive
Trading Dates (as hereinafter defined) ending on and including the date of
determination of the Current Market Price;. provided, however, that if the
Closing Price of the Common Stock on the Trading Date next following such
five-day period (the "next-day closing price ) is less than 95% of such
average Closing Price, then the Current Market Price per share of Common
Stock on such date of determination will be the next-day Closing Price; and
provided further, that with respect to any conversion or antidilution
adjustment, if any event that results in an adjustment of the Common
Equivalent Rate occurs during the period beginning on the first date of the
applicable determination period and ending on the applicable conversion date
the Current Market Price as determined pursuant to the foregoing will be
appropriately adjusted to reflect the occurrence of such event.
(H) In any case in which an adjustment as a result of any event is required to
become effective as of the close of business on the record date for such event
and the Mandatory Conversion Date occurs after such record date but before
the occurrence of such event, the Corporation may in its sole discretion elect
to defer the following until after the occurrence of such event (but shall be
under no obligation to do so): (1) issuing to the holder of any converted
shares of said twelfth series the additional shares of Common Stock issuable
upon such conversion as a result of such adjustment and (2) paying to such
holder any amount in cash in lieu of a fractional share of Common Stock as
hereinafter provided.
(iii) Whenever the Common Equivalent Rate is adjusted as herein provided , the
Corporation shall:
(A) forthwith compute the adjusted Common Equivalent Rate in accordance
herewith and prepare a certificate signed by the President, any Vice President
or the Treasurer of the Corporation setting forth the adjusted Common
Equivalent Rate, the method of calculation thereof in reasonable detail and
the facts requiring such adjustment and upon which such adjustment is based,
which certificate shall be conclusive, final and binding evidence of the
correctness of the adjustment, and file such certificate forthwith with the
transfer agent or agents for the shares of said twelfth senes and for the
Common Stock; and
(B) mail a notice stating that the Common Equivalent Rate has been adjusted, the
facts requiring such adjustment and upon which such adjustment is based and
setting forth the adjusted Common Equivalent Rate to the holders of record of
the outstanding shares of said twelfth series at or prior to the time the
Corporation mails an interim statement to its shareholders covering the fiscal
quarter during which the facts requiring such adjustment occurred, but in anyevent within 45 days of the end of such fiscal quarter.
(iv) No fractional shares or scrip representing fractional shares of Common Stock
shall be issued upon the conversion of any shares of said twelfth series. Instead
of any fractional interest in a share of Common Stock which would otherwise bedeliverable upon the conversion of a share of said twelfth series, the Corporationshall pay to the holder of such share an amount in cash (computed to the nearest
cent) equal to the same fraction of the Current Market Price of the Common Stock
determined as of the second Trading Date immediately preceding (i) the day on
which the Company gives notice of an option conversion, (ii) in the event of an
Extraordinary Transaction, the effective date of such transaction or (iii) in the
event of a mandatory conversion, the Mandatory Conversion Date. If more thanone share of any holder shall be converted at the same time, the number of full
shares of Common Stock into which such shares shall be converted shall be
computed on the basis of the aggregate number of shares so converted.
(v) Definitions.As used with respect to the shares of said twelfth series:
(A) the tenD "business day" shall mean any day other than a Saturday, Sunday or
a day on which banking institutions in the State of Washington or the State of
New York are authorized or obligated by law or executive order to remain
closed or are closed because of a banking moratorium or otherwise;
(B) the term "Closing Price" on any day shall mean the reported last sale price on
such day, or, in case no such sale takes place on such day, the average of the
reported last bid and asked prices on such day, in either case as reported on
the Consolidated Tape maintained by the Consolidated Tape Association, orif the Common Stock is not listed or admitted to trading on any securitiesexchange which participates in the Consolidated Tape Association, theaverage of the reported last bid and asked prices regular way (with any
relevant due bills attached) of the Common Stock on the over-the-counter
market on the day in question as reported by the National Association of
Securities Dealers Automated Quotation System. or a similar general1yaccepted reporting service, or if no information of such character shall be
available, as determined in good faith by the Board of Directors on the basis
of such relevant factors as the Board of Directors in good faith considers
appropriate, (such determination to be conclusive, final and binding upon the
Corporation and all shareholders of the Corporation);
(C) the tenD "Extraordinary Transaction " shall mean a merger or consolidation of
the Corporation, a share exchange, division or conversion of the Corporation
capital stock or an amendment of the Restated Articles of Incorporation of the
Corporation that results in the conversion or exchange of Common Stock into,
