View:
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997.
Registration No. 333-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
THE WASHINGTON WATER POWER COMPANY
(Exact name of registrant as
specified in its charter)
------------------------
WASHINGTON 91-1653826
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1411 East Mission Avenue
Spokane, Washington 99202-2600
(509) 489-0500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
THE WASHINGTON WATER POWER COMPANY
UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN
(Full Title of Plan)
------------------
JON E. ELIASSEN J. ANTHONY TERRELL
Senior Vice President ELIZABETH W. POWERS
and Chief Financial Officer Reid & Priest LLP
The Washington Water Power Company 40 West 57th Street
1411 East Mission Avenue New York, New York 10019-4097
Spokane, Washington 99202 (212) 603-2000
(509) 489-0500
(Names, addresses and telephone numbers, including area codes, of agents
for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
==========================================================================
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering price registra-
registered registered(1) unit (2) (2) tion fee
--------------------------------------------------------------------------
Common
Stock
(no par
value) . . 13,000 shares $18.625 $242,125 $73.37(3)
Preferred
Share
Purchase
Rights . . 13,000 rights(3)
=========================================================================
(1) In addition, pursuant to Rule 416(a) under the
Securities Act of 1933, as amended, 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 pursuant to Rule 457(h) under the Securities
Act of 1933, as amended, based on the average of the
reported high and low sales prices on the consolidated
transaction reporting system on February 24, 1997.
(3) The Preferred Share Purchase Rights (the "Rights") are
appurtenant to and will trade with the Common Stock.
The value attributable to the Rights, if any, is
reflected in the market price of the Common Stock.
Since no separate consideration is paid for the Rights,
the registration fee for such securities is included in
the fee for the Common Stock.
==========================================================================
THE WASHINGTON WATER POWER COMPANY
UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Washington Water Power Company (the "Company") hereby
incorporates herein by reference the following documents previously filed
by the Company with the Securities and Exchange Commission:
(1) Annual Report on Form 10-K for the year ended December 31, 1995,
the Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1996, and the Current Report on
Form 8-K dated December 1, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated herein
by reference and to be a part hereof from the respective dates of filing
thereof. Any statement contained in an incorporated document shall be
deemed to be modified or superseded to the extent that a statement
contained herein or in any subsequently filed incorporated document
modifies of supersedes such statement.
Item 4. DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of
10,000,000 shares of Preferred Stock, cumulative, without nominal or par
value, which is issuable in series, and 200,000,000 shares of Common Stock
without nominal or par value. Following is a brief description of certain
of the rights and privileges of the Common Stock of the Company. For a
complete description, reference is made to the Company's Restated Articles
of Incorporation, as amended (the "Articles"), and to the laws of the State
of Washington. The following summary, which does not purport to be
complete, is qualified in its entirety by such reference.
DIVIDEND RIGHTS
After full provision for all Preferred Stock dividends declared
or in arrears, the holders of Common Stock of the Company are entitled to
receive such dividends as may be lawfully declared from time to time by the
Board of Directors of the Company.
II-1
VOTING RIGHTS
The holders of the Common Stock have sole voting power, except as
indicated below or as otherwise provided by law, and each holder of Common
Stock is entitled to vote cumulatively for the election of directors. If
dividends payable on any shares of Preferred Stock shall be in arrears in
an amount equal to the aggregate amount of dividends accumulated on such
shares of Preferred Stock over the eighteen (18) month period ended on such
date, the holders of such stock become entitled, as one class, to elect a
majority of the Board of Directors, which right does not cease until all
defaults in the payment of dividends on the Preferred Stock shall have been
cured. In addition, the consent of various proportions of the Preferred
Stock at the time outstanding is required to adopt any amendment to the
Articles which would authorize any new class of stock ranking prior to or
on a parity with the Preferred Stock as to certain matters, to increase the
authorized number of shares of the Preferred Stock or to change any of the
rights or preferences of outstanding Preferred Stock.
CLASSIFIED BOARD OF DIRECTORS
Both the Articles and the Company's Bylaws, as amended (the
"Bylaws") provide for a Board of Directors divided into three classes, each
of which will generally serve for a term of three years, with only one
class of directors being elected in each year. The Articles and Bylaws
also provide that directors may be removed only for cause and only by the
affirmative vote of the holders of at least a majority of the Common Stock.
