1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 18, 1994 ----------------- THE WASHINGTON WATER POWER COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) None ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report)
Washington 1-3701 91-0462470 - ---------------------------------- ------------------------- ------------------ (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 1411 East Mission Avenue, Spokane, Washington 99202-2600 - --------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 509-489-0500 ------------------ 2 Item 5. Other Events. - ---------------------- A Special Meeting of Shareholders of The Washington Water Power Company (Company) was held on November 18, 1994. The only matter voted upon at the meeting was the approval of the Agreement and Plan of Reorganization and Merger dated as of June 27, 1994, as amended October 4, 1994, by and among the Company, Sierra Pacific Resources (SPR), Sierra Pacific Power Company (SPPC) and Resources West Energy Corporation (Resources West), a wholly-owned subsidiary of the Company, and the transactions contemplated thereby (Merger Proposal), pursuant to which, among other things, each of the Company, SPR and SPPC will be merged with and into Resources West. As of September 22, 1994, the record date for determining shareholders entitled to notice of and to vote at the meeting, 54,017,035 shares of Common Stock of the Company and 850,500 shares of Preferred Stock of the Company were issued and outstanding, with 43,088,852 shares of Common Stock and 641,686 shares of Preferred Stock represented at said meeting. Approval of the Merger Proposal required the affirmative vote of (i) not less than two thirds of all votes entitled to be cast by all holders of Company Common Stock and (ii) not less than two-thirds of all votes entitled to be cast by all holders of Company Preferred Stock, in each case voting separately as a class. The Merger Proposal was approved by the requisite shareholder votes. The details of the voting are shown below: See the Registration Statement on Form S-4 of Resources West (Registration No. 33-55763) including the prospectus of Resources West and the Joint Proxy Statement of the Company, SPR and SPPC for additional details relating to the terms of the proposed merger. Item 7. Financial Statements and Exhibits. - ------------------------------------------
Against For or Withheld Abstain ---------- ----------- --------- Common Stock 39,879,477 1,775,872 1,433,503 Preferred Stock 641,686 0 0 2
Exhibit 99 Press Release dated November 18, 1994 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE WASHINGTON WATER POWER COMPANY ---------------------------------- Dated: November 22, 1994 By \s\ J. E. Eliassen -------------------------------- J. E. Eliassen Vice President - Finance and Chief Financial Officer (Principal Accounting and Financial Officer) 3
1 Exhibit 99 WWP NEWS A NEWS RELEASE FROM THE WASHINGTON WATER POWER COMPANY CONTACTS: Dana Williams, WWP (509) 482-4174 Faye I. Anderson, SPR (702)-689-4345 FOR IMMEDIATE RELEASE: November 18, 1994 WWP, SIERRA PACIFIC SHAREHOLDERS APPROVE MERGER PROPOSAL SPOKANE, WASH. AND RENO, NEV.: Shareholders of The Washington Water Power Company (NYSE: WWP) and Sierra Pacific Resources (NYSE: SRP), the holding company of Sierra Pacific Power Company, have overwhelmingly approved the proposed merger between the two utilities, it was announced today at separate shareholder meetings held by both companies. "Today's vote indicates shareholders of both companies have endorsed the vision of a merged company capable of better meeting customers' and shareholders' expectations in the coming competitive environment," said Walter M. Higgins, chairman of the board, president and chief executive officer for Sierra Pacific. "It is gratifying that so many shareholders from both companies have supported the proposed merger," said WWP board chairman, president and chief executive officer Paul A. Redmond. "Their approval of this strategic combination certainly validates what we have stated from the outset: That this merger will create a stronger, more viable company better able to compete--and succeed--in the future." In an afternoon meeting in Spokane, Redmond announced that more than 39,000,000 of 54,017,315 common shares had been voted in favor of the proposed merger. Of the total common shares voted, about 93 percent were voted in favor of the merger. Preferred shareholders also overwhelmingly approved the merger. 2 Approval of the merger was required by at least two-thirds of the outstanding shares of WWP common and preferred stock, each voting separately by class. Meanwhile, in a morning meeting in Reno, Higgins announced to shareholders that the proposed merger had received nearly 22,000,000 of 29,297,550 Sierra Pacific Resources outstanding shares of common stock voting. About 94 percent of the shares voted supported the merger. He said 3,253,596 shares of Sierra Pacific Power Company preferred stock were voted in favor of the merger. Approval of the merger was required by the majority of shares of Sierra Pacific Resources common stock. Approval by holders of at least two-thirds of all outstanding shares of Sierra Pacific Power Company preferred stock and majority approval of each separate class of Sierra Pacific Power Company preferred stock was also required. In addition to shareholder approval, the merger also requires approval by federal and state regulatory agencies. That process is expected to be completed in late 1995. Last month, the Montana Public Service Commission became the first state regulatory agency to approve the merger. WWP and Sierra Pacific announced the merger on June 28 of this year. Once completed, the new corporation formed by the merger, Resources West Energy Corporation, will serve 532,000 electric customers, 290,000 natural gas customers and 66,000 water customers in five states, based on September 30, 1994, customer numbers. Added together, the revenues of the two companies totaled about $1.2 billion in 1993, with net income of $120 million and combined assets of $3.4 billion. - 9459 -