AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2003
Registration No. 333-
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Securities and Exchange Commission
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IDACORP, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Idaho 82-0505802
(State or Other Jurisdiction --------------- (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
1221 West Idaho Street
Boise, Idaho 83702-5627
(208) 388-2200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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Jan B. Packwood Darrel T. Anderson Robert W. Stahman, Esq.
President and Vice President, Vice President,
Chief Chief Financial General Counsel
Executive Officer Officer and Treasurer and Secretary
IDACORP, Inc. IDACORP, Inc. IDACORP, Inc.
1221 West Idaho Street 1221 West Idaho Street 1221 West Idaho Street
Boise, Idaho 83702-5627 Boise, Idaho 83702-5627 Boise, Idaho 83702-5627
(208) 388-2200 (208) 388-2200 (208) 388-2200
(Names, Addresses, Including Zip Codes, and Telephone Numbers,
Including Area Codes, of Agents for Service)
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Copies to:
Elizabeth W. Powers, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
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Approximate date of commencement of proposed sale to the public: On and
after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /_____________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /___________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
---------------------------------- -------------------- ------------------------- -------------------------- -----------------
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered (1) Offering Price Per Unit Aggregate Offering Price Registration Fee
(2) (2)
---------------------------------- -------------------- ------------------------- -------------------------- -----------------
Common Stock, without par value 2,500,000 Shares $21.56 $53,900,000 $4,361
---------------------------------- -------------------- ------------------------- -------------------------- -----------------
Preferred Share Purchase Rights
(3) 2,500,000 Rights -- -- --
---------------------------------- -------------------- ------------------------- -------------------------- -----------------
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered
or issued in connection with a stock split, stock dividend or similar
transaction.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices of
the Company's common stock as reported in the consolidated reporting system
on March 14, 2003.
(3) Since no separate consideration is paid for the preferred share purchase
rights, the registration fee is included in the common stock fee.
Pursuant to Rule 429, the prospectus filed as part of this registration
statement is being filed as a combined prospectus in connection with this
registration statement and registration statement File No. 333-65698.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the securities act or until this registration statement shall become effective
on such date as the commission, acting pursuant to said section 8(a), may
determine.
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Subject to Completion, dated March 19, 2003
PROSPECTUS
[ ] Shares
IDACORP, Inc.
Dividend Reinvestment and Stock Purchase Plan
Common Stock
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The IDACORP Dividend Reinvestment and Stock Purchase Plan is a simple and
convenient method of purchasing IDACORP common stock. The plan is open to:
o our common shareholders
o residential customers of Idaho Power Company and
o other investors who may participate by making an initial investment in
our common stock of at least $200 but not more than $20,000.
Once you are enrolled in the plan, you may:
o reinvest dividends on some or all of your common stock
o make optional cash payments to purchase additional common stock
o sell common stock through the plan and
o deposit common stock certificates for safekeeping.
We will reinvest dividends on all common stock held in your plan account.
Our common stock is listed on the New York Stock Exchange and the Pacific
Exchange under the symbol "IDA". The reported last sale price of our common
stock on the New York Stock Exchange on __________, 2003 was $___ per share.
Our executive offices are located at 1221 West Idaho Street, Boise, Idaho
83702-5627, and our telephone number is (208) 388-2200.
To the extent required by applicable law in certain jurisdictions, shares
of common stock offered under the plan to persons not presently shareholders are
offered through Wells Fargo Investments, LLC.
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Please review the risk factors that we have disclosed in our public filings
under the Securities Exchange Act of 1934, as amended. You should also review
the documents incorporated by reference in this prospectus for additional
information you should consider.
Please read this prospectus carefully before investing and retain it for
future reference. We cannot assure you of a profit or protect you against a loss
on the shares of common stock you purchase under the plan.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
, 2003
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CHANGES TO THE PLAN
We have amended and restated our Dividend Reinvestment and Stock Purchase
Plan. The amendments to the plan permit investors who are not already common
shareholders of IDACORP or residential customers of Idaho Power Company to make
initial investments in our common stock through the plan. In addition, optional
cash payments may be made and will now be invested on a monthly basis, rather
than quarterly. Shareholders may also send their common stock certificates to us
for safekeeping.
The amended and restated plan is effective on July 1, 2003.
All participants in the old plan will automatically continue in the amended
plan. If you are a participant in the old plan and, after reviewing this
prospectus, you do not wish to continue participation in the plan, please
contact us.
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FORWARD-LOOKING INFORMATION
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we are hereby filing cautionary statements. These
cautionary statements should be read with the cautionary statements and risk
factors included in our Annual Report on Form 10-K for the year ended December
31, 2002 in Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations and in any other reports that we file pursuant to the
Securities Exchange Act of 1934, as amended, which are incorporated in this
prospectus by reference. These cautionary statements identify important factors
that could cause our actual results to differ materially from those projected in
forward-looking statements made by us or incorporated by reference in this
prospectus or any prospectus supplement, in presentations, in response to
questions or otherwise. Any statements that express, or involve discussions as
to, expectations, beliefs, plans, objectives, assumptions or future events or
performance are not statements of historical facts and may be forward-looking.
