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Filed pursuant to Rule 424(b)(5)
Registration No. 33-51669
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 12, 1994
$250,000,000
THE WASHINGTON WATER POWER COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
(BEING A SERIES OF FIRST MORTGAGE BONDS)
DUE FROM 9 MONTHS TO 40 YEARS FROM DATE OF ISSUE
_________________
The Washington Water Power Company may offer from time to time up to
$250,000,000 aggregate principal amount of its Secured Medium-Term Notes,
Series B (being a series of First Mortgage Bonds) (the "Offered Bonds"), on
terms determined at the time of sale. Each Offered Bond will mature on a
date from nine months to forty years from the issue date as selected by the
purchaser and agreed to by the Company. The Offered Bonds will be
denominated in U.S. dollars and issued in minimum denominations of $100,000
or any amount in excess thereof that is an integral multiple of $10,000.
Each Offered Bond will bear interest at a fixed rate. The interest
payment dates ("Interest Payment Dates") for each Offered Bond will be
January 1 and July 1 of each year, commencing July 1, 1994, and at
Maturity.
For further information relating to any Offered Bonds, including
redemption provisions, if any, see "Description of Offered Bonds" and the
pricing supplement hereto relating to such Offered Bonds (the "Pricing
Supplement").
Unless otherwise specified in the applicable Pricing Supplement, the
Offered Bonds offered hereby will be issued only in global form. A Global
Bond representing Book-Entry Bonds will be registered in the name of the
nominee of The Depository Trust Company, which will act as Depositary.
Interests in Book-Entry Bonds will be shown on and transfers thereof will
be effected only through records maintained by the Depositary and its
participants. Except as described herein under "Description of Offered
Bonds - Book-Entry System", owners of beneficial interests in a Global Bond
will not be considered the Holders thereof and will not be entitled to
receive physical delivery of Offered Bonds in definitive form, and no
Global Bond will be exchangeable except for another Global Bond of like
denomination and terms to be registered in the name of the Depositary or
its nominee. See "Description of Offered Bonds".
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLE-
MENT, ANY SUPPLEMENT HERETO OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
PRICE TO AGENTS' PROCEEDS TO
PUBLIC (1) COMMISSIONS(2) COMPANY (1)(2)(3)
__________ ______________ _________________
Per Offered Bond.... 100% .125% - .875% 99.875% - 99.125%
Total............... $250,000,000 $312,500 - $249,687,500 -
2,187,500 247,812,500
__________________
(1) Unless otherwise specified in the Pricing Supplement, the Price to
Public will be 100% of the principal amount.
(2) The Company will pay to Goldman, Sachs & Co., Kidder, Peabody & Co.
Incorporated and Smith Barney Shearson Inc. (each an "Agent") a
commission depending upon the maturity of the Offered Bonds, ranging
from .125% to .875% of the principal amount of each Offered Bond, or
the issue price of each Offered Bond in the case of Offered Bonds
issued at a discount, sold through any such Agent. The Company has
agreed to indemnify each Agent against certain liabilities, including
liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by the Company estimated at
$495,000, including reimbursement of the Agents' expenses.
Offers to purchase Offered Bonds are being solicited, on a reasonable
best efforts basis, from time to time by the Agents on behalf of the
Company. The Company or the Agents may reject any order as a whole or in
part. Offered Bonds may be sold to the Agents on their own behalf at
negotiated discounts. The Company reserves the right to sell Offered Bonds
on its own behalf and to engage other agents. The Company also reserves
the right to withdraw, cancel or modify the offering contemplated hereby
without notice. No termination date for the offering of Offered Bonds has
been established. The Offered Bonds will not be listed on any securities
exchange. See "Supplemental Plan of Distribution".
GOLDMAN, SACHS & CO.
KIDDER, PEABODY & CO.
INCORPORATED
SMITH BARNEY SHEARSON INC.
_________________
The date of this Prospectus Supplement is January 19, 1994.
DESCRIPTION OF OFFERED BONDS
The following description of the particular terms of the Offered Bonds
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Offered Bonds set
forth under "Description of New Bonds" in the accompanying Prospectus, to
which description reference is hereby made. Certain terms not otherwise
defined herein shall have the meanings assigned to such terms in the
accompanying Prospectus.
GENERAL
The Offered Bonds will be issued as a series of first mortgage bonds
under the Mortgage. The Offered Bonds will be limited in aggregate
principal amount to $250,000,000, subject to reduction as a result of the
sale of other New Bonds as described in the accompanying Prospectus.
