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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
THE WASHINGTON WATER POWER COMPANY
(Name of Issuer and Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
940688 10 4
(CUSIP Number of Class of Securities)
J.E. ELIASSEN, Senior Vice President J. ANTHONY TERRELL
and Chief Financial Officer Thelen Reid & Priest LLP
The Washington Water Power Company 40 West 57th Street
1411 East Mission Avenue New York, New York 10019-4097
Spokane, Washington 99202 (212) 603-2000
(509) 489-0500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person
Filing Statement)
Copy to:
LINDA A. SIMPSON
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
October 21, 1998
(Date Tender Offer First Published, Sent or Given to
Security Holders)
Explanatory Note
This Final Amendment amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4 dated October 21, 1998
(the "Statement") filed by The Washington Water Power Company, a
Washington corporation (the "Company"), relating to the Company's
offer to exchange upon the terms and subject to the conditions
set forth in the prospectus dated October 21, 1998 (the
"Prospectus") and the related Letter of Transmittal (copies of
which are attached as exhibits (a)(1) and (a)(2) to the
Statement, respectively, and which together constitute the
"Exchange Offer"), depositary shares (the "Depositary Shares"),
each constituting a one-tenth ownership interest in one share of
$12.40 Preferred Stock, Convertible Series L, no par value, of
the Company (the "$12.40 Preferred Stock"), for up to 20,000,000
shares of Common Stock, no par value, of the Company (such shares
of Common Stock, together with all other issued and outstanding
shares of Common Stock of the Company, being herein referred to
as the "Common Shares"), at a rate of one Depositary Share for
each Common Share validly tendered to, and accepted by, the
Company. The Exchange Offer terminated at 12:00 Midnight, New
York City time, on Wednesday, November 18, 1998. Terms defined
in the Statement and not separately defined herein shall have the
meanings assigned to such terms in the Statement.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended by the addition of the following
paragraphs:
A total of 15,400,859 Common Shares were validly tendered
and not withdrawn pursuant to the Exchange Offer, including
Common Shares for which certificates were delivered to the
Exchange Agent pursuant to the guaranteed delivery procedures set
forth in the Prospectus. The Company has accepted for exchange
all 15,400,859 Common Shares. The Exchange Agent will distribute
Depositary Shares on December 1, 1998 in exchange for Common
Shares accepted for exchange.
After exchange of the Common Shares accepted pursuant to the
Exchange Offer, the Company will have 40,559,501 Common Shares
and 15,400,859 Depositary Shares (representing 1,540,086 shares
of the Company's $12.40 Preferred Stock) issued and outstanding.
On November 19, 1998 and November 24, 1998, the Company
issued press releases, the forms of which are filed as Exhibits
(a)(7) and (a)(8) hereto, respectively, and which are
incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the exhibits listed on
the Exhibit Index on page 4.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
Dated: December 1, 1998 THE WASHINGTON WATER POWER COMPANY
By: /s/ J.E. Eliassen
----------------------------------
J.E. Eliassen
Senior Vice President and Chief
Financial Officer
3
EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
(a)(7) Form of Press Release dated November 19, 1998.
(a)(8) Form of Press Release dated November 24, 1998.
4
Exhibit (a)(7)
WASHINGTON WATER POWER
SOON TO BE AVISTA CORP.
NEWS RELEASE
CONTACT: Media Contact: Patrick Lynch (509) 495-4246; e-mail:
plynch@wwpco.com
Investment Community Contact: Diane Thoren (509) 495-
4331; e-mail: dthoren@wwpco.com
FOR IMMEDIATE RELEASE
November 19, 1998
5:53 a.m. PST
WASHINGTON WATER POWER ANNOUNCES PRELIMINARY
RESULTS OF COMMON STOCK EXCHANGE OFFER
PRELIMINARY RESULTS SHOW APPROXIMATELY 12.2 MILLION
SHARES VALIDLY TENDERED IN EXCHANGE OFFER
SPOKANE, WASH.: Washington Water Power (NYSE:WWP), soon to
become Avista Corp., today announced preliminary results of an
exchange offer under which common stock shareholders were
provided the opportunity to exchange their common shares for an
equal number of depositary shares representing mandatorily
convertible preferred stock to be issued by the company.
On Oct. 21, Washington Water Power presented shareholders
with an offer to exchange up to 20 million of the company's
common shares - or about 35 percent of the company's outstanding
common stock - for depositary shares representing new-issue
preferred stock. Shareholders were provided 20 business days to
tender their common shares for exchange. The exchange offer
expired at midnight EST on Nov. 18, 1998, and this announcement
appears only as a matter of record.
Based on a preliminary count by The Bank of New York, the
company's exchange agent and depositary for the new-issue
preferred stock, approximately 12.2 million common shares were
validly tendered and not withdrawn in the exchange offer. In
addition, approximately 3.2 million shares were covered by Notice
of Guaranteed Delivery. Final results of the exchange offer are
expected to be released on Nov. 24, 1998.
The depositary shares, also known as RECONS (Return-Enhanced
Convertible Securities) are expected to be listed on the New York
Stock Exchange and traded under the ticker symbol "WWPPrL."
Trading is expected to begin on a when-issued basis today, Nov.
19, 1998.
After three years, the depositary shares will automatically
convert back to common stock on a one-for-one basis. Prior to
the end of the three-year period, the company has the option of
converting the depositary shares to common stock having a value
up to a maximum of $24.00, but in no event more than one common
share per depositary share, and paying any accrued and unpaid
dividends and a premium further described in the prospectus.
