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Exhibit 2
AGREEMENT AND PLAN OF EXCHANGE
This AGREEMENT AND PLAN OF EXCHANGE (this "Agreement"),
dated as of February 2, 1998, is between IDAHO POWER COMPANY, an
Idaho corporation (the "Company"), the company whose shares will
be acquired pursuant to the Exchange described herein, and IDAHO
POWER HOLDING COMPANY, an Idaho corporation ("IPHC"), the
acquiring company. The Company and IPHC are hereinafter referred
to, collectively, as the "Companies".
WITNESSETH:
WHEREAS, the authorized capital stock of the Company
consists of (a) 50,000,000 shares of Common Stock, $2.50 par
value ("Company Common Stock"), of which 37,612,351 shares are
issued and outstanding, (b) 215,000 shares of 4% Preferred Stock,
$100 par value, of which 166,972 shares are issued and
outstanding, (c) 150,000 shares of Serial Preferred Stock, $100
par value, of which 150,000 shares are issued and outstanding and
(d) 3,000,000 shares of Serial Preferred Stock, without par
value, of which 500,500 shares are issued and outstanding; the
number of shares of Company Common Stock being subject to
increase to the extent that shares reserved for issuance are
issued prior to the Effective Time, as hereinafter defined.
WHEREAS, IPHC is a wholly-owned subsidiary of the Company
with authorized capital stock consisting of (a) 120,000,000
shares of Common Stock, without par value ("IPHC Common Stock"),
of which 100 shares are issued and outstanding and owned of
record by the Company and (b) 20,000,000 shares of Preferred
Stock, without par value ("IPHC Preferred Stock"), none of which
shares are issued and outstanding;
WHEREAS, the Boards of Directors of the respective Companies
deem it desirable and in the best interests of the Companies and
the shareholders of the Company that each share of Company Common
Stock be exchanged for a share of IPHC Common Stock with the
result that IPHC becomes the owner of all outstanding Company
Common Stock and that each holder of Company Common Stock becomes
the owner of an equal number of shares of IPHC Common Stock, all
on the terms and conditions hereinafter set forth; and
WHEREAS, the Boards of Directors of the Companies have each
approved and adopted this Agreement and the Board of Directors of
the Company has recommended that its shareholders approve this
Agreement pursuant to the Idaho Business Corporation Act (the
"Act");
NOW, THEREFORE, in consideration of the premises, and of the
agreements, covenants and conditions hereafter contained, the
parties hereto agree with respect to the exchange provided for
herein (the "Exchange") that at the Effective Time (as
hereinafter defined) each share of Company Common Stock issued
and outstanding immediately prior to the Effective Time will be
exchanged for one share of IPHC Common Stock, and that the terms
and conditions of the Exchange and the method of carrying the
same into effect shall be as follows:
I
ARTICLE
This Agreement shall be submitted to the shareholders of the
Company entitled to vote with respect thereto for approval as
provided by the Act.
I ARTICLE
Subject to the satisfaction of the terms and conditions set
forth in this Agreement and to the provisions of Article VI, IPHC
agrees to file with the Secretary of State of the State of Idaho
(the "Secretary of State") Articles of Share Exchange (the
"Articles") with respect to the Exchange, and the Exchange shall
take effect upon the effective date as specified in the Articles
(the "Effective Time")
I ARTICLE
A. At the Effective Time:
(1) each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time shall be
automatically exchanged for one share of IPHC Common Stock, which
shares shall thereupon be fully paid and non-assessable;
(1) PHC shall acquire and become the owner and holder of
each issued and outstanding share of Company Common Stock so
exchanged;
(1) each share of IPHC Common Stock issued and
outstanding immediately prior to the Effective Time shall be
canceled and shall thereupon constitute an authorized and
unissued share of IPHC Common Stock;
(1) each share of Company Common Stock held under the
Dividend Reinvestment and Stock Purchase Plan, the Employee
Savings Plan and the 1994 Restricted Stock Plan (including
fractional and uncertificated shares) immediately prior to the
Effective Time shall be automatically exchanged for a like number
of shares (including fractional and uncertificated shares) of
IPHC Common Stock, which shares shall be held under the Dividend
Reinvestment and Stock Purchase Plan, the Employee Savings Plan
and the 1994 Restricted Stock Plan, as the case may be; and
(1) the former owners of Company Common Stock shall be
entitled only to receive shares of IPHC Common Stock as provided
herein.