These statements often, but not always, use words or phrases such as
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"predicts," "projects," "will likely result," "will continue" or similar
expressions. Forward-looking statements involve estimates, assumptions and
uncertainties and are qualified in their entirety by reference to, and are
accompanied by, the following important factors. These factors are difficult to
predict, contain uncertainties, are beyond our control and may cause actual
results to differ materially from those contained in forward-looking statements:
o changes in governmental policies and regulatory actions, including
those of the Federal Energy Regulatory Commission, the Idaho Public
Utilities Commission, and the Oregon Public Utility Commission with
respect to allowed rates of return, industry and rate structure,
acquisition and disposal of assets and facilities, operation and
construction of plant facilities, recovery of purchased power and
other capital investments, and present or prospective wholesale and
retail competition, including but not limited to retail wheeling and
transmission costs, and other refund proceedings
o litigation resulting from the energy situation in the western United
States
o economic, geographic and political factors and risks
o changes in and compliance with environmental and safety laws and
policies
o weather variations affecting customer energy usage
o operating performance of plants and other facilities
o changes in environmental conditions and requirements
o system conditions and operating costs
o population growth rates and demographic patterns
o pricing and transportation of commodities
o market demand and prices for energy, including structural market
changes
o changes in capacity and fuel availability and prices
o changes in tax rates or policies, interest rates or rates of inflation
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o changes in actuarial assumptions
o adoption of or changes in critical accounting policies or estimates
o exposure to operational, market and credit risk in energy trading and
marketing operations
o changes in operating expenses and capital expenditures
o capital market conditions
o rating actions by Moody's Investor Service, Standard & Poor's and
Fitch
o competition for new energy development opportunities
o the results of financing efforts, including our ability to obtain
financing on favorable terms, which can be affected by various
factors, including our credit ratings and general economic conditions
o natural disasters, acts of war or terrorism
o legal and administrative proceedings, whether civil or criminal, and
settlements that influence our business and profitability and
o new accounting or Securities and Exchange Commission requirements, or
new interpretations or applications of existing requirements.
Any forward-looking statement speaks only as of the date on which we make
the statement. New factors emerge from time to time; we cannot predict all
factors or assess the impact of any such factors on our business, or the extent
to which any factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statement.
ABOUT IDACORP
We are a successor registrant to, and a holding company owning all of the
outstanding common shares of, Idaho Power Company. Idaho Power is an electric
utility incorporated under the laws of the state of Idaho in 1989 as successor
to a Maine corporation organized in 1915. Idaho Power is engaged in the
generation, purchase, transmission, distribution and sale of electric energy in
an approximately 20,000-square-mile area in southern Idaho and eastern Oregon,
with an estimated population of 855,000. Idaho Power holds franchises in 70
cities in Idaho and nine cities in Oregon and holds certificates from the
respective public utility regulatory authorities to serve all or a portion of 25
counties in Idaho and three counties in Oregon. Idaho Power owns and operates 17
hydroelectric power plants and one natural gas-fired plant and shares ownership
in three coal-fired generating plants. Idaho Power relies heavily on
hydroelectric power for its generating needs and is one of the nation's few
investor-owned utilities with a predominantly hydroelectric generating base.
Our other principal operating subsidiary, IDACORP Energy, a marketer of
electricity and natural gas, announced in 2002 that it is winding down its
operations.
Our other operating subsidiaries include:
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o Ida-West Energy -- developer and manager of independent power projects
o IdaTech -- developer of integrated fuel cell systems
o IDACORP Financial Services -- affordable housing and other real estate
investments
o Velocitus -- commercial and residential Internet service provider
o IDACOMM -- provider of telecommunications services.
The amount and timing of dividends payable on our common stock are within
the sole discretion of our board of directors. The board reviews the dividend
quarterly to determine its appropriateness in light of our financial position
and results of operations, legislative and regulatory developments affecting the
electric utility industry in general and Idaho Power Company in particular,
competitive conditions and any other factors the board considers relevant. Our
ability to pay dividends on our common stock is dependent upon dividends paid to
us by our subsidiaries, primarily Idaho Power Company.
THE PLAN
Purpose of the Plan
What is the purpose of the plan?
The purpose of the plan is to provide our common shareholders, Idaho Power
Company residential customers and other investors with a convenient and
economical method of investing in our common stock.
Eligibility
Who is eligible to participate in the plan?
Common shareholders, Idaho Power residential customers and other interested
investors may participate in the plan.
o If you currently own our stock. If you already own shares of our
common stock and the shares are registered in your name, you may join
the plan by returning a completed authorization form to us at the
address set forth below under "Administration".
If your shares are held in a brokerage, bank or other intermediary
account, and you wish to participate directly in the plan, you should
instruct your broker, bank or trustee to register some or all of your
shares of our common stock directly in your name. You may also
participate in the plan indirectly by requesting your broker, bank or
trustee to participate on your behalf.
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o If you are an Idaho Power residential customer. If you are an Idaho
Power residential customer, you may participate in the plan by making
an initial investment in our common stock of at least $10 but not more
than $20,000. You should return the completed authorization form with
your check or money order payable to IDACORP, Inc. at the address set
forth below under "Administration".
o If you do not currently own our common stock and are not an Idaho
Power residential customer. If you do not currently own any of our
common stock and are not an Idaho Power residential customer, you may
participate in the plan by making an initial investment in our common
stock of at least $200 but not more than $20,000. All U.S. citizens
and non-U.S. residents are eligible to participate in the plan,
whether they are current shareholders or not. In all cases, however,
investments must be made in U.S. currency drawn on a U.S. bank. Prior
to investing in our common stock, each participant is responsible for
reviewing the applicable laws of his or her country of residence to
determine if there are any restrictions on investment.
