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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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THE WASHINGTON WATER POWER COMPANY
(Exact name of registrant as specified in its charter)
Washington 1-3701 91-0462470
(State or incorporation or (Commission File (I.R.S. Employer
organization) Number) Identification No.)
1411 East Mission Avenue
Spokane, Washington 99202
(Address of principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
Depositary Shares New York Stock Exchange
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to which
this form relates: 333-61599.
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Securities to be registered pursuant to Section 12(g) of the
Act: None
The Commission is respectfully requested to send copies of all
notices, orders and communications to:
J.E. ELIASSEN, Senior Vice President J. ANTHONY TERRELL
& Chief Financial Officer Thelen Reid & Priest LLP
The Washington Water Power Company 40 West 57th Street
1411 East Mission Avenue New York, New York 10019
Spokane, Washington 99202
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
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Registered.
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The class of securities to be registered hereby is the
Depositary Shares of The Washington Water Power Company, a
Washington corporation (the "Company").
A description of the Depositary Shares is contained in the
Prospectus included in the Registration Statement on Form S-4 of
the Company (Registration No. 333-61599) which was declared
effective by the Securities and Exchange Commission on October
21, 1998. Such description is incorporated herein by reference.
Item 2. Exhibits.
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Exhibit Description
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1.* Restated Articles of Incorporation of the
Company (filed as Exhibit 4(a) to the
Registration Statement.
2. Form of Articles of Amendment to Restated
Articles of Incorporation of the Company.
3.* Bylaws of the Company, as amended, October 1,
1998 (filed as Exhibit 4(d) to the
Registration Statement).
4.* Form of Deposit Agreement between the Company
and The Bank of New York, as Depositary and
form of depositary receipt (filed as Exhibit
4(d) to the Registration Statement).
5.* Form of Depositary Receipt (filed as Exhibit
4(f) to the Registration Statement).
6.* Rights Agreement, dated as of February 16,
1990, between the Company and The Bank of New
York, as successor Rights Agent (filed as
Exhibit 4(n) to Form 8-K dated February 16,
1990).
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* Previously filed as indicated and incorporated herein
by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this Form 8-A to be signed on its behalf by the undersigned,
thereto duly authorized.
Dated: November 17, 1998
THE WASHINGTON WATER POWER COMPANY
By: /s/ Ronald R. Peterson
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Name: Ronald R. Peterson
Title: Vice President & Treasurer
EXHIBIT INDEX
Exhibit Description
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1.* Restated Articles of Incorporation of the
Company (filed as Exhibit 4(a) to the
Registration Statement.
2. Form of Articles of Amendment to Restated
Articles of Incorporation of the Company.
3.* Bylaws of the Company, as amended, October 1,
1998 (filed as Exhibit 4(d) to the
Registration Statement).
4.* Form of Deposit Agreement between the Company
and The Bank of New York, as Depositary and
form of depositary receipt (filed as Exhibit
4(d) to the Registration Statement).
5.* Form of Depositary Receipt (filed as Exhibit
4(f) to the Registration Statement).
6.* Rights Agreement, dated as of February 16,
1990, between the Company and The Bank of New
York, as successor Rights Agent (filed as
Exhibit 4(n) to Form 8-K dated February 16,
1990).
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* Previously filed as indicated and incorporated herein
by reference.
EXHIBIT 2
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
THE WASHINGTON WATER POWER COMPANY
Articles of Amendment to the Restated Articles of
Incorporation of The Washington Water Power Company are herein
executed by said corporation pursuant to Section 23B.06.020 of the
Washington business corporation act as follows:
FIRST: The name of the corporation is The Washington
Water Power Company (the "Corporation").
SECOND: The following amendment to the Restated Articles
of Incorporation of the Corporation, establishing and designating a
series of shares and fixing and determining certain of the relative
rights and preferences thereof, was duly adopted by the Board of
Directors of the Corporation at a meeting held on August 14, 1998
and by the Board Governance Committee of the Board of Directors at a
meeting held on October 20, 1998. No approval or consent of
shareholders was required.
THIRD: The Restated Articles of Incorporation are
hereby amended by the addition of a paragraph (2) to be inserted at
the end of subdivision (o) of Article THIRD, which shall be and read
as follows:
(2) Series L. There is hereby established a twelfth
series of the Preferred Stock of the Corporation which shall
have, in addition to the general terms and characteristics of
all of the authorized shares of Preferred Stock of the
Corporation, the following distinctive terms and
characteristics:
(a) The twelfth series of Preferred Stock of the
Corporation shall consist of _____ shares and be designated as
"$12.40 Preferred Stock, Convertible Series L".