The Offered Bonds will be issued in fully registered form only,
without coupons. Each Offered Bond will be issued initially as either (i)
a global security (a "Global Bond") registered in the name of the
Depositary (as defined below) or its nominee (each beneficial interest in a
Global Bond being called a "Book-Entry Bond") or (ii) a certificate issued
in definitive form (a "Certificated Bond"). Except as set forth herein
under "Book-Entry Bonds" or in any Pricing Supplement relating to specific
Offered Bonds, the Offered Bonds will not be issuable as Certificated
Bonds. The authorized denominations of Offered Bonds will be $100,000 and
any larger amount that is an integral multiple of $10,000.
Each Offered Bond will mature on a date (the "Stated Maturity") from
nine months to forty years from the Original Issue Date (as defined below),
as selected by the purchaser and agreed to by the Company. Each Offered
Bond may also be subject to redemption as described in "Description of New
Bonds-Redemption" in the accompanying Prospectus.
The Pricing Supplement relating to an Offered Bond will describe the
following terms, which will be determined at the time of sale: (i) the
price (expressed as a percentage of the aggregate principal amount thereof)
at which such Offered Bond will be issued; (ii) the date on which such
Offered Bond will be issued (the "Original Issue Date"); (iii) the Stated
Maturity of such Offered Bond; (iv) the rate per annum at which such
Offered Bond will bear interest; (v) whether such Offered Bond may be
redeemed at the option of the Company prior to Stated Maturity as described
under "Redemption-General Redemption" below and, if so, the provisions
relating to such redemption; (vi) whether such Offered Bond may be subject
to special redemption as described under "Redemption-Special Redemption"
below and, if so, the provisions relating to such redemption; and (vii) any
other special terms of such Offered Bond not inconsistent with the
provisions of the Mortgage under which such Offered Bond will be issued.
PAYMENT OF PRINCIPAL AND INTEREST
Each Offered Bond will bear interest from its Original Issue Date at
the rate per annum stated on the face thereof until the principal amount
thereof becomes due and payable, whether at Stated Maturity, redemption or
otherwise ("Maturity"). Interest on each Offered Bond will be payable
semiannually in arrears on each Interest Payment Date and at Maturity.
Interest on the Offered Bonds (other than interest payable at
Maturity) will be payable on each Interest Payment Date by check mailed to
the Holders of such Offered Bonds as of the close of business on the
December 15 or June 15, as the case may be, next preceding the Interest
Payment Date in respect thereof (each such date a "Record Date"); provided,
however, that in the case of Global Bonds representing Book-Entry Bonds,
the Holder of which will be a nominee of the Depositary, such payment will
be made in accordance with arrangements then in effect among the Company,
the Paying Agent and the Depositary. Notwithstanding the foregoing, if the
Original Issue Date of such Offered Bond is after a Record Date and before
the corresponding Interest Payment Date, the first payment of interest on
such Offered Bond shall be made on the next succeeding Interest Payment
Date to the person in whose name such Offered Bond was registered on the
Record Date with respect to such next succeeding Interest Payment Date.
Interest payable at Maturity will be paid to the person to whom principal
is paid.
Unless otherwise specified in the applicable Pricing Supplement, the
principal of the Offered Bonds and any premium and interest thereon payable
at Maturity will be paid upon surrender thereof at the principal office of
Citibank, N.A. in New York, New York.
REDEMPTION
GENERAL REDEMPTION. The Pricing Supplement relating to each Offered
Bond will specify under "Subject to General Redemption" either that such
Offered Bond cannot be redeemed at the option of the Company prior to
Stated Maturity or that such Offered Bond will be redeemable, at the option
of the Company in whole or in part, on any date on or after the date
designated as the "Initial Redemption Date" in such Pricing Supplement, at
general redemption prices as follows, together with accrued interest to the
date of redemption. If such Offered Bond is so redeemable, the redemption
price will initially be a percentage of the principal amount of such
Offered Bond to be redeemed equal to the "Initial Redemption Price"
specified in such Pricing Supplement for the twelve-month period commencing
on the Initial Redemption Date and will decline for the twelve-month period
commencing on each anniversary of the Initial Redemption Date by a
percentage of principal amount to be redeemed equal to the "Reduction
Percentage" specified in such Pricing Supplement until the redemption price
is 100% of such principal amount. Such Pricing Supplement may specify a
"Redemption Limitation Date" prior to which the Company may not redeem such
Offered Bond under general redemption provisions as a part of, or in
anticipation of, any refunding operation by application, directly or
indirectly, of moneys borrowed having an effective interest cost to the
Company (calculated in accordance with generally accepted financial
practice) less than the effective interest cost to the Company (similarly
calculated) of such Offered Bond.