or the right of the holders thereof to receive, in lieu of or in addition to their
shares of Common Stock, other securities or other property (whether of the
Corporation or any other entity);
CD) the term "Notice Date" with respect to any notice given by the Corporation in
connection with a conversion of any of the Shares of said twelfth series shall
be the date of the commencement of the mailing of such notice to the holders
of such shares as specified herein;
(E) the term "Optional Conversion Premium" shall mean , in respect of each share
of said twelfth series converted at the option of the Company, an amount, incash, initially equal to $20.90, declining by $.02111 for each day following
December 15, 1998 to and including the optional conversion date (computed
on the basis of a 360-day year consisting of twelve 30-day months) and equal
to $0 on and after September 15, 2001; provided, however, that in lieu of
delivering such amount in cash, the Company may, at its option, deliver a
number of shares of Common Stock equal to the quotient of such amountdivided by the Current Market Price on the second Trading Date immediately
preceding (1) the date on which the Company gives notice of such conversion
or (2) in the event of an Extraordinary Transaction, the effective date of such
transaction;
(F) the term "Optional Conversion Price shall mean, in respect of each share of
said twelfth series converted at the option of the Company, a number ofshares of Common Stock equal to the lesser of (1) the amount of $24.divided by the Current Market Price as of the second Trading Date
immediately preceding (a) the date on which the Company gives notice of
such conversion or (b) in the event of an Extraordinary Transaction, the
effective date of such transaction, multiplied by ten and (2) the number of
shares of Common Stock determined by reference to the Common Equivalent
Rate;
(G) the term "Rights Agreement" shall mean the Rights Agreement, dated as ofFebruary 16, 1990, between the Company and The Bank of New York
successor Rights Agent, as amended; and the term "Rights" shall mean the
Preferred Share Purchase Rights " established under the Rights Agreement;
and
(H) the term "Trading Date" shall mean a date on which the New York StockExchange (or any successor to such Exchange) is open for the transaction of
business.
(vi) (A) Unless otherwise required by applicable law, notice of any conversion shall
be sent to the holders of the shares of said twelfth series to be converted at the
addresses shown on the books of the Corporation by mailing a copy of such
notice not less than fifteen (15) days nor more than sixty (60) days prior to the
conversion date. Each such notice shall state (1) the conversion date, (2) thetotal number of shares of said twelfth series to be converted (being the total
number of shares outstanding), (3) the conversion price, (4) the place or
places where certificates for such shares are to be surrendered in exchange for
certificates and/or cash representing the conversion price and (5) that
dividends on the shares to be converted will cease to accrue on such
conversion date. Notwithstanding the foregoing, the failure so to mail any
such notice of mandatory conversion or any defect therein or in the mailing
thereof shall not prevent the occurrence of such conversion or impair the
validity thereof.
(B) The shares of said twelfth series shall, on the date fixed for conversion, be
deemed to have been converted; from and after such conversion date
dividends shall cease to accrue on such shares; and all rights of the holders of
such shares (except only rights as holders of securities into which such shares
shall have been converted and the right to receive certificates representing
such securities and the right to receive an amount equal to dividends accrued
on such shares to the date fixed for such conversion) shall terminate.
(vii) Upon the surrender by a holder of converted shares of said twelfth series of
certificates representing such shares in accordance with the notice of conversion
on or after the conversion date, the Corporation shall deliver to or upon the order
of such holder:
(A) certificates representing whole units of the securities into which such shares
of said twelfth series have been converted, such certificates to be registered in
such name or names, and to be issued in such denominations, as such holder
shall have specified;
(B) an amount, in cash, in lieu of fractional shares, as hereinbefore provided;
(C) an amount, in cash, equivalent to accumulated and unpaid dividends on such
shares of Series A Preferred Stock to the conversion date;
(D) an amount, in cash, securities or other property, representing any other
consideration to be delivered upon such conversion; and
(E) a certificate representing any shares of said twelfth series which had been
represented by the certificate or certificates delivered to the Corporation in
connection with such conversion but which were not converted.
(viii) The Corporation shall pay any and all documentary, stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock or other securities on the conversion of shares of said twelfth series;
provided, however, that the Corporation shall not be required to pay any tax
which may be payable in respect of any registration of transfer involved in the
issue or delivery of shares of Common Stock or other securities in a name other
than that of the registered holder of the shares converted, and no such issue or
delivery shall be made unless and until the person requesting such issue has paid
to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.
FOUR TH: The duration of the Corporation shall be perpetual.