You can get started in the plan by returning to Wells Fargo Bank
Minnesota, N.A., which will administer enrollments for new investors,
at the address set forth below under "Administration," a completed
authorization form, along with your check or money order payable to
Wells Fargo. Wells Fargo will arrange for the purchase of shares for
your account.
o If you are already enrolled. If you are currently enrolled in our
existing dividend reinvestment and stock purchase plan and do not want
to change your participation options, no further action is required
for your continued participation. However, if you wish to change your
participation in any way, you must submit a new authorization form to
us at the address set forth below under "Administration".
Advantages
What are the advantages of the plan?
o The plan provides participants with a simple and regular method of
purchasing our common stock.
o Since the plan provides for aggregated purchases of our common stock,
brokerage commissions on purchases of shares on the open market should
be lower than commissions you would ordinarily pay if you purchased
shares directly. We may negotiate the amount of the brokerage
commissions from time to time.
o Unless you so request, you will not receive any certificates for
shares of common stock you purchase under the plan. This relieves you
of the responsibility for the safekeeping of multiple certificates and
protects you against loss, theft or destruction of stock certificates.
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o You may send your certificates for shares of IDACORP common stock that
you hold to us for safekeeping.
o Each quarter, or more frequently if you make optional cash payments,
you will receive a statement of your plan account, providing a
simplified method of record keeping.
o Full investment of funds is possible under the plan because it permits
fractions of shares, as well as full shares, to be credited to your
plan account and dividends are calculated on both full and fractional
shares.
What are the disadvantages of the plan?
Before deciding whether to participate in the plan, you should consider the
following disadvantages of the plan:
o You will not be able to time precisely your purchases through the plan
and will bear the market risk associated with fluctuations in the
price of our common stock pending investment of funds under the plan.
o You will not earn interest on funds held pending their investment. o
Your investment of cash dividends will result in your being treated
for federal income tax purposes as having received a dividend on the
dividend payment date, to the extent of our earnings and profits. You
may have to pay income tax on the dividend even though the dividend is
reinvested and does not provide cash to pay the tax.
o You will not know the actual number of shares of common stock bought
for your account until after the applicable investment date.
o Because the broker will buy shares of common stock for your account at
an average price per share, the price paid for your shares on any date
may be greater than the price at which shares of our common stock are
then trading.
o Sales of shares of common stock held in your plan account may be
delayed. You will bear the market risk pending sale of your shares
pursuant to the plan.
o You may not pledge shares of common stock credited to your plan
account unless you withdraw such shares from the plan.
o Plan accounts are not insured by the Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation or any other
entity.
Administration
Who administers the plan?
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We administer the plan, except for initial investments in our common stock
by new investors. Wells Fargo handles all new enrollments and initial investment
in the plan by investors who are not currently registered owners of our common
stock and who are not Idaho Power residential customers. Wells Fargo reserves
the right to resign at any time upon reasonable notice to us, and we reserve the
right to replace Wells Fargo or any successor upon reasonable notice.
We process all enrollments in the plan, except as indicated above, receive
all optional cash payments except in the case of initial payments from new
investors, maintain records of your accounts, issue statements of accounts and
perform other administrative duties related to the plan. We hold the common
stock purchased through the plan and any common stock certificates that you
deposit for safekeeping in your plan account as your agent. We send all optional
cash payments promptly to a segregated escrow account that is independent of us
and that is not subject to liens against us or to any bankruptcy proceedings
against us. We do not believe that our serving as administrator of the plan
causes any material risks to you.
You may contact us about the plan at the following address:
IDACORP, Inc.
Shareowner Services Department
P.O. Box 70 Boise, Idaho 83707-0070
1-800-635-5406
Initial investors may contact Wells Fargo about the plan as follows:
Wells Fargo Bank Minnesota, N.A.
Shareowner Services - IPS
P.O. Box 64856 St. Paul, MN 55164-0856
1-800-468-9716
Who purchases and sells stock for the plan?
An independent agent that we designate will make any open market purchases
of common stock for the plan and will also, if requested, sell stock held in
your plan account for you in the open market. Wells Fargo will designate a
broker for open market purchases for initial investors.
Procedure for Enrolling - Authorization Form
How do I enroll in the plan?
If you are currently enrolled in the IDACORP Dividend Reinvestment and
Stock Purchase Plan, you will automatically become a participant in the new
plan. Your investment election will remain the same as under the old plan unless
you submit a new authorization form electing different options.
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If you are a shareholder of record, you may enroll at any time by sending
us an authorization form. There is no enrollment fee.
If you are not a shareholder of record and you are a residential customer
of Idaho Power Company, you may enroll by sending us an authorization form along
with a check or money order payable to IDACORP, Inc. for at least $10 but not
more than $20,000.
If you are not a shareholder of record and are not an Idaho Power
residential customer, you may enroll by sending Wells Fargo an authorization
form along with a check or money order payable to Wells Fargo for at least $200
but not more than $20,000.
If your shares are held in a brokerage, bank or other intermediary account,
you may ask the record holder to enroll in the plan on your behalf or you may
participate directly by instructing the record holder to register some or all of
your shares in your name.
You may obtain an authorization form by writing or calling us at the above
address. Initial investors must contact Wells Fargo.
What does the authorization form provide?
The authorization form authorizes us, or Wells Fargo for initial investors,
to enroll you in the plan. The authorization form also indicates how you want to
participate in the plan.