SPECIAL REDEMPTION. The Pricing Supplement relating to each Offered
Bond will also specify under "Subject to Special Redemption" either that
such Offered Bond cannot be redeemed prior to Stated Maturity pursuant to
special redemption provisions or that such Offered Bond will be so
redeemable by the application (either at the option of the Company or
pursuant to the requirements of the Mortgage) of cash deposited with the
Trustee as described under "Description of New Bonds - Redemption" in the
accompanying Prospectus. If such Offered Bond is so redeemable, the
redemption price will initially be a percentage of the principal amount of
such Offered Bond to be redeemed equal to the "Initial Redemption Price"
specified in such Pricing Supplement for the twelve-month period commencing
on the Initial Redemption Date and will decline for the twelve-month period
commencing on each anniversary of the Initial Redemption Date by a
percentage of principal amount to be redeemed equal to the "Reduction
Percentage" specified in such Pricing Supplement until the redemption price
is 100% of such principal amount. If it is specified in such Pricing
Supplement under "Subject to Special Redemption" that such Offered Bond is
not subject to special redemption, such Offered Bond shall nevertheless be
subject to redemption, by the application of cash deposited with the
Trustee as aforesaid, at the times and at the prices specified under
"Subject to General Redemption".
BOOK-ENTRY BONDS
The Offered Bonds will be issued as Book-Entry Bonds in whole or in
part in the form of one or more Global Bonds that will be deposited with,
or on behalf of, The Depository Trust Company, New York, New York ("DTC"),
or such other depositary as may be subsequently designated (DTC and any
other such depositary being hereinafter referred to as the "Depositary"),
and registered in the name of the Depositary, or its nominee. Except under
the limited circumstances described below, Book-Entry Bonds represented by
a Global Bond will not be exchangeable for Certificated Bonds and will not
otherwise be issuable as Certificated Bonds.
Payments of principal of and premium, if any, and any interest on
individual Book-Entry Bonds represented by a Global Bond will be made to
the Depositary or its nominee, as the case may be, as the Holder of such
Global Bond. None of the Company, the Trustee or any agent for payment on
or registration of transfer or exchange of such Offered Bonds will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in such Global Bond or for
maintaining, supervising or reviewing any records relating to such
beneficial interests.
The following is based upon information furnished by DTC:
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds securities
that its participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities trans-
actions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants ("Direct Participants")
include securities brokers and dealers (including the Agents), banks,
trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange,
Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its participants are on file with the
Commission.
Purchases of Book-Entry Bonds under the DTC system must be made
by or through Direct Participants, which will receive a credit for the
Book-Entry Bonds on DTC's records. The ownership interest of each
actual purchaser of each Book-Entry Bond ("Beneficial Owner") is in
turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of Book-Entry Bonds are to be accomplished by
entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Book-Entry Bonds, except in
the event that use of the book-entry system for the Book-Entry Bonds
is discontinued.
To facilitate subsequent transfers, all Global Bonds deposited by
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of Global Bonds with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of
the Book-Entry Bonds; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Book-Entry Bonds are
credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners
will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all
of the Book-Entry Bonds within an issue are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to
the Book-Entry Bonds. Under its usual procedures, DTC mails an Omnibus
Proxy to the Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Book-Entry Bonds are
credited on the record date (identified in a listing attached to the
Omnibus Proxy).
Principal and interest payments on the Book-Entry Bonds will be
made to DTC. DTC's practice is to credit Direct Participants'
accounts on payable date in accordance with their respective holdings
shown on DTC's records unless DTC has reason to believe that it will
not receive payment on payable date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name",
and will be the responsibility of such Participants and not of DTC,
the Company or any Paying Agent, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the
Company or any Paying Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners shall be the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services as depositary with
respect to the Offered Bonds at any time by giving 90 days prior
notice to the Company or the Paying Agent. Under such circumstances,
in the event that a successor depositary is not obtained, Certificated
Bonds are required to be printed and delivered.