The Articles and Bylaws further require an affirmative vote of the holders
of at least 80% of the Common Stock to alter, amend or repeal the
provisions relating to the classification of the Board of Directors and the
removal of members from, and the filling of vacancies on, the Board of
Directors.
CHANGE IN CONTROL
The Articles contain a "fair price" provision which requires the
affirmative vote of the holders of at least 80% of the Common Stock for the
consummation of certain business combinations, including mergers,
consolidations, recapitalizations, certain dispositions of assets, certain
issuances of securities, liquidations and dissolutions involving the
Company and a person or entity who is or, under certain circumstances, was,
a beneficial owner of 10% or more of the outstanding shares of Common Stock
(an "Interested Shareholder") unless (a) such business combination shall
have been approved by a majority of the directors unaffiliated with the
Interested Shareholder or (b) certain minimum price and procedural
requirements are met. The Articles provide that the "fair price" provision
may be altered, amended or repealed only by the affirmative vote of the
holders of at least 80% of the Common Stock.
PREFERRED SHARE PURCHASE RIGHTS
Reference is made to the Rights Agreement, dated as of February
16, 1990, as amended (the "Rights Agreement"), between the Company and The
Bank of New York, successor Rights Agent to First Chicago Trust Company of
New York, filed with the Securities and Exchange Commission. The following
statements are qualified in their entirety by such reference.
The Company has adopted a shareholder rights plan pursuant to
which holders of Common Stock outstanding on March 2, 1990 or issued
thereafter have been granted one preferred share purchase right (a "Right")
on each outstanding share of Common Stock. The description and terms of
II-2
the Rights are set forth in the Rights Agreement. Certain of the
capitalized terms used in the following description have the meanings set
forth in the Rights Agreement.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors,
except pursuant to an offer conditioned on a substantial number of Rights
being acquired. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Company
prior to the time that a person or group has acquired beneficial ownership
of 10% or more of the Common Stock since until such time the Rights may be
redeemed as hereinafter described.
Each Right, initially evidenced by and traded with the shares of
Common Stock, entitles the registered holder to purchase one two-hundredth
of a share of Preferred Stock of the Company, without par value (the
"Preferred Shares"), at an exercise price of $40, subject to certain
adjustments, regulatory approval and other specified conditions. The
Rights will be exercisable only if a person or group acquires 10% or more
of the Common Stock or announces a tender offer, the consummation of which
would result in the beneficial ownership by a person or group of 10% or
more of the Common Stock.
If any person or group acquires 10% or more of the outstanding
Common Stock, each Right will entitle its holder (other than such person or
members of such group), subject to regulatory approval and other specified
conditions, to purchase that number of shares of Common Stock or Preferred
Shares having a market value of twice the Right's exercise price. In
addition, in the event that any person or group has acquired 10% or more of
the outstanding Common Stock or the Company consolidates or merges with or
into, or sells 50% or more of its assets or earning power to, any person or
group, or engages in certain "self dealing" transactions with any person or
group owning 10% or more of the outstanding Common Stock, proper provision
will be made so that each Right would thereafter entitle its holder to
purchase that number of the acquiring company's common shares having a
market value at that time of twice the Right's exercise price.
At any time after a person or group acquires more than 10% but
less than 50% of the outstanding Common Stock, the Board of Directors of
the Company may, subject to any necessary regulatory approval, require each
outstanding Right to be exchanged for one share of Common Stock or cash,
securities or other assets having a value equal to the market value of one
share of Common Stock.
The Rights may be redeemed, at a redemption price of $.005 per
Right, by the Board of Directors of the Company at any time until any
person or group has acquired 10% or more of the Common Stock. Under
certain circumstances, the decision to redeem the Rights will require the
concurrence of a majority of the Continuing Directors. The Rights will
expire on February 16, 2000.
LIQUIDATION RIGHTS
In the event of any liquidation of the Company, after
satisfaction of the preferential liquidation rights of the Preferred Stock,
the holders of the Common Stock would be entitled to share ratably in all
assets of the Company available for distribution to shareholders.
II-3
PRE-EMPTIVE RIGHTS
No holder of any stock of the Company has any pre-emptive rights.
MISCELLANEOUS
The presently outstanding shares of Common Stock of the Company
are fully paid and nonassessable.
The Common Stock of the Company is listed on the New York and
Pacific Stock Exchanges.