FIFTH: The number of Directors of the Corporation shall be such number, not to exceed eleven (11),
as shall be specified from time to time by the Board of Directors in the Bylaws; provided, however, thatif the right to elect a majority of the Board of Directors shall have accrued to the holders of the Preferred
Stock as provided in paragraph (1) of subdivision CD of Article THIRD, then, during such period as suchholders shall have such right, the number of directors may exceed eleven (11). The Directors shall be
divided into three classes, as nearly equal in number as possible. Commencing with the directors electedat the 1987 Annual Meeting of Shareholders, the tenD of office of the fIrst class shall expire at the 1988Annual Meeting of Shareholders, the term of office of the second class shall expire at the 1989 AnnualMeeting of Shareholders and the term of office of the third class shall expire at the 1990 Annual Meeting
of Shareholders. At each Annual Meeting of Shareholders thereafter, Directors elected to succeed thoseDirectors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual
Meeting of Shareholders after their election. Notwithstanding the foregoing, Directors elected by the
holders of the Prefen-ed Stock in accordance with paragraph (1) of subdivision CD of Article THIRD shallbe elected for a term which shall expire not later than the next Annual Meeting of Shareholders. All
Directors shall hold office until the expiration of their respective terms of office and until theirsuccessors shall have been elected and qualified.
Subject to the provisions of paragraph (1) of subdivision (j) of Article THIRD
, "
(a) any vacancyoccurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors and any director so elected to fill a
vacancy shall be elected for the unexpired term of his or her predecessor in office and (b) anydirectorship to be filled by reason of an increase in the number of Directors may be filled by the Board of
Directors for a term of office continuing only until the next election of Directors by the shareholders.
No decrease in the number of directors constituting the Board of Directors shall shorten the term of
any incumbent director.
Subject to the provisions of paragraph (1) of subdivision (j) of Article THIRD and the provisions of
the next preceding paragraph of this Article FJFTH any Director may be removed from office at anytime, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting
power of all of the shares of capital stock of the Corporation entitled generally to vote in the election of
directors (such stock being hereinafter in these Articles of fucorporation called "Voting Stock"), voting
together as a single class, at a meeting of shareholders called expressly for that purpose; provided
however, that if less than the entire Board of Directors is to be removed, no one of the directors may beremoved if the votes cast against the removal of such director would be sufficient to elect such director if
then cumulatively voted at an election of the ,class of Directors of which such director is a part.
Notwithstanding anything contained in these Articles of fucorporation to the contrary, the provisions
of this Article FJFfH shall not be altered, amended or repealed, and no provision inconsistent therewith
shall be included in these Articles of Incorporation or the Bylaws of the Corporation, without theaffIrmative vote of the holders of at least eighty percent (80%) of the voting power of all of the shares of
the Voting Stock, voting together as a single class.
SIXTH: That the principal place of business of said Corporation shall be Spokane, Spokane County,Washington.
SEVENTH: The corporate powers shall be exercised by the Board of Directors, except as otherwiseprovided by statute or by these Articles of Incorporation. The Board of Directors shall have power to
authorize the payment of compensation to the Directors for services to the Corporation, including fees for
attendance at meetings of the Board of Directors and other meetings , and to determine the amount ofsuch compensation and fees.
The Board of Directors shall have power to adopt, alter, amend and repeal the Bylaws of the
Corporation. To the extent provided under the laws of the state of Washington, any Bylaws adopted by
the Directors under the powers conferred hereby may be repealed or changed by the shareholders.
An Executive Committee may be appointed by and from the Board of Directors in such manner andsubject to such regulations as may be provided in the Bylaws, which committee shall have and mayexercise, when the Board is not in session, all the powers of said Board which may be lawfully delegated
subject to such limitations as may be provided in the Bylaws or by resolutions of the Board. The fact thatthe Executive Committee has acted shall be conclusive evidence that the Board was not in session at the
time of such action. Additional committees may be appointed by and from the Board of Directors in suchmanner and subject to such regulations as may be provided in the Bylaws. Any action required orpermitted by these Articles of Incorporation to be taken by-the Board of Directors of the Corporation may
be taken by a duly authorized committee of the Board of Directors, except as otherwise required by law.
No Director shall have any personal liability to the Corporation or its shareholders for monetary
damages for his or her conduct as a Director of the Corporation; provided, however, that nothing herein
shall eliminate or limit any liability which may not be so eliminated or limited under Washington law, asfrom time to time in effect. No amendment, modification or repeal of this paragraph shall eliminate or
limit the protection afforded by this paragraph with respect to any act or omission occurring prior to the
effective date thereof.
The Corporation shall, to the full extent permitted by applicable law, as from time to time in effect
indemnify any person made a party to, or otherwise involved in, any proceeding by reason of the fact that
he or she is or was a Director of the Corporation against judgments, penalties, fines, settlements andreasonable expenses actually incurred by him or her in connection with such proceeding. TheCorporation shall pay any reasonable expenses incurred by a Director in connection with any such
proceeding in advance of the final determination thereof upon receipt from such Director of suchundertakings for repayment as may be required by applicable law and a written affIImation by suchdirector that he or she has met the standard of conduct necessary for indemnification, but without any
prior determination, which would otherwise be required by Washington law, that such standard
conduct has been met. The Corporation may enter into agreements with each Director obligating theCorporation to make such indemnification and advances of expenses as are contemplated herein.Notwithstanding the foregoing, the Corporation shall not make any indemnification or advance which is
prohibited by applicable law. The rights to indemnity and advancement of expenses granted herein shall
continue as to any person who has ceased to be a Director and shall inure to the benefit of the heirs
executors and administrators of such a person.