Each depositary share will pay an annual dividend of $1.24
per share for a period of about three years. This compares with
an annual common stock dividend of $0.48 per share, which will
become effective with the December 1998 payment. The dividend on
the new-issue preferred stock, know as Series L, was declared by
the company's board of directors at its Nov. 13, 1998, meeting
and will be payable to holders of depositary shares. Holders of
depositary shares will receive a quarterly dividend of $0.31 per
depositary share.
The company first announced the exchange offer in August of
this year as part of a dividend restructuring plan aimed at
providing capital to fund corporate growth initiatives. The
exchange plan was initiated in recognition of the impact the
reduced common stock dividend level could have on income-oriented
shareholders.
Washington Water Power, with annual revenues of more than $3
billion, is a diversified energy services company with utility
and subsidiary operations located throughout the United States.
Washington Water Power also operates Avista Capital, which owns
all the company's non-regulated energy and non-energy businesses.
Avista Capital companies include Pentzer Corporation, Avista
Energy, Avista Advantage, Avista Labs, Avista Fiber and Avista
Development. Washington Water Power's stock is currently traded
under the ticker symbol "WWP". On January 1, 1999, Avista
Corporation will become the parent company's new name, with the
company's stock traded under the ticker symbol "AVA" and the
depositary shares traded under the symbol "AVAPrL."
Exhibit (a)(8)
WASHINGTON WATER POWER
SOON TO BE AVISTA CORP.
NEWS RELEASE
CONTACT: Media Contact: Patrick Lynch (509) 495-4246; e-mail:
plynch@wwpco.com
Investment Community Contact: Diane Thoren (509) 495-
4331; e-mail: dthoren@wwpco.com
FOR IMMEDIATE RELEASE
November 24, 1998
5:51 a.m. PST
WASHINGTON WATER POWER ANNOUNCES FINAL
RESULTS OF COMMON STOCK EXCHANGE OFFER
FINAL RESULTS SHOW THAT 15,400,359 SHARES - OR 27.5 PERCENT OF
COMMON STOCK - VALIDLY TENDERED IN EXCHANGE OFFER
SPOKANE, WASH.: Washington Water Power (NYSE:WWP), soon to
become Avista Corp., today announced the final results of an
exchange offer under which common stock shareholders were
provided the opportunity to exchange their common shares for an
equal number of depositary shares representing mandatorily
convertible preferred stock to be issued by the company.
The final count compiled by The Bank of New York, the
company's exchange agent and depositary for the new-issue
preferred stock, showed that 15,400,359 common shares were
validly tendered and not withdrawn in the exchange offer. This
represents 27.5 percent of the company's common shares.
"We are quite pleased with the final results of the exchange
offer," said T.M. Matthews, Washington Water Power's board
chairman, president and chief executive officer. "The fact that
the new-issue shares were not fully subscribed provides proof
that the majority of our shareholders have expressed confidence
that we can be successful in delivering on our growth strategies.
Since no proration of shares will be necessary, we are pleased
that all shareholders who tendered shares for exchange will
receive their full request."
The depositary shares, also known as RECONS (Return-Enhanced
Convertible Securities), will be listed on the New York Stock
Exchange and traded under the ticker symbol "WWPPrL." Trading
began on a when-issued basis on Nov. 19, 1998. Regular-way
trading will begin on Dec. 1, 1998.
After three years, the depositary shares will automatically
convert back to common stock on a one-for-one basis. Prior to
the end of the three-year period, the company has the option of
converting the depositary shares to common stock having a value
up to a maximum of $24.00, but in no event more than one common
share per depositary share, and paying any accrued and unpaid
dividends and a premium further described in the prospectus.
Each depositary share will pay an annual dividend of $1.24
per share for a period of about three years. This compares with
an annual common stock dividend of $0.48 per share, which will
become effective with the December 15, 1998 payment. The
dividend on the new-issue preferred stock, known as Series L, was
declared by the company's board of directors at its Nov. 13,
1998, meeting and will be payable to holders of depositary shares
as of Dec. 3, 1998. Holders of depositary shares will receive a
quarterly dividend of $0.31 per depositary share.
On Oct. 21, 1998, Washington Water Power presented
shareholders with an offer to exchange up to 20 million of the
company's common shares - or about 35 percent of the company's
outstanding common stock - for depositary shares representing
new-issue preferred stock. Shareholders were provided 20
business days to tender their common shares for exchange. The
exchange offer expired at midnight EST on Nov. 18, 1998, and this
announcement appears only as a matter of record.
The company first announced the exchange offer in August of
this year as a part of a dividend restructuring plan aimed at
providing capital to fund corporate growth initiatives. The
exchange plan was initiated in recognition of the impact the
reduced common stock dividend level could have on income-oriented
shareholders.
Washington Water Power, with annual revenues of more than $3
billion, is a diversified energy services company with utility
and subsidiary operations located throughout the United States.
Washington Water Power also operates Avista Capital, which owns
all the company's non-regulated energy and non-energy businesses.
Avista Capital companies include Pentzer Corporation, Avista
Energy, Avista Advantage, Avista Labs, Avista Fiber and Avista
Development. Washington Water Power's stock is currently traded
under the ticker symbol "WWP." On Jan. 1, 1999, Avista
Corporation will become the parent company's new name, with the
company's stock traded under the ticker symbol "AVA" and the
depositary shares traded under the symbol "AVAPrL." Washington
Water Power will become Avista Utilities, an operating division
of Avista Corp.