The New York Transfer Agent and Registrar for the Common Stock is
The Bank of New York, 101 Barclay Street, 11th Floor, New York, New York
10286. The Company, P.O. Box 3647, Spokane, Washington 99220-3647, is an
additional Transfer Agent and Registrar for the Common Stock.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The Company's consolidated financial statements and related
financial statement schedules for the year ended December 31, 1995,
incorporated in this registration statement by reference from the Company's
Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Articles provides, in part, as follows:
"The Corporation shall, to the full extent permitted by
applicable law, as from time to time in effect, indemnify any
person made a party to, or otherwise involved in, any proceeding
by reason of the fact that he or she is or was a director of the
Corporation against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by him or her in connection
with any such proceeding. The Corporation shall pay any
reasonable expenses incurred by a director in connection with any
such proceeding in advance of the final determination thereof
upon receipt from such director of such undertakings for
repayment as may be required by applicable law and a written
affirmation by such director that he or she has met the standard
of conduct necessary for indemnification, but without any prior
determination, which would otherwise be required by Washington
law, that such standard of conduct has been met. The Corporation
may enter into agreements with each director obligating the
Corporation to make such indemnification and advances of expenses
as are contemplated herein. Notwithstanding the foregoing, the
Corporation shall not make any indemnification or advance which
is prohibited by applicable law. The rights to indemnity and
advancement of expenses granted herein shall continue as to any
person who has ceased to be a director and shall inure to the
benefit of the heirs, executors and administrators of such a
person."
II-4
The Company has entered into indemnification agreements with each
director as contemplated in Article Seventh of the Articles.
Article IX of the Company's Bylaws contains a similar provision
to that contained in the Articles and in addition, provides in part, as
follows:
"SECTION 2. LIABILITY INSURANCE. The Corporation shall
have the power to purchase and maintain insurance on behalf of
any person who is, or was a director, officer, employee, or agent
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise,
or employee benefit plan against any liability asserted against
him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the laws of
the State of Washington."
Reference is made to Washington Business Corporation Act
23B.08.510, which sets forth the extent to which indemnification is
permitted under the laws of the State of Washington.
Insurance is maintained on a regular basis (and not specifically
in connection with this offering) against liabilities arising on the part
of directors and officers out of their performance in such capacities or
arising on the part of the Company out of its foregoing indemnification
provisions, subject to certain exclusions and to the policy limits.
Item 8. EXHIBITS.
Reference is made to the Exhibit Index on page II - 8 hereof.
Item 9. 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, 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
II-5
registration statement; provided, however, that the registrant
need not file a post-effective amendment to include the
information required to be included by subsection (i) or (ii) if
such information 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 Exchange Act 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 Exchange
Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 provisions described
under Item 6 above, or otherwise, the registrant has been informed that in
the opinion of the 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 against the registrant 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 question 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-6
POWER OF ATTORNEY
The Registrant hereby appoints each Agent for Service named in
this Registration Statement as its attorney-in-fact to sign in its name and
behalf, and to file with the Commission, any and all amendments, including
post-effective amendments, to this Registration Statement, and each
director and/or officer of the Registrant whose signature appears below
hereby appoints each such Agent for Service as his attorney-in-fact with
like authority to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission, any and all such amendments.
SIGNATURES
THE REGISTRANT. 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-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Spokane, State
of Washington, on this 14th day of February 1997.
THE WASHINGTON WATER POWER COMPANY
By /s/ Paul A. Redmond
--------------------------------------
Paul A. Redmond
Chairman of the Board
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 date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Paul A. Redmond Principal February 14, 1997
-------------------------------- Executive
Paul A. Redmond (Chairman of the Officer and
Board and Chief Executive Director
Officer)
/s/ W. Lester Bryan Principal February 14, 1997
-------------------------------- Executive
W. Lester Bryan (President Officer and
and Chief Operating Officer, Director
Director)
/s/ J. E. Eliassen Principal February 14, 1997
-------------------------------- Financial and
J. E. Eliassen (Senior Vice Accounting
President and Chief Financial Officer
Officer)
/s/ David A. Clack Director February 14, 1997
--------------------------------
David A. Clack
/s/ Duane B. Hagadone Director February 14, 1997
--------------------------------
Duane B. Hagadone
/s/ Eugene W. Meyer Director February 14, 1997
--------------------------------
Eugene W. Meyer
/s/ General H. Norman Schwarzkopf Director February 14, 1997
--------------------------------
General H. Norman Schwarzkopf
/s/ B. Jean Silver Director February 14, 1997
--------------------------------
B. Jean Silver
/s/ Larry A. Stanley Director February 14, 1997
--------------------------------
Larry A. Stanley
/s/ R. John Taylor Director February 14, 1997
--------------------------------
R. John Taylor
II-7
EXHIBIT INDEX
With
Registration As
Exhibit Number Exhibit
------- ------------ --------
*4(a) 1-3701 (with 4(a) Restated Articles of
Form 10-Q for Incorporation, as
quarter ended amended, of the Company.