A Director of the Corporation shall not be disqualified by his office from dealing or contracting with
this Corporation either as a vendor, purchaser or otherwise, nor shall any transaction or contract of the
Corporation be void or voidable by reason of the fact that any Director, or any firm of which any Director
is a member, or any corporation of which any Director is a shareholder or Director, is in any way
interested in such transaction or contract, provided that such transaction or contract is or shall beauthorized, ratified, or approved, either (1) by vote of a majority of a quorum of the Board of Directors or
of the Executive Committee without counting in such majority or quorum any Directors so interested, or
a member of a firm so interested, or a shareholder or Director of a corporation so interested; or (2) by the
written consent or by vote at a shareholders' meeting of the holders of record of a majority in number ofaU the outstanding shares of capital stock of the Corporation entitled to vote; nor shall any Director beliable to account to the Corporation for any profits realized by and from or through any such transaction
or contract of the Corporation authorized, ratified, or approved as aforesaid by reason of the fact that he
or any firm of which he is a member, or any corporation of which he is a shareholder or a Director, was
interested in such transaction or contract. Nothing herein contained shall create any liability in the events
above described or prevent the authorization, ratification or approval of such transaction or contract in
any other manner approved by law.
Shareholders shall have no rights, except as conferred by statute or by the Bylaws, to inspect any
book, paper or account of the Corporation.
Any property of the Corporation not essential to the conduct of its corporate business may be sold
leased, exchanged, or otherwise disposed of, by authority of its Board of Directors and the Corporation
may sell, lease, exchange or otherwise dispose of, all of its property and franchises, or any of its property,
franchises, corporate rights, or pri vileges, essential to the conduct of its corporate business and purposes
upon the consent of and for such consideration and upon such tenns as may be authorized by a majority
of all of the Directors and the holders of two-thirds of the issued and outstanding shares of the
Corporation having voting power (or, if the consent or vote of a larger number or different proportion of
the Directors and/or shares is required by the laws of the state of Washington, notwithstanding the above
agreement of the shareholders of the Corporation to the contrary, then upon the consent or vote of the
larger number or different proportion of the Directors and/or shares so required) expressed in writing, or
by vote at a meeting of holders of the shares of the Corporation having voting power duly held as
provided by law, or in the manner provided by the Bylaws of the Corporation, if not inconsistent
therewith.
Upon the affinnative vote of the holders of two-thirds of the issued and outstanding shares of the
Corporation having voting power given at a meeting of the holders of the shares of the Corporation
having voting power duly called for that purpose or when authorized by the written consent of the
holders of two-thirds of the issued and outstanding shares of the Corporation having voting power and
upon the vote of a majority of the Board of Directors, all of the property, franchises, rights and assets of
the Corporation may be sold, conveyed, assigned and transferred as an entirety to a new company to be
organized under the laws of the United States, the state of Washington or any other state of the United
States, for the purpose of so taking over all the property, franchises, rights and assets of the Corporation,
with the same or a different authorized number of shares of stock and with the same preferences, voting
powers, restrictions and qualifications thereof as may then attach to the classes of stock of the
Corporation then outstanding so far as the same shall be consistent with such laws of the United States or
of Washington or of such other state (provided that the whole or any part of such stock or of any class
thereof may be stock with or without a nominal or par value), the consideration for such sale and
conveyance to be the assumption by such new company of all of the then outstanding liabilities of the
Corporation and the issuance and delivery by the new company of shares of stock (any or all thereof
either with or without nominal or par value) of such new company of the several classes into which the
stock of the Corporation is then divided equal in number to the number of shares of stock of the
Corporation of said several classes then outstanding. In the event of such sale, each holder of stock of
the Corporation agrees so far as he may be permitted by the laws of Washington forthwith to surrender
for cancellation his certificate or certificates for stock of the Corporation and to receive and accept in
exchange therefor, as his full and final distributive share of the proceeds of such sale and conveyance and
of the assets of the Corporation, a number of shares of the stock of the new company of the class
corresponding to the class of the shares surrendered equal in number to the shares of stock of the
Corporation so surrendered, and in such event no holder of any of the stock of the Corporation shaU have
any rights or interests in or against the Corporation, except the right upon surrender of his certificate as
aforesaid properly endorsed, to receive from the Corporation certificates for such shares of said new
company as herein provided. Such new company may have aU or any of the powers of the Corporation
and the certificate of incorporation and bylaws of such new company may contain aU or any of the
provisions contained in the Articles of Incorporation and Bylaws of the Corporation.