(b) Said twelfth series shall have a dividend rate of
$12.40 per share per annum; provided, however, that the amount
of the dividend per share payable on December 15, 1998 shall be
$3.10.
(c) The shares of said twelfth series shall not, by their
terms, be redeemable.
(d) The amount payable upon the shares of said twelfth
series in the event of dissolution, liquidation or winding up
of the Corporation shall be $______* per share plus an amount
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* Such amount will be equal to ten (10) times the average of
the high and low sales prices per share of the Common Stock
on the trading date next preceding the date of issuance of the
shares of the twelfth series, as reported on the Consolidated
Tape maintained by the Consolidated Tape Association.
equivalent to accumulated and unpaid dividends thereon, if any,
to the date of such dissolution, liquidation or winding up.
(e) There shall be no sinking fund for the redemption or
purchase of shares of said twelfth series.
(f)(i)(A) Each share of said twelfth series shall be
mandatorily converted on November 1, 2001 (the "Mandatory
Conversion Date") into (1) a number of shares of Common Stock
determined by reference to the Common Equivalent Rate (as
hereinafter defined) then in effect plus (2) the right to
receive an amount, in cash, equivalent to the accumulated and
unpaid dividends on such share of said twelfth series, if any,
to but excluding the Mandatory Conversion Date.
(B) Each share of said twelfth series shall be
convertible, at the option of the Company, at any time on or
after December 15, 1998 and prior to the Mandatory Conversion
Date, into (1) a number of shares of Common Stock equal to the
Optional Conversion Price then in effect, (2) the right to
receive an amount, in cash, equivalent to the accumulated and
unpaid dividends on the share of said twelfth series to be
converted to but excluding the date fixed for conversion plus
(3) the right to receive the Optional Conversion Premium; it
being understood that the Company may not so convert less than
all shares of said twelfth series.
(C) Each share of said twelfth series shall be
mandatorily converted, at the time of effectiveness of any
Extraordinary Transaction, into, or into the right to receive,
as the case may be, securities and other property (including
cash) of the same character and in the same respective amounts
as the holder of such share would have received if such share
had been converted pursuant to clause (B) above immediately
prior to such time of effectiveness.
(ii)(A) The "Common Equivalent Rate" shall be initially
ten shares of Common Stock for each share of said twelfth
series; provided, however, that the Common Equivalent Rate
shall be subject to adjustment from time to time as provided
below. All adjustments to the Common Equivalent Rate shall be
calculated to the nearest 1/100th of a share of Common Stock.
Such rate, as adjusted and in effect at any time, is herein
called the "Common Equivalent Rate."
(B) If the Corporation shall do any of the following
(each, an "Adjustment Event"):
(1) pay a dividend or make a distribution with
respect to Common Stock in shares of Common Stock,
(2) subdivide, reclassify or split its outstanding
shares of Common Stock into a greater number of shares,
(3) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares, or
(4) issue by reclassification of its shares of
Common Stock any shares of Common Stock other than in an
Extraordinary Transaction (as hereinafter defined),
then the Common Equivalent Rate in effect immediately prior to
such Adjustment Event shall be adjusted so that on the
Mandatory Conversion Date each share of said twelfth series
shall be
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converted into the number of shares of Common Stock that the
holder of such share would have owned or been entitled to
receive after the happening of the Adjustment Event had such
share been mandatorily converted immediately prior to the
record date, if any, for such Adjustment Event or, if there is
no record date, immediately prior to the effectiveness of such
Adjustment Event. In case the Adjustment Event is a dividend
or distribution, the adjustment to the Common Equivalent Rate
shall become effective as of the close of business on the
record date for determination of shareholders entitled to
receive such dividend or distribution and any shares of Common
Stock issuable in payment of a dividend shall be deemed to have
been issued immediately prior to the close of business on the
record date for such dividend for purposes of calculating the
number of outstanding shares of Common Stock under clauses (C)
and (D) below; and, in case the Adjustment Event is a
subdivision, split, combination or reclassification, the
adjustment to the Common Equivalent Rate shall become effective
immediately after the effective date of such subdivision,
split, combination or reclassification. Such adjustment shall
be made successively.