The following options are available to you:
o Full Dividend Reinvestment and Optional Cash Payments. We reinvest
dividends on all shares of common stock registered in your name. You
may also make optional cash payments to purchase additional shares of
common stock.
o Partial Dividend Reinvestment and Optional Cash Payments. We reinvest
dividends on only the number of shares of common stock registered in
your name that you specify on the authorization form. We pay the
dividend on the rest of the shares to you in cash. You may also make
optional cash payments to purchase additional common stock.
o Optional Cash Payments Only. We pay dividends on all shares of common
stock registered in your name to you in cash. You may purchase common
stock with optional cash payments when you choose.
We will reinvest dividends on all shares held in your plan account,
including any shares that you deposit for safekeeping.
Participation
When does participation begin?
For dividend reinvestment, if we receive your authorization form at least
one business day before the record date for a dividend, we will begin
reinvestment with that dividend.
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For optional cash payments or initial investments, if we, or in the case of
initial investors, Wells Fargo, receive the payment five business days before
the dividend payment date or, in any month in which dividends are not paid, five
business days before the last business day of the month, the payment will be
invested during the next investment period. You will not earn interest on any
cash payments pending their investment into common stock.
How do I change my method of participation?
You may change your method of participation at any time by completing a new
authorization form and returning it to us or by writing us. The change will
become effective at the next record date for dividend reinvestment.
Initial Investment
How do I make an initial investment?
If you are not an IDACORP shareholder of record or an Idaho Power
residential customer, you may still participate in the plan. You may enroll in
the plan by sending Wells Fargo an authorization form along with a check or
money order for at least $200 but not more than $20,000. The check or money
order must be in U.S. currency payable to:
Wells Fargo Bank Minnesota, N.A.
Shareowner Services - IPS
P.O. Box 64856 St. Paul, MN 55164-0856
1-800-468-9716
Do not send cash, post-dated, third party or foreign checks.
Authorization forms may be obtained from Wells Fargo.
Wells Fargo will return to you any initial investment that is less than the
minimum or greater than the maximum amount permitted. If your check is returned
unpaid to Wells Fargo, Wells Fargo will sell any shares purchased in reliance on
the unpaid check. Wells Fargo may also sell shares in your account to reimburse
itself for transaction fees for the purchase and sale plus any loss incurred on
reselling the shares.
When can I make initial investments?
You may make initial investments at any time. Wells Fargo will invest
initial investments during the next investment period, provided that Wells Fargo
has received your enrollment form and the investment at least five business days
prior to that investment period. For any month in which dividends are paid, the
investment period begins on the dividend payment date. For any month in which
dividends are not paid, the investment period begins on the last business day of
the month.
Because Wells Fargo does not pay interest on any amount held pending
investment, we strongly recommend that you send in initial investments shortly
before the cut-off date.
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Optional Cash Payments
How do I make optional cash payments?
After you have enrolled in the plan, you may make optional cash payments to
purchase common stock whether or not you reinvest your dividends. Optional cash
payments must be at least $10 per payment and may not exceed $20,000 per month.
You do not have to send in the same amount of money each time, and there is
no obligation to make payments on a regular basis.
You may make optional cash payments by sending a check or money order in
U.S. currency payable to IDACORP, Inc. Do not send cash, post-dated, third party
or foreign checks.
We will return to you any optional cash payments that are less than the
minimum or greater than the maximum amount permitted.
If your check is returned unpaid to us, we will sell any shares purchased
in reliance on the unpaid check. We may also sell shares in your account to
reimburse us for transaction fees for the purchase and sale, plus any loss
incurred on reselling the shares.
When can I make optional cash payments?
You may make optional cash payments at any time. We will invest optional
cash payments during the next investment period, provided that we receive them
at least five business days prior to that investment period. For any month in
which dividends are paid, the investment period begins on the dividend payment
date. For any month in which dividends are not paid, the investment period
begins on the last business day of the month.
Because we do not pay interest on any amounts we hold pending investment,
we strongly recommend that you send in optional cash payments shortly before the
cut-off date.
You may stop investment of an optional cash payment, without withdrawing
from the plan, if you notify us in writing no later than the cut-off date.
Investment Period - Source of Shares - Purchase Price
When will funds be invested under the plan?
Funds will be invested monthly under the plan.
Reinvested Dividends
Type of Purchase Investment Period
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Original issue stock On the dividend payment date for the common
stock--generally the last day of February and the 30th
day of May, August and November.
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Type of Purchase Investment Period
---------------- -----------------
Open market purchases Within 30 days after the dividend payment date. The
broker will determine the exact time of open market
purchases.
Initial Investments and Optional Cash Payments
Type of Purchase Investment Period
---------------- -----------------
Original issue stock On the dividend payment date for the common stock -
generally the last day of February and the 30th day of
May, August and November and on the last day of the
month that is a business day in any month that we do not
pay dividends.
Open market purchases Within 30 days after the dividend payment date or the
last day of the month that is a business day in any
month that we do not pay dividends. The broker will
determine the exact time of open market purchases.
If for any reason purchases are not made within 35 days, we or Wells Fargo
will return your uninvested funds to you.
What is the source of common stock for the plan?
We decide on the source of common stock for the plan. If we use open market
stock, the independent agent will purchase common stock on the open market. If
we use original issue or treasury stock for the plan, the common stock will be
purchased from us.
Subject to certain limitations, the independent agent has full discretion
as to all matters relating to open market purchases, including determination of
the number of shares, if any, to be purchased on any day or at any time of day,
the price paid for such shares, the markets on which such shares are purchased,
including on any securities exchange, on the over-the-counter market or in
negotiated transactions, and the persons, including other brokers and dealers,
from or through whom such purchases are made. The independent agent, in its sole
discretion, has the right to purchase original issue stock directly from us even
if we have directed that the shares should be purchased in the open market if
the independent agent cannot make all necessary open market purchases within the
investment period.
