20031205Application.pdf

IDAHO POWER COMPANY
O. BOX 70
BOISE, IDAHO B3707
::-n :::-n
. !!_q-""
;;c F'VEDd:' ~
An IDACORP Company Zull3 DEC -4 Pi"j 4: 48
' Ii
, '
~~~M9.If\5m~)UuNGTON
,-
Attorney
December 4, 2003
HAND-DELIVERED
Ms. Jean D. Jewell
Secretary
Idaho Public Utilities Commission
Statehouse
Boise, Idaho 83720
Re:In the Matter of the Application of Idaho Power Company for an order authorizing the
issuance and sale of $40 000 000 of Common Stock
Case No. IPC-03-
Dear Ms. Jewell:
Enclosed herewith for filing with the Commission are an original and five (5) copies of
the above referenced application. A notice for publication regarding the application is also
enclosed for your signature. Idaho Power will promptly submit the $1 000 application filing fee
to the Commission for this application. Please send three (3) certified copies of the Order issued
in this matter to the undersigned.
Please contact me at 388-2878 if you have any questions regarding this filing.
Sincerely,
en/;) 41 1JJ-t2#di,1d 1'Y)
Patrick A. Harrington
T. Anderson
c. Gribble
Terri Carlock
Telephone [phone] Fax [phone]
't"""("-
'\/
i, L l" t.1 V
F!LED
!!J
BEFORE THE 2m13 DEC -4 Pr'l 4: 4~
IDAHO PUBLIC UTILITIES COMMISSION
';"
';;': i ULi':-;
U rill T IES CCt1rll~SIO
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR AN
ORDER AUTHORIZING THE ISSUANCE AND
SALE OF UP TO $40 000 000 OF
COMMON STOCK
CASE NO. IPC-03-t!1
APPLICATION
IDAHO POWER COMPANY (the "Applicant ) hereby applies for an Order of
the Idaho Public Utilities Commission (the "Commission ) pursuant to Section 61-901 Idaho
Code as amended, and under Rule 14 of the Commission s Rules of Practice and Procedure
authorizing the Applicant to issue and sell up to $40 000 000 of Applicant s authorized but
unissued Common Stock, $2.50 par value (the "Common Stock") to IDACORP, Inc., the parent
company of Idaho Power and the sole owner of the outstanding common stock of Idaho Power.
(i)The Applicant
The Applicant is an electric public utility incorporated under the laws of the State
of Idaho, engaged principally in the generation , transmission, distribution, purchase and sale of
electric energy in a 20 000-square-mile area in southern Idaho and eastern Oregon.The
executive offices of the Applicant are located at 1221 W. 1daho Street, P. O. Box 70, Boise
Idaho 83707-0070; its telephone number is [phone].
(ii)Description of Securities
Applicant proposes to issue and sell up to $40 000 000 of its Common Stock to
IDACORP. Because Idaho Power s common stock is not publicly traded, the number of shares
and price per share for the Common Stock will be based on an independent valuation of the
Common Stock prior to the issuance and sale of the Common Stock to IDACORP.The
Common Stock will be entitled to such dividends, if any, as may be legally declared by the
Applicant's Board of Directors from time to time. Applicant expects that the Common Stock
will be issued sometime during the fourth quarter of 2003 or the first quarter of 2004. The
Common Stock will be entitled to one vote per share.
(iii)Method of Issuance
Applicant proposes to issue and sell the Common Stock directly to IDACORP.
There will be no underwriters or selling agents. No fees or commissions (other than attorneys
accountants and similar technical services) will be paid by Applicant in connection with the
issuance and sale of the Common Stock to IDACORP. Idaho Power will not be required to file a
registration statement for the Common Stock with the Securities and Exchange Commission.
(iv)Purpose of Issuance
The proceeds to be received by the Applicant from the sale of the Common Stock
will be used for the acquisition of property; the construction, completion, extension or
improvement of its facilities; the improvement or maintenance of its service; the discharge or
lawful refunding of its obligations; and for general corporate purposes. To the extent that the
proceeds from the sale of the Common Stock are not immediately so used, they will be
temporarily invested in short-term discounted or interest-bearing obligations. The equity funding
from the issuance and sale of the Common Stock to IDACORP will promote a more balanced
Idaho Power capital structure and support Idaho Power s credit quality.
(v)Propriety of Issue
Applicant believes and alleges the facts set forth herein disclose that the proposed
issuance of Common Stock is for a lawful object within the corporate purposes of Applicant and
compatible with the public interest, which is necessary or appropriate for, or consistent with, the
proper performance by Applicant of service as a public utility and which will not impair its
ability to perform that service, and is reasonably necessary or appropriate for such purposes.
(vi)Financial Statements; Resolutions
Applicant will promptly file with the Commission as Attachment I to this
Application its financial statements consisting of its (a) Balance Sheet and Notes to Financial
Statements , (b) Statement of Capital Stock and Funded Debt, (c) Commitments and Contingent
Liabilities, (d) Statement of Retained Earnings, and (e) Statement of Income.
certified copy of the resolutions of Applicant's Directors authorizing the
transaction with respect to this Application will be filed by Applicant as Attachment n prior to
December 16, 2003.
(vii)Proposed Order
Applicant has filed herewith as Attachment ill a proposed Order for adoption by
the Commission if this Application is granted.
(viii) Notice
Notice of this Application will be published in those newspapers in the
Applicant s service territory listed in Section 24.19 of the Commission s Rules of Practice and
Procedure within seven (7) days of the date hereof.
PRA YER
WHEREFORE, Applicant respectfully requests that the Idaho Public Utilities
Commission issue its Order authorizing Applicant to issue and sell $40 000 000 of its Common
Stock to IDACORP for the purposes set forth herein.