June 30, 1994)
*4(b) 1-3701 (with 3(b) Bylaws of the Company,
Form 10-Q for as amended May 11, 1995.
quarter ended
June 30, 1995)
*4(c) 1-3701 (with 4(n) Rights Agreement, dated
Form 8-K dated as of February 16, 1990,
February 16, between the Company and
1990) The Bank of New York as
successor Rights Agent.
*4(d) 1-3701 (with 4(b) Amendment No. 1 to
Form 10-Q for Rights Agreement, dated
quarter ended as of May 10, 1994.
March 31,
1994)
*4(e) 1-3701 (with 4(b) Amendment No., 2 to
Form 10-Q for Rights Agreement, dated
quarter ended as of June 27, 1994.
September 30,
1994)
10 Unfunded Outside
Director Retirement Plan
(as terminated),
including board
resolutions terminating
plan.
23 Consent of Deloitte &
Touche LLP.
24 See page II-7 for Power
of Attorney
__________________
* Previously filed and incorporated herein by reference.
II-8
Exhibit 10
THE WASHINGTON WATER POWER COMPANY
UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN
EFFECTIVE MAY 1, 1988
TABLE OF CONTENTS
ARTICLE I. Definitions . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Administrator . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Disability . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Effective Date . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 Final Annual Retainer Fee . . . . . . . . . . . . . . . . . . 1
1.6 Outside Director(s) . . . . . . . . . . . . . . . . . . . . . 1
1.7 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.8 Retirement . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.9 Surviving Spouse . . . . . . . . . . . . . . . . . . . . . . 1
1.10 Year of Service . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. Purpose of Plan . . . . . . . . . . . . . . . . . . . . 1
2.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III. Eligibility . . . . . . . . . . . . . . . . . . . . . . 2
3.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE IV. Benefits . . . . . . . . . . . . . . . . . . . . . . . . 2
4.1 Normal Retirement Benefit . . . . . . . . . . . . . . . . . . 2
4.2 Early Retirement Benefit . . . . . . . . . . . . . . . . . . 2
4.3 Pre-Retirement Survivor Benefit . . . . . . . . . . . . . . . 2
4.4 Post-Retirement Survivor Benefit . . . . . . . . . . . . . . 3
4.5 Disability Benefit . . . . . . . . . . . . . . . . . . . . . 3
4.6 Form of Benefit Payments . . . . . . . . . . . . . . . . . . 3
4.7 Time of Benefit Payments . . . . . . . . . . . . . . . . . . 3
4.8 Benefits Unfunded . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE V. Administration . . . . . . . . . . . . . . . . . . . . . 4
5.1 Duties of Administrator . . . . . . . . . . . . . . . . . . . 4
5.2 Finality of Decisions . . . . . . . . . . . . . . . . . . . . 4
5.3 Benefit Forfeiture . . . . . . . . . . . . . . . . . . . . . 4
TABLE OF CONTENTS (Con't)
ARTICLE VI. Amendment and Termination . . . . . . . . . . . . . . . 4
6.1 Amendment and Termination . . . . . . . . . . . . . . . . . . 4
6.2 Contractual Obligation . . . . . . . . . . . . . . . . . . . 5
6.3 Change in Control . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VII. Miscellaneous . . . . . . . . . . . . . . . . . . . . . 5
7.1 No Employment Rights . . . . . . . . . . . . . . . . . . . . 5
7.2 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.3 Law Applicable . . . . . . . . . . . . . . . . . . . . . . . 6
THE WASHINGTON WATER POWER COMPANY
UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN
EFFECTIVE MAY 1, 1988
ARTICLE I.
Definitions
-----------
1.1 Administrator. The Administrator appointed to administer
-------------
the WASHINGTON WATER POWER COMPANY UNFUNDED OUTSIDE DIRECTOR RETIREMENT
PLAN, as appointed from time to time.