How many shares will be purchased for me?
The number of shares purchased will depend on the dollar amount you are
investing and the price of the common stock. We will credit your plan account
with the number of shares, computed to three decimal places, equal to the total
dollar amount invested, less brokerage commissions, divided by the weighted
average price per share paid to buy the shares.
You may not direct us to purchase a specific number of shares.
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What is the price of common stock purchased under the plan?
The price of common stock purchased on the open market will be the weighted
average price, including brokerage commissions, paid by the independent agent to
buy the stock during that investment period.
The price of common stock purchased directly from us will be the average of
the reported high and low sales prices as reported on the consolidated
transaction reporting system on the date of purchase.
Expenses to Participants
What expenses do I pay in connection with the plan?
We pay all costs of administering the plan. You pay a brokerage commission
for any shares of common stock purchased or sold on the open market for your
account.
Brokerage commissions for the purchase and sale of common stock average
$.04 per share.
Safekeeping of Certificates
Can I send IDACORP common stock certificates to you for safekeeping?
Yes. If you are a participant in the plan, you may send certificates for
shares of IDACORP common stock that you hold to us for safekeeping at no cost.
Send the certificates, unendorsed, to us at our address stated above, with a
letter of instruction. All certificates should be sent registered mail, return
receipt requested, and should be insured for 2% of their market value. The
insurance covers the cost to you of having the certificates replaced if they are
lost.
These shares will be added to your plan account. Dividends on these shares
will be automatically reinvested under the plan, and these shares will be
treated in the same way as shares purchased under the plan.
Withdrawing or Selling Shares - Terminating Participation
Can I withdraw shares from my plan account without terminating
participation in the plan?
Yes. You may withdraw any number of whole shares held in your plan account
at any time. Please use the form on the back of your statement of account or
write to us. We will issue a certificate to you without charge.
Can I sell shares through the plan without terminating participation?
Yes. You may sell any number of shares held in your plan account at any
time. The independent agent will sell the stock for you at current market
prices, and we will send you a check for the proceeds, less brokerage
commission. If you sell all shares in your account, we will terminate
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your participation. If you sell fewer than all the shares, you will continue to
participate in the plan, unless you choose to terminate.
How do I terminate participation in the plan?
You may terminate participation in the plan at any time by writing to us.
We will issue you a certificate for the whole shares in your plan account and a
cash payment, less brokerage commission, for any fractional share.
Instead of receiving a stock certificate, you may sell your shares through
the plan when you terminate participation. The independent agent will sell the
stock for you at current market prices, and we will send you a check for the
proceeds, less brokerage commission.
If we receive your request to terminate plan participation at least five
business days before a common stock dividend payment date, we will terminate
your account and not reinvest the dividend. If we receive your request to
terminate plan participation after that time, we will reinvest the dividend and
terminate your participation promptly after that.
We may, at our discretion, terminate any account that is less than one full
share and pay you cash, less brokerage commission, for the fractional share. In
addition, if you are unwilling to abide by the rules and provisions as set forth
in this prospectus, we reserve the right to terminate your account at any time.
In order to comply with escheatment laws, we reserve the right to terminate
your participation when you become "lost" or we can no longer contact you. We
will issue a certificate for whole shares in a "lost" participant plan account
and sell the fractional share. We will hold the certificate and proceeds of the
fractional share sale, less brokerage commission, until we can deliver them to
you or until we must comply with escheatment requirements.
If I terminate participation, may I re-enroll in the plan?
Generally, you may re-enroll in the plan at any time. However, we reserve
the right to reject an authorization form on any grounds, including excessive
enrolling and termination.
Certificates for Shares -- Accounts -- Reports
Will I receive certificates for shares purchased in the plan?
No. We hold the shares purchased for you in your plan account. This service
protects against loss, theft or destruction of stock certificates.
In whose name will accounts be maintained and certificates registered when
issued?
Your plan account will be maintained in the name or names which appear on
our shareholder records or in the name that you indicate on the authorization
form.
A certificate for shares, when delivered to you, will be registered in the
name or names in which the account is maintained. If you request in writing,
certificates can be registered and
14
issued in names other than the account name, provided that your signature on the
request is medallion guaranteed by a financial institution or a brokerage firm
that is a member of the medallion signature guarantee program.
What reports and other information will I receive?
You will receive a statement of account quarterly after each dividend
reinvestment and also after any initial investment, optional cash investment and
any other plan transaction. These statements provide a record of the cost of
your stock purchases. Please retain these statements for tax purposes.
You will also receive the same communications as any other shareholder,
including annual reports, notices of annual meetings and proxy statements, and
income tax information for reporting dividends paid.
Other Information
What happens when I sell or transfer all of the shares registered in my
name?
If you sell all shares of common stock registered in your name, we will,
unless you instruct us otherwise, continue to reinvest the dividends on the
shares credited to your plan account.
If you transfer all shares of stock registered in your name into a new
registration, we will not automatically transfer the plan account to the new
registration. You must contact us to request a transfer of plan shares.
What happens if IDACORP issues a stock dividend, declares a stock split or
has a rights offering?
We will credit your plan account with any shares distributed as a stock
dividend or stock split on shares in your plan account. Stock dividends or
splits on shares registered in your own name will be mailed directly to you.