In the event that Rights are separated from the
outstanding shares of the Common Stock in accordance with the
provisions of the Rights Agreement such that holders of shares
of said twelfth series would not be entitled to receive any
Rights in respect of the shares of Common Stock issuable upon
conversion of the shares of said twelfth series, the Common
Equivalent Rate shall be adjusted by multiplying the Common
Equivalent Rate in effect on the Distribution Date (as defined
in the Rights Agreement) by a fraction (1) the numerator of
which shall be the Current Market Price per share of the
outstanding shares of Common Stock on the Trading Date next
preceding the Distribution Date and (2) the denominator of
which shall be such Current Market Price less the fair market
value (as determined by the Board of Directors of the Company,
whose determination shall be conclusive, final and binding on
the Corporation and all shareholders of the Corporation) as of
such Distribution Date of the portion of the Rights allocable
to one share of Common Stock. Such adjustment shall become
effective on the opening of business on the business day next
following the Distribution Date and will remain in effect
unless and until (A) the Company (i) amends the Rights
Agreement to provide that upon conversion of the shares of said
twelfth series the holders thereof will receive, in addition to
the shares of Common Stock issuable upon such conversion, the
Rights which would have attached to such shares of Common Stock
if the Rights had not become separated from the Common Stock
pursuant to the Rights Agreement and (ii) converts the
Preferred Stock into shares of Common Stock with such Rights or
(B) the Rights expire, terminate or are redeemed, in which case
appropriate adjustments, if any, shall be made to the Common
Equivalent Rate consistent with the provisions of this
subparagraph (f)(i). Notwithstanding the foregoing, in the
event the aforesaid fair market value of the portion of the
Rights allocable to one share of Common Stock is equal to or
greater than the Current Market Price per share of Common Stock
on the Trading Date mentioned above, in lieu of the foregoing
adjustment, adequate provision shall be made so that each
holder of shares of said twelfth series shall have the right to
receive upon conversion the number of shares of Common Stock
such holder would have received had the shares of said twelfth
series been mandatorily converted immediately prior to the
Distribution Date.
(C) If the Corporation shall, after the date of the
initial issuance of shares of said twelfth series, issue rights
or warrants to all holders of the Common Stock entitling them
for a period not exceeding 45 days from the date of such
issuance to subscribe for or purchase shares of Common Stock at
a price per share less than the Current Market Price of the
Common Stock (as hereinafter defined), on the record date for
the determination of shareholders entitled to receive such
rights or warrants, then in each case the Common Equivalent
Rate shall be adjusted by multiplying the Common Equivalent
Rate in effect immediately prior to the date of issuance of
such rights or warrants by a
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fraction (1) the numerator of which shall be the number of
shares of Common Stock outstanding on the date of issuance of
such rights or warrants, immediately prior to such issuance,
plus the number of additional shares of Common Stock offered
for subscription or purchase pursuant to such rights or
warrants and (2) the denominator of which shall be the number
of shares of Common Stock outstanding on the date of issuance
of such rights or warrants, immediately prior to such issuance,
plus the number of shares of Common Stock which the aggregate
offering price of the total number of shares of Common Stock so
offered for subscription or purchase pursuant to such rights or
warrants would purchase at such Current Market Price
(determined by multiplying such total number of shares by the
exercise price of such rights or warrants and dividing the
product so obtained by such Current Market Price). Such
adjustment shall become effective as of the close of business
on the record date for the determination of shareholders
entitled to exercise such rights or warrants. To the extent
that shares of Common Stock are not delivered after the
expiration of such rights or warrants, the Common Equivalent
Rate shall be readjusted to the Common Equivalent Rate which
would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made upon the basis of
delivery of only the number of shares of Common Stock actually
delivered. Such adjustment shall be made successively.