A. Subject to dissenters' rights as set forth in Part 13
of the Act for the 4% Preferred Stock, $100 par value and the
Serial Preferred Stock, $100 par value, shares of the Company's
4% Preferred Stock, $100 par value, Serial Preferred Stock, $100
par value, and Serial Preferred Stock, without par value, shall
not be exchanged or otherwise affected in connection with the
Exchange and, to the extent issued and outstanding immediately
prior to the Effective Time, shall continue to be issued and
outstanding following the Exchange as shares of the Company of
the applicable series designation.
A. As of the Effective Time, IPHC shall succeed to the
Dividend Reinvestment and Stock Purchase Plan as in effect
immediately prior to the Effective Time, and the Dividend
Reinvestment and Stock Purchase Plan shall be appropriately
amended to provide for the issuance and delivery of IPHC Common
Stock on and after the Effective Time.
A. As of the Effective Time, the Employee Savings Plan
and the 1994 Restricted Stock Plan shall be appropriately amended
to provide for the issuance and delivery of IPHC Common Stock on
and after the Effective Time.
I ARTICLE
The filing of the Articles with the Secretary of State and
the consummation of the Exchange are subject to the satisfaction
of the following conditions precedent:
(1) the approval by the shareholders of the Company,
to the extent required by the Act, of this Agreement;
(1) the approval for listing, upon official notice of
issuance, by the New York Stock Exchange, of IPHC Common Stock to
be issued and reserved for issuance pursuant to the Exchange;
(1) the receipt of such orders, authorizations, approvals
or waivers from the Idaho Public Utilities Commission and all
other regulatory bodies, boards or agencies as are required in
connection with the Exchange, which orders, authorizations,
approvals or waivers remain in full force and effect and do not
include, in the sole judgment of the Board of Directors of the
Company, unacceptable conditions; and
(4) the receipt by the Company of a tax opinion of LeBoeuf,
Lamb, Greene & MacRae L.L.P. satisfactory to the Board of
Directors of the Company to the effect that (a) common
shareholders of the Company (i) will recognize no gain or loss in
connection with the Exchange, (ii) will have the same basis in
their IPHC Common Stock after the Exchange as they had in their
Company Common Stock before the Exchange and (iii) will be
entitled to include any period that they held Company Common
Stock before the Exchange when determining any holding period
with respect to IPHC Common Stock received in the Exchange and
(b) IPHC will recognize no gain or loss upon its receipt of
Company Common Stock in the Exchange.
I ARTICLE
Following the Effective Time, each holder of an outstanding
certificate or certificates theretofore representing shares of
Company Common Stock may, but shall not be required to, surrender
the same to IPHC for cancellation and reissuance of a new
certificate or certificates in such holder's name or for
cancellation and transfer, and each holder or transferee will be
entitled to receive a certificate or certificates representing
the same number of shares of IPHC Common Stock as the shares of
Company Common Stock previously represented by the certificate or
certificates surrendered. Until so surrendered or presented for
transfer, each outstanding certificate which, immediately prior
to the Effective Time, represented Company Common Stock shall be
deemed and treated for all corporate purposes to represent the
ownership of the same number of shares of IPHC Common Stock as
though such surrender or transfer and exchange had taken place.
The holders of Company Common Stock at the Effective Time shall
have no right to have their shares of Company Common Stock
transferred on the stock transfer books of the Company, and such
stock transfer books shall be deemed to be closed for this
purpose at the Effective Time.
I ARTICLE
This Agreement may be amended, modified or supplemented, or
compliance with any provision or condition hereof may be waived,
at any time, by the mutual consent of the Boards of Directors of
the Company and of IPHC; provided, however, that no such
amendment, modification, supplement or waiver shall be made or
effected, if such amendment, modification, supplement or waiver
would, in the judgment of the Board of Directors of the Company,
materially and adversely affect the shareholders of the Company.
Notwithstanding shareholder approval of this Agreement, this
Agreement may be terminated and the Exchange and related
transactions abandoned at any time prior to the time the Articles
are filed with the Secretary of State, if the Board of Directors
of the Company determines, in its sole discretion, that
consummation of the Exchange would be inadvisable or not in the
best interests of the Company or its shareholders.
IN WITNESS WHEREOF, each of the Company and IPHC, pursuant
to authorization and approval given by its Board of Directors,
has caused this Agreement to be executed as of the date first
above written.
IDAHO POWER COMPANY
By:_________________________________
Name: Jan B. Packwood
Title: President
IDAHO POWER HOLDING COMPANY
By:_________________________________
Name: Joseph W. Marshall
Title: Chairman of the Board
and Chief Executive Officer