1.2 Company. The Washington Water Power Company.
-------
1.3 Disability. The total and permanent physical or mental
----------
inability to perform the duties assigned to an Outside Director, which
total and permanent disability is likely to continue for the remainder of
said director's life.
1.4 Effective Date. May 1, 1988.
--------------
1.5 Final Annual Retainer Fee. The annual retainer fee paid to
-------------------------
Outside Directors which is in effect at the time the elected director
resigns or otherwise terminates his services.
1.6 Outside Director(s). An elected director of the Company who
-------------------
is not an employee of the Company.
1.7 Plan. The Washington Water Power Company Unfunded Outside
----
Director Retirement Plan.
1.8 Retirement. The termination of the Outside Director's
----------
appointment to the Company's board of directors.
1.9 Surviving Spouse. The legal spouse of the Outside Director
----------------
as determined at the time of said director's death.
1.10 Year of Service. A partial or complete calendar year during
---------------
which the Outside Director was an elected director of the Company.
ARTICLE II.
Purpose of Plan
---------------
2.1 Purpose. The Plan is designed to provide retirement
-------
benefits payable out of the general assets of the Company as provided in
Article IV.
ARTICLE III.
Eligibility
-----------
3.1 Eligibility. Each Outside Director who has completed five
-----------
(5) or more Years of Service shall be entitled to the benefits herein
described. For purposes of establishing eligibility, service shall include
Years of Service as an Outside Director prior to the Effective Date of this
Plan.
ARTICLE IV.
Benefits
--------
4.1 Normal Retirement Benefit. An Outside Director shall become
-------------------------
eligible for a normal retirement benefit upon the attainment of age seventy
(70) while still serving as an elected director with at least five (5)
Years of Service. The normal retirement benefit shall be calculated as
follows:
Five percent (5%) of the Outside Director's Final Annual
Retainer Fee for each Year of Service not to exceed twenty
(20) years.
4.2 Early Retirement Benefit. An Outside Director shall become
------------------------
eligible for an early retirement benefit upon completion of at least five
(5) Years of Service. The early retirement benefit, if any, shall be
calculated as follows:
Five percent (5%) of the Outside Director's Final Annual
Retainer Fee for each Year of Service not to exceed twenty
(20) years; reduced by thirty-three hundredths percent
(.33%) for each calendar month the Outside Director's
retirement precedes his seventieth birthday.
4.3 Pre-Retirement Survivor Benefit. In the event of an
-------------------------------
eligible Outside Director's death, fifty percent (50%) of the benefit to
which the eligible director was entitled at the date of his death shall be
paid to the Surviving Spouse.
4.4 Post-Retirement Survivor Benefit. In the event of a retired
--------------------------------
Outside Director's death, fifty percent (50%) of the retired Outside
Director's benefit shall continue to be paid to the Surviving Spouse.
4.5 Disability Benefit. Should Disability occur prior to age
------------------
seventy (70) and at a time when the Outside Director was still actively
serving as an elected member of the Company's board of directors, an
eligible director shall be entitled to a disability benefit equal to the
early retirement benefit described in Section 4.2, if any.
4.6 Form of Benefit Payments. The benefits payable to or on
------------------------
behalf of an Outside Director as determined under Sections 4.1, 4.2, 4.3,
4.4 and 4.5 shall be paid in the form of a life annuity.
4.7 Time of Benefit Payments. Benefits due under the Plan shall
------------------------
be due annually, payable in equal monthly installments, commencing on the
first day of the month coincident with or next following the Retirement,
Disability or death of the Outside Director and continuing for the life of
the Outside Director or the Surviving Spouse, as the case may be. At the
sole discretion of the board of directors, other schedules of payment may
be established.
4.8 Benefits Unfunded. The benefits payable under the Plan
-----------------
shall be paid by the Company each year out of its general assets and shall
not be funded in any manner. All payments shall be paid in cash from the
general funds of the Company and no special or separate fund shall be
established and no other segregation of assets shall be made to assure the
payment of such amounts due and owing. The Outside Director shall have no
right, title, or interest whatever in or to any investment which the
Company may make to aid it in meeting its obligations hereunder. Nothing
contained in this Plan and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company and the Outside Director or any other
person. To the extent that any person requires a right to receive payments
from the Company, such rights shall be no greater than the right of an
unsecured creditor.