(D) If the Corporation shall pay a dividend or make any
other distribution to all holders of its Common Stock of
evidences of its indebtedness or other assets (including shares
of capital stock of the Corporation (other than Common Stock)
but excluding any distributions and dividends referred to in
clause (B) above or any cash dividends), or shall issue to all
holders of its Common Stock rights or warrants to subscribe for
or purchase any of its securities (other than those referred to
in clause (C) above), then, in each such case, the Common
Equivalent Rate shall be adjusted by multiplying the Common
Equivalent Rate in effect on the record date for the
determination of shareholders entitled to receive such dividend
or distribution mentioned below by a fraction (1) the numerator
of which shall be the Current Market Price of the Common Stock
on such record date and (2) the denominator of which shall be
such Current Market Price per share of Common Stock less the
fair market value (as determined by the Board of Directors of
the Corporation, whose determination shall be conclusive, as
final and binding upon the Corporation and all shareholders of
the Corporation) as of such record date of the portion of the
assets or evidences of indebtedness so distributed, or of such
subscription rights or warrants, allocable to one share of
Common Stock. Such adjustment shall become effective on the
opening of business on the business day next following the
record date for the determination of the shareholders entitled
to receive such dividend or distribution. Notwithstanding the
foregoing, in the event the portion of the assets or other
evidences of indebtedness so distributed allocable to one share
of Common Stock has a value equal to or greater than the
Current Market Price per share of Common Stock on the record
date mentioned above, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of shares
of said twelfth series shall have the right to receive upon
conversion assets or other evidences of indebtedness having a
value in the amount such holder would have received had the
shares of said twelfth series been mandatorily converted
immediately prior to the record date for such dividend or
distribution.
(E) If the Corporation shall pay a dividend or make any
other distribution to all holders of its Common Stock
exclusively in cash (excluding any quarterly cash dividend on
Common Stock in any quarter to the extent it does not exceed
$.16 per share (as adjusted to reflect subdivisions or
combinations of Common Stock)) the Common Equivalent Rate shall
be adjusted by multiplying the Common Equivalent Rate in effect
on the record date for the determination of the shareholders
entitled to receive such dividend or distribution by a fraction
(1) the numerator of which shall be such Current Market Price
per share of the Common Stock on such record date and (2) the
denominator
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of which shall be such Current Market Price less the amount of
cash so distributed (and not excluded as provided above)
allocable to one share of Common Stock. Such adjustment shall
become effective immediately prior to the opening of business
on the business day next following record date.
Notwithstanding the foregoing, in the event the portion of the
cash so distributed allocable to one share of Common Stock is
equal to or greater than the Current Market Price per share of
Common Stock on the record date mentioned above, in lieu of the
foregoing adjustment, adequate provision shall be made so that
each holder of shares of said twelfth series shall have the
right to receive upon conversion the amount of cash such holder
would have received had the shares of said twelfth series been
mandatorily converted immediately prior to the record date for
such dividend or distribution. If an adjustment is required to
be made pursuant to this clause (E) as a result of a
distribution that is a quarterly dividend, such adjustment
shall be based upon the amount by which such distribution
exceeds the amount of the quarterly cash dividend permitted to
be excluded as provided above; and an adjustment is required to
be made pursuant to this clause (E) as a result of a
distribution that is not a quarterly dividend, such adjustment
shall be based upon the full amount of the distribution.
(F) Anything herein to the contrary notwithstanding, the
Corporation may, at its option, make such upward adjustment in
the Common Equivalent Rate, in addition to the adjustments
specified above, as the Corporation in its sole discretion may
determine to be advisable, in order that any stock dividends,
subdivision of shares, distribution of rights to purchase stock
or securities, or a distribution of securities convertible into
or exchangeable for stock (or any transaction that could be
treated as any of the foregoing transactions pursuant to
Section 305 of the Internal Revenue Code of 1986, as amended)
hereafter made by the Corporation to its shareholders shall not
be taxable. Any such adjustment shall be made effective as of
such date as the Board of Directors of the Corporation shall
determine. The determination of the Board of Directors of the
Corporation as to whether or not such an adjustment to the
Common Equivalent Rate should be made and, if so, as to what
adjustment should be made and when, shall be conclusive, final
and binding on the Corporation and all shareholders of the
Corporation.
(G) As used herein, the "Current Market Price" of a share
of Common Stock on any date shall be, except as otherwise
specifically provided, the average of the daily Closing Prices
(as hereinafter defined) for the five consecutive Trading Dates
(as hereinafter defined) ending on and including the date of
determination of the Current Market Price; provided, however,
that if the Closing Price of the Common Stock on the Trading
Date next following such five-day period (the "next-day closing
price") is less than 95% of such average Closing Price, then
the Current Market Price per share of Common Stock on such date
of determination will be the next-day Closing Price; and
provided, further, that with respect to any conversion or
antidilution adjustment, if any event that results in an
adjustment of the Common Equivalent Rate occurs during the
period beginning on the first date of the applicable
determination period and ending on the applicable conversion
date, the Current Market Price as determined pursuant to the
foregoing will be appropriately adjusted to reflect the
occurrence of such event.
