================================================================================
Amendment No. 1
to
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------
AVISTA CORPORATION
(Exact name of registrant as specified in its charter)
Washington 1-3701 91-0462470
(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.)
1411 East Mission Avenue
Spokane, Washington 99202
(Address of principal executive offices, including zip code)
---------------------
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.
----------
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
Avista Corporation 40 West 57th Street
1411 East Mission Avenue New York, New York 10019
Spokane, Washington 99202
================================================================================
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
The class of securities registered hereby is the Depositary Shares of
Avista Corporation, 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.
--------
Exhibit Description
------- -----------
1.* Restated Articles of Incorporation of the Company (filed
as Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998).
2. Form of Articles of Correction to 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).
- --------------------------
* Previously filed as indicated and incorporated herein by reference.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 8-A to
be signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 28, 1999
AVISTA CORPORATION
By: /s/ Ronald R. Peterson
------------------------------------
Name: Ronald R. Peterson
Title: Vice President & Treasurer
3
SECRETARY [SEAL] ARTICLES OF CORRECTION
OF STATE RCW 23B.01.240
FILING FEE $30.00
Pursuant to RCW 23B.01.240 of the Washington Business Corporation Act, the
undersigned corporation hereby submits Articles of Correction for the purpose of
correcting a document filed in the Corporations Division of the Office of the
Secretary of State.
1. The name of the corporation is: Avista Corporation (formerly known as
------------------------------------------
The Washington Water Power Company)
2. The document to be corrected is
-------------------------------------------
(EXAMPLE: Articles of Incorporation; Articles of Amendment; Application
for Certificate of Authority, etc.)
(A copy of the document to be corrected (showing the Secretary of State file
stamp) may be attached instead of completion of item 2.)
3. The document was filed on: November 30, 19 98
------------- -----------------------
4. The document was incorrect in the following manner: (specify the incorrect
statement or manner of defective execution and the reason for it).
(EXAMPLE: Article 3 incorrectly lists number of shares as 660-typing error)
Article Third (2)(a) lists number of shares as 1,540,086 - calculation error
5. The corrected statement or corrected execution of the document is as
follows:
1,540,430 shares
Date: October 28 , 1999 /s/ T. L. Syms
------------- -- ----------------------------------------
(Signature of Person Authorized to Sign)
T. L. Syms
Vice President and Corporate Secretary
----------------------------------------
(Type or Print Name and Title)
SEE REVERSE SIDE FOR GENERAL INSTRUCTIONS
SSF 138 (R 2/94)
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 1,540,086 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 $182.8125
per share plus an amount 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 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
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 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 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 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 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 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 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: November 30, 1998 THE WASHINGTON WATER POWER COMPANY
By /s/ Jon E. Eliassen
-----------------------------------------
JON E. ELIASSEN, Senior Vice President
and Chief Financial Officer
By /s/ Terry L. Syms
-----------------------------------------
TERRY L. SYMS, Vice President and
Corporate Secretary