In addition, the Company may at any time and in its sole discretion
determine not to have any Offered Bonds represented by one or more Global
Bonds and, in such event, will issue individual Certificated Bonds in
exchange for the Global Bonds representing the corresponding Book-Entry
Bonds. In any such instance, an owner of a Book-Entry Bond represented by
a Global Bond will be entitled to physical delivery of individual
Certificated Bonds equal in principal amount to such Book-Entry Bond and to
have such Certificated Bonds registered in its name. Individual
Certificated Bonds so issued will be issued as registered Offered Bonds in
denominations of $100,000 and integral multiples thereof in excess of
$10,000.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.
VALIDITY OF OFFERED BONDS
The validity of the Offered Bonds will be passed upon for the Company
by Paine, Hamblen, Coffin, Brooke & Miller, Spokane, Washington, General
Counsel for the Company, and Reid & Priest, 40 West 57th Street, New York,
New York, and for any underwriters by Sullivan & Cromwell, 125 Broad
Street, New York, New York. In giving their opinions Reid & Priest and
Sullivan & Cromwell may rely as to all matters of Washington, California,
Idaho, Montana and Oregon law upon the opinion of Paine, Hamblen, Coffin,
Brooke & Miller and the latter firm may rely as to matters of New York law
and Federal securities law upon the opinion of Reid & Priest. The opinions
of Paine, Hamblen, Coffin, Brooke & Miller, Reid & Priest and Sullivan &
Cromwell will be conditioned upon, and subject to certain assumptions
regarding, future action required to be taken by the Company and the
Trustee in connection with the issuance and sale of any particular Offered
Bond, the specific terms of Offered Bonds and other matters which may
affect the validity of Offered Bonds but which cannot be ascertained on the
date of such opinions.
SUPPLEMENTAL PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Distribution
Agreement, dated January 19, 1994, the Offered Bonds are being offered on a
continuing basis by the Company through the Agents, each of which is
authorized to solicit purchases of the Offered Bonds. The Company may also
sell Offered Bonds to any of the Agents at a discount for resale to
investors at varying prices relating to prevailing market prices at the
time of resale as determined by such Agent. The Company reserves the right
to engage other agents and the right to offer Offered Bonds directly on its
own behalf in those jurisdictions where it is authorized to do so. The
Company will have the sole right to accept offers to purchase Offered Bonds
and may reject any proposed purchase of Offered Bonds as a whole or in
part. Each Agent will have the right, in its discretion reasonably
exercised, to reject any proposed purchase of Offered Bonds through it, as
a whole or in part. Payment of the purchase price of Offered Bonds will be
required to be made in immediately available funds. The Company will pay
each Agent a commission ranging from .125% to .875% of the principal amount
of Offered Bonds sold through such Agent depending upon Offered Bond
maturity, and may also sell Offered Bonds to any Agent for its own account
at negotiated discounts. No commission will be payable on any sales made
directly by the Company.
The Agents, as agents or principals, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 (the
"Act"). The Company has agreed to indemnify the Agents against certain
liabilities, including liabilities under the Act. The Company has agreed
to reimburse the Agents for certain expenses.
Each of the Agents performs, from time to time, various investment
banking services for the Company.
Offered Bonds may also be sold at the price to the public set forth
herein to dealers who may resell to investors. Such dealers may be deemed
to be "underwriters" within the meaning of the Act.
The Offered Bonds are a new issue of securities with no established
trading market and will not be listed on any securities exchange. No
assurance can be given as to the existence or liquidity of a secondary
market for the Offered Bonds in the future.
PROSPECTUS
THE WASHINGTON WATER POWER COMPANY
First Mortgage Bonds
The Washington Water Power Company intends from time to time to issue
up to $250,000,000 aggregate principal amount of its First Mortgage Bonds
(the "New Bonds"), in one or more series, on terms to be determined at the
time or times of sale.
The terms of the New Bonds in respect of which this Prospectus is
being delivered, including where applicable the series designation, the
principal amount of the series, the maturity date or dates, the rate or
rates and times of payment of interest, the initial public offering price,
the provisions for redemption, if any, and other provisions, are set forth
in one or more Prospectus Supplements (each a "Prospectus Supplement"),
together with the terms of offering such New Bonds. The New Bonds may be
sold by the Company through underwriters or dealers, directly or through
agents for offering pursuant to the terms fixed at the time of sale. See
"Plan of Distribution" herein.
___________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECUR-
ITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
___________________________________
The date of this Prospectus is January 12, 1994.