(H) In any case in which an adjustment as a result of any
event is required to become effective as of the close of
business on the record date for such event and the Mandatory
Conversion Date occurs after such record date but before the
occurrence of such event, the Corporation may in its sole
discretion elect to defer the following until after the
occurrence of such event (but shall be under no obligation to
do so): (1) issuing to the holder of any converted shares of
said twelfth series the additional shares of Common Stock
issuable upon such conversion as a result of such adjustment
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and (2) paying to such holder any amount in cash in lieu of a
fractional share of Common Stock as hereinafter provided.
(iii) Whenever the Common Equivalent Rate is adjusted
as herein provided, the Corporation shall:
(A) forthwith compute the adjusted Common Equivalent Rate
in accordance herewith and prepare a certificate signed by the
President, any Vice President or the Treasurer of the
Corporation setting forth the adjusted Common Equivalent Rate,
the method of calculation thereof in reasonable detail and the
facts requiring such adjustment and upon which such adjustment
is based, which certificate shall be conclusive, final and
binding evidence of the correctness of the adjustment, and file
such certificate forthwith with the transfer agent or agents
for the shares of said twelfth series and for the Common Stock;
and
(B) mail a notice stating that the Common Equivalent Rate
has been adjusted, the facts requiring such adjustment and upon
which such adjustment is based and setting forth the adjusted
Common Equivalent Rate to the holders of record of the
outstanding shares of said twelfth series at or prior to the
time the Corporation mails an interim statement to its
shareholders covering the fiscal quarter during which the facts
requiring such adjustment occurred, but in any event within 45
days of the end of such fiscal quarter.
(iv) No fractional shares or scrip representing fractional
shares of Common Stock shall be issued upon the conversion of
any shares of said twelfth series. Instead of any fractional
interest in a share of Common Stock which would otherwise be
deliverable upon the conversion of a share of said twelfth
series, the Corporation shall pay to the holder of such share
an amount in cash (computed to the nearest cent) equal to the
same fraction of the Current Market Price of the Common Stock
determined as of the second Trading Date immediately preceding
(i) the day on which the Company gives notice of an option
conversion, (ii) in the event of an Extraordinary Transaction,
the effective date of such transaction or (iii) in the event of
a mandatory conversion, the Mandatory Conversion Date. If more
than one share of any holder shall be converted at the same
time, the number of full shares of Common Stock into which such
shares shall be converted shall be computed on the basis of the
aggregate number of shares so converted.
(v) Definitions. As used with respect to the shares of
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said twelfth series:
(A) the term "business day" shall mean any day other than
a Saturday, Sunday or a day on which banking institutions in
the State of Washington or the State of New York are authorized
or obligated by law or executive order to remain closed or are
closed because of a banking moratorium or otherwise;
(B) the term "Closing Price" on any day shall mean the
reported last sale price on such day, or, in case no such sale
takes place on such day, the average of the reported last bid
and asked prices on such day, in either case as reported on the
Consolidated Tape maintained by the Consolidated Tape
Association, or, if the Common Stock is not listed or admitted
to trading on any securities exchange which participates in the
Consolidated Tape Association, the average of the reported last
bid and asked prices regular way (with any relevant due bills
attached) of the Common Stock on the over-the-counter market on
the day in question as reported by the National Association of
Securities Dealers Automated Quotation System, or a similar
generally accepted reporting service, or if no information of
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such character shall be available, as determined in good faith
by the Board of Directors on the basis of such relevant factors
as the Board of Directors in good faith considers appropriate,
(such determination to be conclusive, final and binding upon
the Corporation and all shareholders of the Corporation);
(C) the term "Extraordinary Transaction" shall mean a
merger or consolidation of the Corporation, a share exchange,
division or conversion of the Corporation's capital stock or an
amendment of the Restated Articles of Incorporation of the
Corporation that results in the conversion or exchange of
Common Stock into, or the right of the holders thereof to
receive, in lieu of or in addition to their shares of Common
Stock, other securities or other property (whether of the
Corporation or any other entity);
(D) the term "Notice Date" with respect to any notice
given by the Corporation in connection with a conversion of any
of the Shares of said twelfth series shall be the date of the
commencement of the mailing of such notice to the holders of
such shares as specified herein;
(E) the term "Optional Conversion Premium" shall mean, in
respect of each share of said twelfth series converted at the
option of the Company, an amount, in cash, initially equal to