Upon the written assent, in person or by proxy, or pursuant to the affirmative vote, in person or by
proxy, of the holders of a majority in number of the shares then outstanding and entitled to vote (or, if the
assent or vote of a larger number or different proportion of shares is required by the laws of the state ofWashington notwithstanding the above agreement of the shareholders of the Corporation to the contrary,
then upon the assent or vote of the larger number or different proportion of the shares so required) (1)
any or every statute of the state of Washington hereafter enacted, whereby the rights, powers orprivileges of the Corporation are or may be increased, diminished, or in any way affected, or whereby therights, powers or privileges of the shareholders of corporations organized under the law under which the
Corporation is organized are increased, diminished or in any way affected or whereby effect is given to
the action taken by any part less than all of the shareholders of any such corporation shall,notwithstanding any provision which may at the time be contained in these Articles of Incorporation or
any law, apply to the Corporation, and shall be binding not only upon the Corporation but upon every
shareholder thereof, to the same extent as if such statute had been in force at the date of the making and
filing of these Articles of Incorporation and/or (2) amendments to said Articles authorized at the time of
the making of such amendments by the laws of the state of Washington may be made; provided, howeverthat (a) the provisions of Article THIRD hereof limiting the preemptive rights of shareholders, requiring
cumulative voting in the election of Directors and regarding entry in the capital stock account ofconsideration received upon the sale of shares of capital stock without nominal or par value and all of the
provisions of Article FIFfH hereof shall not be altered, amended, repealed, waived or changed in anyway, unless the holders of record of at least two-thirds of the number of shares entitled to vote then
outstanding shall consent thereto in writing or affirmatively vote therefor in person or by proxy at a
meeting of shareholders at which such change is duly considered.
Special meetings of the shareholders may be called by the President, the Chainnan of the Board of
Directors, a majority of the Board of Directors, any Executive Committee of the Board of Directors, and
shall be called by the President at the request of the holders of at least two-thirds (213) of the votingpower of all of the shares of the Voting Stock, voting together as a single class. Only those matters that
are specified in the call of or request for a special meeting may be considered or voted upon at such
meeting.
Notwithstanding anything contained in these Articles of Incorporation to the contrary, the paragraph
in this Article SEVENTH relating to the adoption, alteration, amendment, change and repeal of theBylaws of the Corporation, the paragraph in this Article SEVENTH relating to the calling and conduct of
special meetings of the shareholders and this paragraph, and the provisions of the Bylaws of the
Corporation relating to procedures for the nomination of Directors, shall not be altered, amended or
repealed, and no provision inconsistent therewith shall be included in these Articles of Incorporation orthe Bylaws of the Corporation, without the affinnative vote of the holders of at least eighty percent
(80%) of the voting power of all the shares of the Voting Stock, voting together as a single class.
EIGHTH:
(a)In addition to any affirmative vote required by law or these Articles of Incorporation, and
except as otherwise expressly provided in subdivision (b) of this Article EIGHTH:
(1) any merger or consoHdation of the Corporation or any Subsidiary (as hereinafter defined)
with (a) any Interested Shareholder (as hereinafter defined) or (b) any other corporation
(whether or not itself an Interested Shareholder) which is, or after such merger orconsolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder;
(2) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any Interested Shareholder or any
Affiliate of any Interested Shareholder of any assets of the Corporation or any Subsidiary
having an aggregate Fair Market Value of $10,000,000 or more; or
(3) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series
of transactions) of any securities of the Corporation or any Subsidiary to any Interested
Shareholder or any Affiliate of any Interested Shareholder in exchange for cash, securities
or other property (or a combination thereof) having an aggregate Fair Market Value of
$10,000,000 or more; or
(4) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation
proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested
Shareholder; or
(5) any reclassification of securities (including any reverse stock split), or recapitalization of
the Corporation, or any merger or consolidation of the Corporation. with any of its
Subsidiaries or any other transaction (whether or not with or into or otherwise involving an
Interested Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of equity or convertible
securities of the Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Shareholder or any Affiliate of any Interested Shareholder;
shall require the affmnative vote of the holders of at least 80% of the voting power of all
of the shares of the Voting Stock, voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required or that the vote of a
lower percentage may be specified, by law or in any agreement with any national securities
exchange or otherwise. The tenn "Business Combination " as used in this Article EIGHTH
shall mean any transaction which is referred to in anyone or more of paragraphs (1)
through (5) of this subdivision (a).
