20090820Notice of Not Forming Holding Company.pdf

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1ßnq l\UG 20 M~ 9: \ 0 ~\JII'STA.
August 19, 200
Ms. Jea D. Jewell
Commssion Secreta
Idao Public Utilities Commssion
472 W. Washigton Strt
Boise, il 83702
De Ms. Jewell,
RE: Notice of A vista Corpration
That It No Longer Intends To Form a Holdig Company
(Case Nos. AVU-E-06-01 and A VU-G-06-01)
By Order No. 3001, the Commssion approved the formtion of a holding
company strctu by A vista Corpration, subject to certn commtments and
contigencies, including receipt of all necessar regulatory approvals. As discussed
below, A vista has determed that it does not intend to proee with the formation of the
proposed holding company.
By way of background, at the 200 Anual Meeting of Shareholders, the
shareholders of A vista approved a proposal to proee with a statutory shar exchange,
which would have changed the Company's organzation to a holdig company strctu.
A vista subsequently reeived approval frm the Federal Energy Regulatory Commssion,
conditioned on approval by the state regulatory agencies. The Company had also reeived
approval from the Washington Utilities and Trasporttion Commssion (WC) and the
Idaho Public Utilities Commssion (IPUC), having reached agrment with stas of those
commssions and other pares, as to the terms of varous proposed financial and other
conditions and commtments on the par of the Company and the proposed new holdig
company. The Company was unable, however, to reh agreement with intereste pares
in proeedgs before the Public Utility Commssion of Oregòn(OPUC).
At the August 14, 200 meeting of the Avista Corp. Board of Directors, the Board
of Ditors concluded that the conditions and commtments proposed in progs
before the OPUC would present risks and uncertnties such that it would not be in the
best interests of the Company's shareholders, or the Company's customers, to acpt
Ms. Jea D. Jewell, Commssion Secreta
Notice of A vista Corporation
August 19, 200
Page 20f2
such conditions. Therefore, the Boar of Dirtors determed that the consumation of
the statutory shar exchange contemplated in the Plan of Shar Exchange would not be in
the best interest of the Company or its sharholders at ths time, and acordingly,
abandoned the plan of shar exchange and related trsactions.
Very trly your,
"Í4f ~r'~
Kelly Norwoo
Vice President
A vista Corpration
State and Federal Reguation
c: Service List
REef
2069 AUG 20 IlM 9: '0
mAHO
UT\t\T\ES '
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that I have served Avista Corporation's Notice that it no longer
intends to form a Holding Company in Case nos. AVU-E-06-01 and AVU-G-06-01, by
mailng a copy thereof, postage prepaid to the following:
Jean 0 Jewell, Secretary
Idaho Public Utilties Commission
472 W. Washington Street
Boise, 1083720-5983
Scott Woodbury
Deputy Attorney
Idaho Public Utilties Commission
472 W. Washington
Boise, 10 83702-0074
Conley Ward
Givens Pursley LLP
601 W. Bannock Street
PO Box 2720
Boise, 1083701-2720
Pam Mull
Associate General Counsel
Potlatch Corporation
601 Riverside Ave., Suite 1100
Spokane, WA 99201
Dated at Spokane, Washington this 19th day of August 2009.
~~Pãtess
Rates Coordinator