$20.90, declining by $.02111 for each day following December
15, 1998 to and including the optional conversion date
(computed on the basis of a 360-day year consisting of twelve
30-day months) and equal to $0 on and after September 15, 2001;
provided, however, that in lieu of delivering such amount in
cash, the Company may, at its option, deliver a number of
shares of Common Stock equal to the quotient of such amount
divided by the Current Market Price on the second Trading Date
immediately preceding (1) the date on which the Company gives
notice of such conversion or (2) in the event of an
Extraordinary Transaction, the effective date of such
transaction;
(F) the term "Optional Conversion Price" shall mean, in
respect of each share of said twelfth series converted at the
option of the Company, a number of shares of Common Stock equal
to the lesser of (1) the amount of $24.00 divided by the
Current Market Price as of the second Trading Date immediately
preceding (a) the date on which the Company gives notice of
such conversion or (b) in the event of an Extraordinary
Transaction, the effective date of such transaction, multiplied
by ten and (2) the number of shares of Common Stock determined
by reference to the Common Equivalent Rate;
(G) the term "Rights Agreement" shall mean the Rights
Agreement, dated as of February 16, 1990, between the Company
and The Bank of New York, successor Rights Agent, as amended;
and the term "Rights" shall mean the "Preferred Share Purchase
Rights" established under the Rights Agreement; and
(H) the term "Trading Date" shall mean a date on which
the New York Stock Exchange (or any successor to such Exchange)
is open for the transaction of business.
(vi)(A) Unless otherwise required by applicable law,
notice of any conversion shall be sent to the holders of the
shares of said twelfth series to be converted at the addresses
shown on the books of the Corporation by mailing a copy of such
notice not less than fifteen (15) days nor more than sixty (60)
days prior to the conversion date. Each such notice shall
state (1) the conversion date, (2) the total number of shares
of said twelfth series to be converted (being the total number
of shares outstanding), (3) the conversion price, (4) the place
or places
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where certificates for such shares are to be surrendered in
exchange for certificates and/or cash representing the
conversion price and (5) that dividends on the shares to be
converted will cease to accrue on such conversion date.
Notwithstanding the foregoing, the failure so to mail any such
notice of mandatory conversion or any defect therein or in the
mailing thereof shall not prevent the occurrence of such
conversion or impair the validity thereof.
(B) The shares of said twelfth series shall, on the date
fixed for conversion, be deemed to have been converted; from
and after such conversion date dividends shall cease to accrue
on such shares; and all rights of the holders of such shares
(except only rights as holders of securities into which such
shares shall have been converted and the right to receive
certificates representing such securities and the right to
receive an amount equal to dividends accrued on such shares to
the date fixed for such conversion) shall terminate.
(vii) Upon the surrender by a holder of converted
shares of said twelfth series of certificates representing such
shares in accordance with the notice of conversion on or after
the conversion date, the Corporation shall deliver to or upon
the order of such holder:
(A) certificates representing whole units of the
securities into which such shares of said twelfth series have
been converted, such certificates to be registered in such name
or names, and to be issued in such denominations, as such
holder shall have specified;
(B) an amount, in cash, in lieu of fractional shares, as
hereinbefore provided;
(C) an amount, in cash, equivalent to accumulated and
unpaid dividends on such shares of Series A Preferred Stock to
the conversion date;
(D) an amount, in cash, securities or other property,
representing any other consideration to be delivered upon such
conversion; and
(E) a certificate representing any shares of said twelfth
series which had been represented by the certificate or
certificates delivered to the Corporation in connection with
such conversion but which were not converted.
(viii) The Corporation shall pay any and all
documentary, stamp or similar issue or transfer taxes payable
in respect of the issue or delivery of shares of Common Stock
or other securities on the conversion of shares of said twelfth
series; provided, however, that the Corporation shall not be
required to pay any tax which may be payable in respect of any
registration of transfer involved in the issue or delivery of
shares of Common Stock or other securities in a name other than
that of the
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registered holder of the shares converted, and no such issue or
delivery shall be made unless and until the person requesting
such issue has paid to the Corporation the amount of any such
tax or has established, to the satisfaction of the Corporation,
that such tax has been paid.
Dated: ___________, 1998 THE WASHINGTON WATER POWER COMPANY
By________________________________
JON E. ELIASSEN, Senior Vice
President and Chief Financial
Officer
By_________________________________
TERRY L. SYMS, Vice President
and Corporate Secretary
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