(b)The provisions of subdivision (a) of this Article EIGHTH shall not be applicable to any
particular Business Combination, and such Business Combination shall require only such
affinnative vote, if any, as is required by law and any other provision of these Articles of
Incorporation, if all of the conditions specified in either paragraph (1) or paragraph (2) below
are met:
(1) The Business Combination shall have been approved by a majority of the Continuing
Directors (as hereinafter defined); or
(2) All of the following conditions shall have been met:
(A)The aggregate amount of the cash and the Fair Market Value (as hereinafter defined)
as of the date of the consummation of the Business Combination of consideration
other than cash to be received per share by holders of Common Stock in such
Business Combination shall be at least equal to the highest of the following:
(i)(if applicable) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers ' fees) paid by the Interested
Shareholder for any shares of Common Stock acquired by it (x) within the
two-year period immediately prior to the date of the rust public announcement
of the proposal of the Business Combination (the "Announcement Date ) or(y) in the transaction in which it became an Interested Shareholder, whicheveris higher;
(ii)the Fair Market Value per share of Common Stock on the Announcement Date
or on the date on which the Interested Shareholder became an Interested
Shareholder (the "Determination Date ), whichever is higher; and
(iii) (if applicable) the price per share equal to the Fair Market Value per share of
Common Stock determined pursuant to clause (A)(ii) above, multiplied by the
ratio of (x) the highest per share price (including any brokerage commissions,transfer taxes and soliciting dealers' fees) paid by the Interested Shareholder
for any shares of Common Stock acquired by it within the two-year period
immediately prior to the Announcement Date to (y) the Fair Market Value per
share of Common Stock on the first day in such two-year period upon which
the Interested Shareholder acquired any shares of Common Stock.
(B)The aggregate amount of the cash and the Fair Market V a~ue as of the date of the
consummation of the Business Combination of consideration other than cash to be
received per share by holders of shares of each class of outstanding Voting Stock
(other than Common Stock and Institutional Voting Stock (as hereinafter defined))
shall be at least equal to the highest of the following (it being intended that therequirements of this subparagraph (B) shall be required to be met with respect to
every class of outstanding Voting Stock (other than Institutional Voting Stock),whether or not the Interested Shareholder has previously acquired any shares of a
particular class of Voting Stock):
(i)(if applicable) the highest per share price (including any brokeragecommissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Shareholder for any shares of such class of Voting Stock acquired by it (x)
within the two-year period immediately prior to the Announcement Date or (y)
in the transaction in which it became an Interested Shareholder, whichever is
higher;
(ii)(if applicable) the highest preferential amount per share to which the holders
of shares of such class of Voting Stock are entitled in the event of any
voluntary or involuntary dissolution, liquidation or winding up of theCorporation;
(iii) the Fair Market Value per share of such class of Voting Stock on the
Announcement Date or on the Determination Date, whichever is higher; and
(iv) (if applicable) the price per share equal to the Fair Market Value per share of
such class of Voting Stock determined pursuant to clause (B)(iii) above
multiplied by the ratio of (x) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by theInterested Shareholder for any shares of such class of Voting Stock acquired
by it within the two-year period immediately prior to the Announcement Date
to (y) the Fair Market Value per share of such class of Voting Stock on the
first day in such two-year period upon which the Interested Shareholder
acquired any shares of such class of Voting Stock.
(C)The consideration to be received by holders of a particular class of outstandingVoting Stock (including Common Stock) shall be in cash or in the same fonD as the
Interested Shareholder has previously paid for shares of such class of Voting Stock.
If the Interested Shareholder has paid for shares of any class of Voting Stock withvarying fonDS of consideration, the fonD of consideration for such class of VotingStock shall be either cash or the fonD used to acquire the largest number of shares of
such class of Voting Stock previously acquired by it.
(D) After such Interested Shareholder has become an Interested Shareholder and prior tothe consummation of such Business Combination:
(i)except as approved by a majority of the Continuing Directors, there shall have
been no failure to declare and pay at the regular date therefor full dividends(whether or not cumulative) on the outstanding shares of stock of all classes
ranking prior as to dividends to the Common Stock;
Oi)there shall have been (x) no reduction in the annual rate of dividends paid onthe Common Stock (except as necessary to reflect any subdivision of theCommon Stock), except as approved by a majority of the Continuing
Directors, and (y) an increase in such annual rate of dividends as necessary to
reflect any reclassification (including any reverse stock split), recapitalization,reorganization or any similar transaction which has the effect of reducing the
number of outstanding shares of the Common Stock, unless the failure to so
increase such annual rate is approved by a majority of the Continuing
Directors; and
(iii) such Interested Shareholder shall not have become the beneficial owner of any
additional shares of Voting Stock except as part of the transaction which
results in such Interested Shareholder becoming an Interested Shareholder.
(E)After such Interested Shareholder has become an Interested Shareholder, such
Interested Shareholder shall not have received the benefit, directly or indirectly
(except proportionately as a shareholder), of any loans, advances, guarantees,
pledges or other financial assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation of or in connection with such
Business Combination or otherwise.