ARTICLE V.
Administration
--------------
5.1 Duties of Administrator. The Plan shall be administered by
-----------------------
the Administrator in accordance with its terms and purposes. The
Administrator shall determine the amount and manner of payment of the
benefits due to or on behalf of each Outside Director from the Plan and
shall cause them to be paid by the Company accordingly.
5.2 Finality of Decisions. The decisions made by and the
---------------------
actions taken by the Administrator in the administration of the Plan shall
be final and conclusive on all persons; and, the Administrator shall not be
subject to personal liability with respect to the Plan.
5.3 Benefit Forfeiture. All benefits provided by this Plan may
------------------
be forfeited by the Outside Director and the Outside Director's Surviving
Spouse if in the judgement of the Administrator the Outside Director is
responsible for acts or omission which subject the Company to public
disrespect, scandal or ridicule, or if the Outside Director is responsible
for acts of misconduct including, but not limited to, acts of theft,
embezzlement, fraud or moral turpitude. The Administrator's determination
as to the grounds for forfeiture shall be conclusive and binding on all
parties.
ARTICLE VI.
Amendment and Termination
-------------------------
6.1 Amendment and Termination. While the Company intends to
-------------------------
maintain the Plan for as long as necessary, the Company reserves the right
to amend and/or terminate it at any time for whatever reasons it may deem
appropriate.
6.2 Contractual Obligation. Notwithstanding Section 6.1, the
----------------------
Company hereby makes a contractual commitment to pay the benefits accrued
under the Plan to the extent it is financially capable of meeting such
obligations. A benefit under this Plan shall not be deemed to have
"accrued" unless payments have already commenced being paid to a particular
Outside Director or Surviving Spouse prior to the time the Plan is amended
and/or terminated in the manner described in Section 6.1 above.
6.3 Change in Control. In the event of a "change in control" as
-----------------
defined in Article Eight of the Restated Articles of Incorporation of The
Washington Water Power Company, an eligible Outside Director shall become
immediately entitled to a normal retirement benefit. For purposes of this
Section only, eligibility shall be defined to include any Outside Director
with at least one (1) Year of Service, and eligible directors shall be
credited with a minimum of five (5) Years of Service. Further, in the
event of a "change in control," then the Retirement, survivor or Disability
benefits then being paid at the date of the change in control shall
continue for the life of the Outside Director or Surviving Spouse, as the
case may be.
ARTICLE VII.
Miscellaneous
-------------
7.1 No Employment Rights. Nothing contained in the Plan shall
--------------------
be construed as a contract of employment between the Company and an Outside
Director. It is mutually acknowledged that the relationship between the
Company and the Outside Director is that of an independent contractor.
7.2 Assignment. No amount payable at any time hereunder shall
----------
be subject in any manner to alienation by anticipation, sale, transfer,
assignment, bankruptcy, pledge, attachment, charge, or encumbrance of any
kind nor in any manner be subject to the debts or liabilities of any
person, and any attempt to so alienate or subject any such amount, whether
then or thereafter payable, shall be void. If any person shall attempt to,
or shall, alienate, sell, transfer, assign, pledge, attach, charge, or
otherwise encumber any amount payable hereunder, or any part thereof, or if
by reason of his bankruptcy or other event happening at any such time, such
amount would be made subject to his debts or liabilities or would otherwise
not be enjoyed by him, then the Administrator if it so elects, may direct
that such amount be withheld and that the amount or any part thereof be
paid or applied to or for the benefit of such person, or his spouse, in
such manner and proportion as said Administrator may deem proper.
7.3 Law Applicable. This Plan shall be governed by the laws of
--------------
the State of Washington.
ADOPTED AND APPROVED this ___ day of ____________, 1990, to be
effective May 1, 1988, as previously approved by the Company.
THE WASHINGTON WATER POWER COMPANY
By________________________________
(Officer of the Company)
__________________________________
(Title)
THE WASHINGTON WATER POWER COMPANY
Excerpt from Minutes of Meeting of
Board of Directors held February 14, 1997
In addition, the Chairman reminded directors of previous discussions
with respect to the termination of the Unfunded Outside Director Retirement
Plan (bearing the effective date of May 1, 1988). He stated that the
Compensation Committee is now formally recommending that effective December
31, 1996, The Washington Water Power Company Unfunded Outside Director
Retirement Plan be terminated and that, as previously discussed and
considered at past meetings of the Compensation Committee of the Board, the
present value of the accrued retirement benefit for all active non-employee
directors be distributed in the form of Company Common Stock to be
purchased on the open market.