If we have a rights offering, we will sell such rights on the open market
and credit your plan account with the net proceeds of the sale. The net proceeds
will then be invested as an optional cash payment.
A rights offering referred to in this question is not related to the
preferred share purchase rights attached to the common stock.
How do I vote my shares at meetings of shareholders?
You will receive a proxy card for the whole shares credited to your plan
account combined with those common shares you hold registered in your name. The
proxies will vote the shares in accordance with your instructions on the proxy.
15
Can I pledge shares credited to my plan account?
No. You may not pledge shares in your plan account. If you want to pledge
these shares, you must request that a certificate be issued in your name.
What is IDACORP's responsibility under the plan?
Neither IDACORP, Wells Fargo, the independent agent nor any agent of any of
them is liable for any act or failure to act done in good faith in administering
the plan. This includes, without limitation, any claim of liability relating to
o failure to terminate your account upon your death prior to receiving
written notice of your death
o the prices at which or the times when common stock is purchased or
sold
o any changes in the market value of our common stock.
This immunity does not relieve us of any liability for violations of applicable
federal securities laws.
We cannot assure you of a profit or protect you against a loss on shares
purchased under the plan.
Who interprets and regulates the plan?
Our board of directors interprets and regulates the plan.
Can IDACORP change or terminate the plan?
We may change the terms of the plan, including any fees, or terminate the
plan at any time. We will notify you of any material changes to the plan.
* * * *
16
FEDERAL INCOME TAX CONSEQUENCES
The following description is only a summary of certain federal income tax
consequences of participation in the plan and does not purport to be a complete
description of all federal income tax consequences of participation in the plan.
The description may be affected by future legislation, Internal Revenue Service
rulings and regulations, or court decisions. Accordingly, plan participants
should consult with their own tax advisors with respect to the federal, state
and local tax consequences of participation in the plan. The taxation of foreign
shareholders is complicated, and, except as noted, is not discussed in this
prospectus. Accordingly, plan participants should consult with their own tax
advisors with respect to federal and foreign tax consequences of the plan.
With respect to reinvested cash dividends used to purchase authorized but
unissued shares or treasury shares of common stock from us, a participant will
be treated for federal income tax purposes as having received a distribution in
an amount equal to the fair market value of the number of shares (including
fractional shares) of common stock purchased with such reinvested cash dividends
on the stock dividend payment date. This distribution will be treated as
dividend income to the participant to the extent of our current and accumulated
earnings and profits, as determined for federal income tax purposes, and as
reported as such on Form 1099-DIV. The participant's basis in the shares so
purchased will be equal to the fair market value of such shares on the dividend
payment date.
With respect to reinvested cash dividends used to purchase shares of common
stock on the open market or through negotiated transactions, a participant will
be treated for federal income tax purposes as having received a distribution in
an amount equal to the cash dividends reinvested. This distribution will be
treated as dividend income to the participant to the extent of our current and
accumulated earnings and profits, as determined for federal income tax purposes,
and as reported as such on Form 1099-DIV. The participant's basis in the shares
so purchased will be equal to the amount treated as a dividend distribution to
such participant, plus any brokerage commissions paid by the participant to
obtain the shares.
A participant who purchases common stock with optional cash payments will
recognize no income upon such purchase. The basis of shares purchased in this
manner will be the amount of the optional cash investment plus any brokerage
commissions paid by the participant to obtain the shares.
A participant's holding period for shares of common stock acquired pursuant
to the plan will begin on the day following the date the shares are credited to
the participant's account.
A participant will not realize income as a result of receipt of
certificates for whole shares of common stock credited to the participant's
account, either upon the participant's request for those shares or upon
withdrawal from participation in, or termination of, the plan.
A participant will realize gain or loss when the shares of common stock
held in his or her plan account are sold or exchanged and, in the case of a
fractional share, when the participant receives a cash payment for a fraction of
a share of common stock credited to the participant's account upon termination
of participation in, or termination of, the plan. The amount of such
17
gain or loss will be the difference between the amount that the participant
receives for the shares or fraction of a share and the tax basis thereof.
For participants who are subject to "backup" withholding, we will invest in
shares of common stock an amount equal to the cash dividends less the amount of
tax required to be withheld. Backup withholding generally will apply if a
participant (a) fails to furnish his or her taxpayer identification number
(TIN), which for an individual is either his or her social security number (SSN)
or individual taxpayer identification number (ITIN), (b) furnishes an incorrect
TIN, (c) has been notified previously by the Internal Revenue Service that he or
she has failed to report properly payments of interest and dividends, or (d) has
failed to certify that he or she is not subject to backup withholding.
In the case of those foreign holders of our stock whose dividends are
subject to United States withholding tax, we will apply the net amount of the
dividends of such foreign shareholders, after the deduction of withholding taxes
(including withholding taxes owing by reason of the purchase of shares of common
stock with reinvested stock dividends), to the purchase of shares of common
stock. The statements confirming purchases made for foreign shareholders will
indicate the amount of federal tax withheld. We may not refund withholding taxes
that we withhold, but an individual participant may claim it as a credit on his
or her federal income tax return.
USE OF PROCEEDS
We will receive no proceeds when we use common stock purchased on the open
market for the plan. When we use original issue common stock for the plan, we
will use the proceeds for general corporate purposes.