(F)A proxy or information statement describing the proposed Business Combination
and complying with the requirements of the Securities Exchange Act of 1934, asamended, and the rules and regulations thereunder (or any subsequent provisionsreplacing such Act, rules or regulations) shall be mailed to shareholders of the
Corporation at least 30 days prior to the consummation of such BusinessCombination (whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions).
(c)For the purposes of this Article EIGHTH:
The tenDS "Affiliate" and "Associate" have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934
as in effect on January 1, 1987.
A person shall be deemed to be a "beneficial owner" of any Voting Stock:
(i)which such person or any of its Affiliates or Associates beneficially owns, directly or
indirectly, or;
(ii)which such person or any of its Affiliates or Associates has (a) the right to acquire
(whether such right is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right
to vote pursuant to any agreement, arrangement or understanding; or
(iii) which is beneficially owned, directly or indirectly, by any other person with which
such person or any of its Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
shares of Voting Stock.
Por the purposes of determining whether a person is an Interested Shareholder the number of
shares of Voting Stock deemed to be outstanding shall include all shares of which such personis the beneficial owner in accordance with the foregoing definition but shall not include any
other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement orunderstanding, or upon exercise of conversion rights, warrants or options, or otherwise.
The tenD "Continuing Director" means any member of the Board of Directors of theCorporation who is unaffiliated with the Interested Shareholder and was a member of theBoard of Directors prior to the time that the Interested Shareholder became an InterestedShareholder, and any successor of a Continuing Director who is unaffiliated with the Interested
Shareholder and is recommended to succeed a Continuing Director by a majority of Continuing
Directors then on the Board of Directors.
The term "Pair Market Value" means (i) in the case of stock, the highest closing sale priceduring the 30-day period immediately preceding the date in question of a share of such stock
on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is notquoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listedon such Exchange, on the principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which such stock is listed, or, if such stock isnot listed on any such exchange, the highest closing bid quotation with respect to a share of
such stock during the 3D-day period preceding the date in question on the National Association
of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if nosuch quotations are available, the fair market value on the date in question of a share of such
stock as determined by the Continuing Directors in good faith; and (ii) in the case of property
other than cash or stock, the fair market value of such property on the date in question asdetermined by a majority of the Continuing Directors in good faith.
The term "Interested Shareholder" shall mean any person (other than the Corporation or any
Subsidiary) who or which:
(i)is the beneficial owner, directly or indirectly, of more than 10% of the voting power
of the outstanding Voting Stock; or
(ii)is an Affiliate of the Corporation and at any time within the two-year period
immediately prior to the date in question was the beneficial owner, directly or
indirectly, of 10% or more of the voting power of the then outstanding Voting Stock;
(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which
were at any time within the two-year period immediately prior to the date in question
beneficially owned by any Interested Shareholder, if such assignment or succession
shall have occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities Act of 1933, as
amended.
The term "Institutional Voting Stock" shall mean any class of Voting Stock which was issued
to and continues to be held solely by one or more insurance companies, pension funds,
commercial banks, savings banks or similar financial institutions or institutional investors.
The term "person " shall mean any individual, firm corporation or other entity.
The term "Subsidiary" shall mean any corporation of which a majority of any class of equity
security is owned, directly or indirectly, by the corporation; provided, however that for the
purposes of the definition of Interested Shareholder set forth above, the term "Subsidiary" shall
mean only a corporation of which a majority of each class of equity security is owned, directly
or indirectly, by the Corporation.
The term "Voting Stock" has the meaning ascribed to such term in Article FIFTH.
(d)
In the event of any Business Combination in which the Corporation survives, the phrase
consideration other than cash to be received" as used in paragraphs 2(A) and 2(B) of
subdivision (b) of this Article EIGHTH shall include the shares of Common Stock and/or the
shares of any other class of outstanding Voting Stock retained by the holders of such shares.
The Directors of the Corporation shall have the pow~r and duty to determine for the purposes
of this Article EIGHTH, on the basis of information known to them after reasonable inquiry,
(A) whether a person is an Interested Shareholder, (B) the number of shares of Voting Stock
beneficially owned by any person, (C) whether a person is an Affiliate or Associate of another
person, (D) whether a class of Voting Stock is Institutional Voting Stock, and (E) whether the
assets which are the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or any Subsidiary in any
Business Combination has, an aggregate Fair Market Value of $10 000,000 or more.
Nothing contained in this Article EIGHTH shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law.
Notwithstanding anything contained in these Articles of Incorporation to the contrary, the
provisions of this Article EIGHTH shall not be altered, amended or repealed, and no provision
inconsistent therewith shall be included in these Articles of Incorporation or the Bylaws of the
Corporation, without the affmnative vote of the holders of at least eighty percent (80%) of the
voting power of all of the shares of the Voting Stock, voting together as a single class.