After discussion, the following resolutions were moved, seconded, and
unanimously adopted:
BE IT RESOLVED that The Washington Water Power Company Unfunded
Outside Director Retirement Plan ("Director Retirement Plan") is
hereby terminated effective December 31, 1996, and the four
directors who have benefits presently in "pay status" will
continue to receive said benefits pursuant to the terms and
conditions of said plan as determined at the time benefits
commenced being paid; and
BE IT RESOLVED FURTHER that the present value of the accrued
retirement benefit (which, as deemed appropriate, may be adjusted
to recognize length of service as a director) for all active
non-employee directors be distributed in the form of Company
Common Stock to be purchased on the open market; and
BE IT RESOLVED FURTHER that vesting of the aforementioned benefit
will be accelerated for any active non-employee director who
might not otherwise meet the five-years of service eligibility
requirement as set forth under the Director Retirement Plan; and
BE IT RESOLVED FURTHER that The Bank of New York, a New York
trust company with its principal office located at 48 Wall
Street, New York, New York, be, and it hereby is, selected as
trustee to purchase shares of Company Common Stock on the open
market in connection with the termination of the Director
Retirement Plan; and
BE IT RESOLVED FURTHER that the trust agreement between the
Company and The Bank of New York in the form or substantially the
form presented to the Board, be, and it hereby is, approved, and
the appropriate Officers of the Company, including the Corporate
Secretary, be, and they hereby are, authorized and empowered to
execute such trust agreement with such changes therein as the
Officer executing the same may approve, approval of any such
changes to be conclusively evidenced by his execution thereof;
and
BE IT RESOLVED FURTHER that the appropriate Officers of the
Company be, and they hereby severally are, authorized and
empowered in the Company's name and behalf to prepare, execute
and file with the Securities and Exchange Commission, an
appropriate Registration Statement for Common Stock to be
purchased on the open market pursuant to the termination of the
Director Retirement Plan, under the Securities Act of 1933, as
amended, and applicable rules and regulations promulgated
thereunder, together with any and all such amendments or
supplements to such Registration Statement, and any and all such
exhibits and other documents pertaining thereto, as in the
judgment of such Officers may appear necessary or desirable; and
BE IT RESOLVED FURTHER that the Company hereby appoints Paul A.
Redmond, J. E. Eliassen, R. R. Peterson and J. A. Terrell and
each of them severally as the true and lawful attorney or
attorneys of the Company with full power to act with or without
the others and with full power of substitution or resubstitution
to sign such Registration Statement and any amendment or
amendments thereto for and on behalf of the Company; that each
director of the Company and each Officer thereof who may be
required to sign said Registration Statement and any amendments
thereto, is hereby authorized to appoint said Paul A. Redmond, J.
E. Eliassen, R. R. Peterson and J. A. Terrell and each of them
severally as the true and lawful attorneys of each such director
and Officer of the Company with full power to act, with or
without the others, and with full power of substitution and
resubstition, to sign such Registration Statement and any
amendment or amendments thereto, for or on behalf of each such
director and/or Officer in his/her capacity or capacities as
such; and that the Chairman of the Board and Chief Executive
Officer, the President, or any Vice President of the Company,
acting in the name and behalf of the Company, and each such
Director of the Company and each Officer thereof who may be
required to sign such Registration Statement and any amendment or
amendments thereto is hereby authorized and empowered to execute
an appropriate power of attorney to evidence such appointments as
aforesaid; and
BE IT RESOLVED FURTHER that the appropriate Officers of the
Company, including the Corporate Secretary, be, and they hereby
severally are, authorized and empowered in the Company's name and
behalf to execute, file and deliver such further documents, to
pay all such expenses and to do all such other and further acts
and things as in the judgment of the Officer or Officers taking
such action may be necessary or desirable to carry out the intent
of the foregoing resolutions.
-----------------------
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Washington Water Power Company on Form S-8 of our report
dated January 26, 1996 (March 1, 1996 as to Note 15), appearing in the
Annual Report on Form 10-K of The Washington Water Power Company for the
year ended December 31, 1995, and to the reference to us under the heading
"Interests of Named Experts and Counsel," which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
February 26, 1997