DIVIDEND POLICY
It is generally our practice to pay dividends on our common shares on the
last day of February and the 30th day of May, August and November. The payment
of dividends is within the sole discretion of our board of directors. We cannot
give you any assurance as to the amount of future dividends.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
these reports at any of the facilities of the Securities and Exchange Commission
listed below:
Public Reference Facilities Regional Office Regional Office
--------------------------- --------------- ---------------
450 Fifth Street, N.W. 175 W. Jackson Boulevard The Woolworth Building
Washington, DC 20549 Suite 900 233 Broadway
Chicago, IL 60604 Suite 1300
New York, NY 10279
You may obtain copies of our filed reports from the SEC upon payment of a
duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference
18
facilities. The SEC maintains an internet site that contains reports, proxy and
information statements and other information about issuers that file
automatically. The address of that site is http://www.sec.gov.
This prospectus is part of a registration statement that we filed with the
SEC. This prospectus does not contain all information or exhibits to the
registration statement. You may inspect the registration statement and exhibits
without charge at the SEC's office, 450 Fifth Street, N.W., Washington, D.C.
20549, and you may obtain copies upon payment of a duplicating fee.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the following documents that we filed with the SEC (SEC file number 1-14465):
o Annual Report on Form 10-K for the year ended December 31, 2002
o Description of our common stock contained in the registration
statement on Form 8-A, dated October 20, 1999 and any amendments
thereto
o Description of our preferred share purchase rights, contained in the
registration statement on Form 8-A, dated September 15, 1998, as
amended by Form 8-A/A, dated October 20, 1999 and any amendments
thereto
o All documents we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and
before we terminate the offering.
We will provide to each person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in the prospectus but not delivered with the
prospectus. You may obtain a copy of this information at no cost, by writing to
or telephoning us at the following address:
Shareowner Services
IDACORP, Inc.
1221 W. Idaho Street
Boise, ID 83702
Telephone 208-388-2200
You may also access these documents at our website at www.idacorpinc.com
19
LEGAL OPINIONS
LeBoeuf, Lamb, Greene & MacRae, L.L.P., New York, New York, a limited
liability partnership including professional corporations, and Robert W.
Stahman, Vice President, General Counsel and Secretary for IDACORP, have given
us their opinions on the validity of the common stock and the attached preferred
share purchase rights being offered under the plan. LeBoeuf, Lamb, Greene &
MacRae, L.L.P., has, for matters governed by the laws of Idaho, relied upon the
opinion of Mr. Stahman. As of December 31, 2002, Mr. Stahman owned 16,892 shares
of Company common stock. Mr. Stahman is acquiring additional shares of IDACORP
common stock at regular intervals through employee stock plans.
EXPERTS
The consolidated financial statements and the related financial statement
schedule of IDACORP incorporated in this prospectus by reference to IDACORP's
Annual Report on Form 10-K for the year ended December 31, 2002, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to changes in accounting for goodwill and the
presentation of energy trading activities), which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
20
================================================================================
You should rely only on the information contained
or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with
different information. We are offering to sell IDACORP, Inc.
shares of common stock and seeking offers to buy
shares of common stock only in jurisdictions where
offers and sales are permitted. The information
contained in this prospectus, including any
information incorporated by reference, is accurate
only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or any
sale of the common stock.
-------------
-------------
TABLE OF CONTENTS
Page
----
Dividend Reinvestment
CHANGES TO THE PLAN..............................3 and Stock Purchase Plan
FORWARD-LOOKING INFORMATION......................4
ABOUT IDACORP....................................5
-------------
THE PLAN.........................................6
Purpose of the Plan............................6
Eligibility....................................6
Advantages.....................................7
Administration.................................8
Procedure for Enrolling - Authorization Form...9 Common Stock
Participation.................................10
Initial Investment............................11
Optional Cash Payments........................12
Investment Period - Source of Shares -
Purchase Price............................12
Expenses to Participants......................14
Safekeeping of Certificates...................14
Withdrawing or Selling Shares - Terminating
Participation.............................14
Certificates for Shares -- Accounts
-- Reports................................15
Other Information.............................16
-------------
FEDERAL INCOME TAX CONSEQUENCES.................18 PROSPECTUS
USE OF PROCEEDS.................................19 -------------
DIVIDEND POLICY.................................19
WHERE YOU CAN FIND MORE INFORMATION.............19 , 2003
---------
INFORMATION INCORPORATED BY REFERENCE...........20
LEGAL OPINIONS..................................21
EXPERTS.........................................21
================================================================================
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee........................ $ 4,361
Agent fees*............................. 5,000
Accountants' fee*....................... 5,000
Printing costs*......................... 6,000
Legal fees*............................. 50,000
Other*.................................. 4,639
--------
Total $ 75,000
========
-------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 30-1-850 et seq. of the Idaho Business Corporation Act provide for
indemnification of IDACORP's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended.
Article VIII of IDACORP's articles of incorporation, as amended, provides
that IDACORP shall indemnify its directors and officers against liability and
expenses and shall advance expenses to its directors and officers in connection
with any proceeding to the fullest extent permitted by the Idaho Business
Corporation Act as now in effect or as it may be amended or substituted from
time to time. Article VI of IDACORP's bylaws provides that IDACORP shall have
the power to purchase insurance on behalf of any director, officer, employee or
agent against liability and expenses in connection with any proceeding, to the
extent permitted under applicable law. Article VI further provides that IDACORP
may enter into indemnification agreements with any director, officer, employee
or agent to the extent permitted under any applicable law.
IDACORP has liability insurance protecting its directors and officers
against liability by reason of their being or having been directors or officers.