IN \\fTI1'fESS WREREOF . we have set our hands and se:J.1s Wldcr these presents, this 18th day of
February 1999.
T. M. Matthews Chairman of the Board. President and Chief Executive Officer
TIEST:
~, ~~?'"
T. L Syms. Vice Presi . nt and Corporate Secre ar/
(SEAl)
STATE OF WASIDNGTON
County of Spokane 55.
T. M. MATTHEWS and T. L SYMS, being first duly sworn on oath, dc:posr: and say:
(a) That they have ber:n authorized to cxr:cutr: the within Restated Articles of Incorporation by
rr:solution of the Board of Dirr:ctors adopted on the 12c!o day ofFr:bruary 1999;
(b)" That these Restated Articles of Incorporation corrr:ctly set forth the text of the Articles as
amended and supplemented to the: date: of the Restated Articles of Incorporation; and
(c) That these R~stat~d Articles of IntorpoLation supersede the original Articles of Incorporation
md all
. T. M. Matthews Chairnza:n of the Board. Preside:n! and Chief E:r:ecuti:ve Officer
.;
f..
To L Syms7 Vice PresidiM Corporate Secretary
SUBSCRIBED AND SWORN to before mc this 18= day of February 1999.
(SEAL)
Notary Public in . and for the state of Washington.
~ding in the: Cotmty of SpoIcanc. My commission
expires 10 .
/~
'17
(DlIIVIIlU IlUII!UlIlUI110 IH..JII!UmUII.lOl/iU l Jill lt( JIll! IfjTT Hi T 1111' I I1 11111 ''rill
STATE of
WASHINGTON
of STATE
, RALPH MUNRO, Secrettrry of State of tk State of Washington and custodian of its seal
he:reby issue: this
CERTIFICA IT OF AMENDMENT
A VlSTA CORPORATION
a Washington Public Utilities Corporation. Articles of Amendment were filed for recordin this office on the date indicated below.
Restarting Articles
UBI Number. 328 000 223 Date: February 25. 1999
Groen wu:Iumy hmzd tmd the Secl oftk Stare
ofWczshingtrm at Olympitz, tire State Gzpital
&:z!.ph Mum-c. s=--:.Z"Y at. saw:
2-001505-
I.;;
4:.:
(;;
ARTICLES OF CORRECTION
FILED RC-W llB.OI.14()ST~r~.oF WASHINGTON fi.,-
FlUNC FEE no.
NO~~Ql 1999
D.'rsuanl 10 RCW 23H.O1.240 of the: Washi b~~~~uration Act. !he undesigned corporation
!:rcby submits Arlicks of Correction for the purpose:gl ~diV&tjng a document filed in the: Corporations
Divisjon of the: Office: ofthc Secretary of Stale
The name of the corporation is:Avisra Corpora t ion (formerly known as
The Washington Water ?ower Company)
The: document to be com:cted is:
(F:xsrnph: . Article ofInool'pOl"2tion: Artiel~ of Amendment; Application f(l( CertifiCJItc of Authority. etc.
(A copy oflhe document to be CCITIXtcd (showing the Scat:ury ofSute file IUmp) may be atuched
Lnstad of completion ofi~m 2.)
The document was filed on:November 30
19
The document was incorrect in the following manner: (specify the incorrect statement or manner
of dcfc:ctivc: execution and the reason for it).
(E:unlpk: Article:) inc:oITectly lists number ofsbuc;s 8S 660-typing error)
Article Third (2)(a) lists number of shares as 1 5&0 086 - calculation error
. .
The coITected .~atcmcnt or corrected execution of the document is as follows:
540 460 shares
~te:O,...I-?bo, ?~19
--
~~-;-~:: AUlhon 10 Sign)
T. L. SymsVice P-rcJ;idel11: :!nd Corpor.:l.C:C:Z Sc:zcrAc:;;try
(Type or Print Name and Title)
:-;0: Rf.VF.RSE SW!:: t-'on G!::NERAl.. IHSTRtlCTICJN:-;
~SF I J8 eR. 2/94)
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION-
::" '~ '- \
JURISDICTION: Idaho
CASE NO: A VU-06-1/A VU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.
DATE PREPARED: 05/03/200(5 , "
. ::
WITNESS:
j~ ' .
RESPONDER: Liz Andrews
DEPARTMENT: State and Federal Regulation
TELEPHONE: [phone]
REQUEST:
Please provide the name of the Independent Director of AVA Holdings
RESPONSE:
Please see the Company s Proxy Statement, page 14, provided with Avista s response to Staff
Data Request No.1 - Supplemental.