DATED at Boise, Idaho this day of December, 2003.
c1J~ PW~NY
By: Isl Robert W. Stahman
Vice President, Secretary and
General Counsel
VERIFICATION
Robert W. Stahman, declare that I am the Vice President, Secretary and General Counsel of
Idaho Power Company and am authorized to make this Verification. The Application and the
attached exhibits were prepared at my direction and were read by me. I know the contents of the
Application and the attached exhibits, and they are true, correct and complete to the best of my
knowledge and belief.
WITNESS my hand and seal
December, 2003.
of Idaho Power Company this day of
Isl Robert W. Stahman
SUBSCRIBED AND SWORN to before me hiS !1.!!:... day of December, 2003.
""'."".' p..p.
Y (it?
........., ,- ~.. ... ~
~OTA~~ i
-.-
1l8\.\C
. ,,
., 1'.
"'... ~ '"
'#'I.OF \t)~,.
"...........'..,
1,7/ Of
ATTACHMENT III
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR AN
ORDER AUTHORIZING THE ISSUANCE AND
SALE OF UP TO $40 000 000 OF
COMMON STOCK
CASE NO. IPC-03-
PROPOSED ORDER
This matter is before the Idaho Public Utilities Commission upon the Application
of Idaho Power Company ("Idaho Power" or the "Applicant") for authority to issue and sell not
more than $40 000 000 of its authorized but unissued Common Stock, $2.50 par value (the
Common Stock") to IDACORP, Inc., the parent company of Idaho Power and the sole owner of
the outstanding common stock of Idaho Power.
The Commission, having fully considered the Application and attached Exhibits
its files and records relating to this Application and the applicable laws and rules, now makes the
following:
FINDINGS OF FACT
The Commission has jurisdiction over this matter pursuant to Title 61 Idaho
Code Chapters One and Nine.
The Applicant is incorporated under the laws of the State of Idaho and is qualified to do business
in the States of Oregon, Nevada, Montana and Wyoming, with its principal place of business in
Boise , Idaho.
III
Applicant proposes to issue and sell up to $40 000 000 of the Common Stock to
IDACORP. Because Idaho Power s common stock is not publicly traded, the number of shares
and price per share for the Common Stock will be based on an independent valuation of the
Common Stock prior to the issuance and sale of the Common Stock to IDACORP.The
Common Stock will be entitled to such dividends, if any, as may be legally declared by the
Applicant's Board of Directors from time to time. Applicant expects that the Common Stock
will be issued and sold to IDACORP during the fourth quarter of 2003 or the first quarter of
2004. The Common Stock will be entitled to one vote per share.
Applicant proposes to issue and sell the Common Stock directly to IDACORP.
There will be no underwriters or selling agents. No fees or commissions (other than attorneys
accountants and similar technical services) will be paid by Applicant in connection with the
issuance and sale of the Common Stock to IDACORP. Idaho Power will not be required to file a
registration statement for the common stock with the Securities and Exchange Commission.
The proceeds to be received by the Applicant from the sale of the Common Stock
will be used for the acquisition of property; the construction, completion , extension or
improvement of its facilities; the improvement or maintenance of its service; the discharge or
lawful refunding of its obligations; and for general corporate purposes. To the extent that the
proceeds from the sale of the Common Stock are not immediately so used, they will be
temporarily invested in short-term discounted or interest-bearing obligations. The equity funding
from the issuance and sale of the Common Stock to IDACORP will promote a more balanced
Idaho Power capital structure and support Idaho Power s credit quality.
CONCLUSIONS OF LAW
Applicant is incorporated under the State of Idaho and is duly authorized to do
business in the States of Oregon, Nevada, Montana and Wyoming.
The Commission has jurisdiction over this Application.
III
The Commission does not have before it for determination and therefore does not
determine the effect of the issuance of the Common Stock on rates to be charged by Applicant
for electric service to consumers in the State of Idaho.
The proposed issuance and sale of the Common Stock are for a lawful purpose
and are within Applicant's corporate powers. The proposed transaction is in the public interest
and a formal hearing on this matter would serve no public purpose.
All fees have been paid by Applicant in accordance with Idaho Code ~ 61-905.
ORDER
IT IS THEREFORE ORDERED that the Application of Idaho Power Company
for authority to issue and sell not more than $40 000 000 of its Common Stock to IDACORP
under the terms and conditions proposed and exhibited is hereby approved, for the purposes
specified in said Application.
IT IS FURTHER ORDERED that as promptly as possible after the completion of
this transaction , Applicant will file with the Commission a statement showing that the transaction
has been carried out in accordance with the terms and conditions set forth herein. No additional
authorization is required to carry out this transaction, and no supplemental order will be issued.
IT IS FURTHER ORDERED that nothing in this Order shall be construed to
obligate the State of Idaho to pay or guarantee in any manner whatsoever any security
authorized, issued, assumed or guaranteed under the provisions of this Order.
IT IS FURTHER ORDERED that this authorization is without prejudice to the
regulatory authority of this Commission with respect to rates , service, accounts, evaluation
estimates or determination of costs or any other matter which may come before this Commission
pursuant to its jurisdiction and authority as provided by law.
IT IS FURTHER ORDERED that the issuance of this Order does not constitute
acceptance of Idaho Power Company s exhibits or other material accompanying this Application
for any purpose other than the issuance of this Order.
DONE by Order of the Idaho Public Utilities Commission at Boise, Idaho, this
day of 2003.
PAUL KJELLANDER , President
DENNIS S. HANSEN, Commissioner
MARSHA H. SMITH, Commissioner
ATTEST:
JEAN D. JEWELL
Commission Secretary