In addition, IDACORP has entered into indemnification agreements with its
directors and officers to provide for indemnification to the maximum extent
permitted by law.
ITEM 16. EXHIBITS
Exhibit File Number As Exhibit
------- ----------- ----------
*2 333-48031 2 Agreement and Plan of Exchange between
IDACORP, Inc. and Idaho Power Company,
dated as of February 2, 1998.
*4(a) 333-64737 3.1 Articles of Incorporation of IDACORP,
Inc.
II-1
Exhibit File Number As Exhibit
------- ----------- ----------
*4(b) 333-64737 3.2 Articles of Amendment to Articles of
Incorporation of IDACORP, Inc., as
filed with the Secretary of State of
Idaho on March 9, 1998.
*4(c) 333-00139 3(b) Articles of Amendment to Articles of
Incorporation of IDACORP, Inc.
creating A Series Preferred Stock,
without par value, as filed with the
Secretary of State of Idaho on
September 17, 1998.
*4(d) 33-56071 3(d) Articles of Share Exchange of IDACORP,
as filed with the Secretary of State
of Idaho on September 29, 1998.
*4(e) 1-14465 3(h) Amended Bylaws of IDACORP, Inc., as of
Form 10-Q for July 8, 1999.
quarter ended
6/30/99
*4(f) 1-14465 4 -Rights Agreement, dated as of
Form 8-K, dated September 10, 1998 between IDACORP,
September 15, Inc. and Wells Fargo Bank
1998 Minnesota, N.A., as successor
Rights Agent to The Bank of New York.
5(a) -Opinion and consent of Robert W.
Stahman, Esq.
5(b) and 8 -Opinion and consent of LeBoeuf, Lamb,
Greene & MacRae, L.L.P.
23 -Consent of Deloitte & Touche LLP.
24 -Power of Attorney (included on the
signature page hereof).
-------------
*Previously filed and incorporated herein by reference.
Item 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which,
II-2
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
POWER OF ATTORNEY
Each director and/or officer of the issuer whose signature appears below
hereby authorizes any agent for service named on the cover of this Registration
Statement to execute in the name of each such person, and to file with the
Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to the Registration Statement, and appoints any such
agent for service as attorney-in-fact to sign in his behalf individually and in
each capacity stated below and file any such amendments to the Registration
Statement, and the issuer hereby confers like authority to sign and file on its
behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise and State of Idaho, on the 18th day of March,
2003.
IDACORP, Inc.
By /s/ Jan B. Packwood
---------------------
Jan B. Packwood
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jon H. Miller Chairman of the Board March 18, 2003
-------------------------------
(Jon H. Miller)
/s/ Jan B. Packwood President, Chief Executive Officer March 18, 2003
-------------------------------
(Jan B. Packwood) and Director
/s/ Darrel T. Anderson Vice President, Chief Financial March 18, 2003
------------------------------- Officer and Treasurer (Principal
(Darrel T. Anderson) Financial Officer) (Principal
Accounting Officer)
II-4
Signature Title Date
--------- ----- ----
/s/ Rotchford L. Barker Director March 18, 2003
-------------------------------
Rotchford L. Barker
/s/ John B. Carley Director March 18, 2003
-------------------------------
(John B. Carley)
/s/ Christopher L. Culp Director March 18, 2003
-------------------------------
(Christopher L. Culp)
/s/ Jack K. Lemley Director March 18, 2003
-------------------------------
(Jack K. Lemley)
/s/ Evelyn Loveless Director March 18, 2003
-------------------------------
(Evelyn Loveless)
/s/ Gary G. Michael Director March 18, 2003
-------------------------------
(Gary G. Michael)
/s/ Peter S. O'Neill Director March 18, 2003
-------------------------------
(Peter S. O'Neill)
/s/ Robert A. Tintsman Director March 18, 2003
-------------------------------
(Robert A. Tintsman)
II-5
Exhibit Index
Exhibit File Number As Exhibit
------- ----------- ----------
*2 333-48031 2 Agreement and Plan of Exchange between
IDACORP, Inc. and Idaho Power Company,
dated as of February 2, 1998.
*4(a) 333-64737 3.1 Articles of Incorporation of IDACORP,
Inc.
*4(b) 333-64737 3.2 Articles of Amendment to Articles of
Incorporation of IDACORP, Inc., as
filed with the Secretary of State of
Idaho on March 9, 1998.
*4(c) 333-00139 3(b) Articles of Amendment to Articles of
Incorporation of IDACORP, Inc.
creating A Series Preferred Stock,
without par value, as filed with the
Secretary of State of Idaho on
September 17, 1998.
*4(d) 33-56071 3(d) Articles of Share Exchange of IDACORP,
as filed with the Secretary of State
of Idaho on September 29, 1998.
*4(e) 1-14465 3(h) Amended Bylaws of IDACORP, Inc., as of
July 8, 1999.
Form 10-Q for
quarter ended
6/30/99
*4(f) 1-14465 4 -Rights Agreement, dated as of
September 10, 1998 between IDACORP,
Form 8-K, dated Inc. and Wells Fargo Bank as successor
September 15, to The Bank of New York, as Rights
1998 Agent.
5(a) -Opinion and consent of Robert W.
Stahman, Esq.
5(b) and 8 -Opinion and consent of LeBoeuf, Lamb,
Greene & MacRae, L.L.P.
23 -Consent of Deloitte & Touche LLP.
24 -Power of Attorney (included on the
signature page hereof).
------------
*Previously filed and incorporated herein by reference.