20060421AVU supplemental responses.pdf

Avista Corp.
1411EastMission POBox3727
Spokane, Washington 99220-3727
Telephone 5IJ9..489-0500
Toll Free 800-727-9170
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Corp.
April 20 2006
Cecelia A. Gassner
Deputy Attorney General
Idaho Public Utilities Commission
472 W. Washington
Boise, Idaho 83702-5983
RE:Case No. A VU-06-1 / A VU-06-
A vista Corporation hereby submits an original and 2 copies of its Supplemental response to Staff
Data Request number 1.
Questions regarding this response should be directed to me at [phone].
Sincerely,
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Liz M. Andrews
Senior Regulatory Analyst
A vista Utilities
Enclosures
VISTA CORPORATION
RESPONSE TO REQUEST FOR INFORMATION : ~:: i
JURISDICTION: Idaho
CASE NO: AVU-06-lIAVU-06-
REQUESTER: IPUCTYPE: Data Request
REQUEST NO.1 - Supplemental
DATE PREPARED: 4/19/2006
WITNES S
RESPONDER:
DEP ARTMENT:
TELEPHONE:
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Liz Andrews
State and Federal Regulation
[phone]
REQUEST:
Please provide any and all documentation, policies and procedures that explain the mechanisms
utilized to adequately ring-fence Avista Utilities from A V A Formation Corporation.
RESPONSE:
Attached is Avista s supplemental material for Staff Data Request No.
Proxy Statement (Includes Exhibit A: Plan of Share Exchange)
Registration (S4) Statements
THE FOLLOWING TWO PAGES ARE
THE FIRST PAGES ONLY OF THE
SUPPLEMENT AL MATERIAL FOR
THE RESPONSE TO STAFF DATA
REQUEST NO.PLEASE SEE THE
FILE FOR THE ENTIRE DOCUMENTS
Prompt execution of the enclosed proxy will save the expense of an additional mailing.
Your immediate attention is appreciated.
.J.~lrV'ST4'
Corp.
April 11 , 2006
Dear Shareholder:
On behalf of the Board of Directors, it's my pleasure to invite you to the 2006 Annual Meeting of
Shareholders. The doors open at 9:15 a.m. and the Annual Meeting will begin promptly at 10:00 a.
Date: Thursday Morning, May 11, 2006 Place: Avista Main Office BuildingTime: 9: 15 a.m. Doors Open Auditorium
9:30 a.m. Refreshments 1411 E. Mission Avenue
10:00 a.m. Annual Meeting Convenes Spokane, Washington
Information about the nominees for election as members of the Board of Directors and the other business
of the meeting is set forth in the Notice of Meeting and the Proxy Statement-Prospectus on the following
pages. This year, you are asked to elect four (4) directors and to ratify the appointment of an independent
registered public accounting firm for the fiscal year ending December 31 , 2006.
In addition, there will be an important decision regarding the structure of the Company. You are being
asked to consider and vote upon a proposal to form a holding company. In the formation of a holding
company, each outstanding share of Avista Corporation common stock would be exchanged for one share of
common stock of a new corporation, currently named A V A Formation Corp. As a result, the common
shareholders of Avista would become the shareholders of A V A, and Avista would become a subsidiary of
AVA.
Your Board of Directors and management believe the formation of a holding company, followed by the
expected transfer to A V A of the non-utility subsidiaries of Avista, would enable all A V A subsidiaries to
respond to opportunities and risks arising out of the changing business and regulatory environment in the
energy industry in a manner that best serves the interests of shareholders and customers.
If the holding company formation is approved and becomes effective, it will not be necessary for you to
turn in your Avista common stock certificates in exchange for A V A common stock certificates.
The Board of Directors and management believe that the formation of a holding company is in the best
interest of the shareholders and unanimously recommend approval of the holding company proposal and
urge you to vote "FOR" the proposal.
Please take the opportunity to review the enclosed Proxy Statement-Prospectus, 2005 Annual Report and
2005 Financial Report. Your vote is important regardless of the number of shares you own. Whether or not
you plan to attend the Annual Meeting in person, we urge you to vote and submit your proxy by mail
telephone or the Internet as promptly as possible. If you are submitting your proxy by mail, you should
complete, sign and date your proxy card, and return it in the enclosed envelope. If you plan to vote by
telephone or the Internet, voting instructions are printed on your proxy card. If you hold shares through an
account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to
vote your shares. Voting your proxy prior to the meeting with allow for a more efficient and timely meeting.
For your convenience, we are pleased to offer an audio webcast of the Annual Meeting if you cannot
attend in person. If you choose to listen to the webcast, go to www.avistacorp.com shortly before the meeting
time and follow the instructions for the web cast. Or, you can listen to a replay of the webcast, which will be
archived at www.avistacorp.com for one year.
As tiled with the Securities and Exchange Commission on March 23, 2006
Registration No. 333-131872
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 4/ A
Amendment No.
Registration Statement
under
the Securities Act of 1933
AVA FORMATION CORP.
(Exact name of Registrant as specified in its charter)
Washington
(State or other jUtisdiction of
incorporation or organization)
4931
(Primary Standard Industrial
Classification Code Number)
20-4296099
(LR,S, Employer
Identification No.
1411 East Mission Avenue
Spokane. Washington 99202
[phone]
(Address, including zip code, and telephone number. including
area code, of Registrant s principal executive offices)
J. ANTHONY TERRELL
Dewey Ballantine LLP
1301 Avenue of the
Americas
New York, New York 10019
[phone]
MARIAN M, DURKIN
Senior Vice President and
General Counsel
A vista Corporation
1411 East Mission Avenue
Spokane, Washington 99202
[phone]
(Name and address, including zip code, and telephone number, including area code, of agents for service)