AVAILABLE INFORMATION
The Washington Water Power Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates,
concerning the Company's directors and officers, their remuneration, the
principal holders of the Company's securities, and any material interest of
such persons in transactions with the Company is disclosed in proxy
statements distributed to shareholders of the Company and filed with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; 7 World Trade
Center, 13th Floor, New York, N.Y.; and 500 West Madison Street, 14th
Floor, Chicago, Ill.; and can be inspected at the office of the Commission
at 915 Second Avenue, Seattle, Wash.; and copies of such material can be
obtained from the Public Reference Section of the Commission, Washington,
D.C. 20549 at prescribed rates. The Company's Common Stock is listed on
the New York and Pacific Stock Exchanges, and reports, proxy statements and
other information concerning the Company can be inspected at the offices of
such Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference, and as of any
time hereafter prior to the termination of the offering made by this
Prospectus the Company shall be deemed to have incorporated herein by
reference, (1) the Company's latest Annual Report on Form 10-K (the "Latest
Annual Report") filed by the Company with the Commission pursuant to the
Exchange Act, and (2) all other reports and documents filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the filing of the Latest Annual Report, and all
of such documents shall be deemed to be a part hereof from the respective
dates of filing thereof. The documents incorporated herein by reference
are sometimes hereinafter called the "Incorporated Documents". Any
statement contained in an Incorporated Document shall be deemed to be
modified or superseded for all purposes to the extent that a statement in
this Prospectus or in any subsequently filed Incorporated Document modifies
or replaces such statement. The Incorporated Documents incorporated herein
by reference as of the date of this Prospectus are the Annual Report on
Form 10-K for the year ended December 31, 1992, the Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993 and the Current Report on Form 8-K dated November 9,
1993.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON
TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR
ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED
DOCUMENTS, OTHER THAN EXHIBITS THERETO (UNLESS SUCH EXHIBITS ARE SPECIFI-
CALLY INCORPORATED BY REFERENCE INTO SUCH INCORPORATED DOCUMENTS).
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO RONALD R. PETERSON,
TREASURER, BY MAIL AT THE WASHINGTON WATER POWER COMPANY, POST OFFICE BOX
3727, SPOKANE, WASHINGTON 99220, OR BY TELEPHONE AT 509-489-0500.
THE COMPANY
The Company is an investor-owned company primarily engaged as a
combination electric and natural gas utility serving a 26,000 square mile
area known as the Inland Northwest in eastern Washington State and northern
Idaho with a population in excess of 700,000. Also, WP Natural Gas, an
operating division, provides natural gas service in central and southwest
Oregon and the South Lake Tahoe region in California. The Company's
utility operations include the generation, purchase, transmission,
distribution and sale of electric energy on both a retail and wholesale
basis plus the purchase, transportation, distribution and sale of natural
gas. In addition to its utility operations, the Company owns Pentzer
Corporation, parent company to the majority of the Company's non-utility
businesses. Pentzer investments include real estate development, energy
services, financial services, manufacturing, telecommunications and
electronic data gathering equipment for the utility industry.
The Company was incorporated in 1889 under the laws of the State of
Washington and has its principal offices at East 1411 Mission Avenue,
Spokane, Washington 99202. Its telephone number is 509-489-0500.
USE OF PROCEEDS
The net proceeds from the sale of the New Bonds will be used to retire
debt, to fund the Company's construction program, to reimburse the
Company's treasury for funds previously expended for such purposes or for
other proper corporate purposes.
DESCRIPTION OF NEW BONDS
GENERAL. The New Bonds are to be issued, in one or more series, under
the Company's Mortgage and Deed of Trust, dated as of June 1, 1939, as
supplemented (the "Mortgage"), under which Citibank, N.A., is Trustee (the
"Trustee"). The New Bonds, together with all other bonds outstanding under
the Mortgage, are hereinafter called, collectively, the "Bonds." The
statements herein concerning the New Bonds and the Mortgage are merely a
summary and do not purport to be complete. Such statements make use of
terms defined in the Mortgage and are qualified in their entirety by
express reference to the cited Sections and Articles of the Mortgage.
Sections 125 to 150 of the Mortgage appear in the First Supplemental
Indenture.
Reference is made to the Prospectus Supplement relating to any
particular series of New Bonds and any supplement thereto for the following
terms, which will be determined at the time or times of sale: (i) the
designation of such series; (ii) the aggregate principal amount of the New
Bonds of such series; (iii) the price (expressed as a percentage of
principal amount) at which such New Bonds will be issued; (iv) the date(s)
on which such New Bonds mature; (v) the rate(s) per annum at which such New
Bonds will bear interest; (vi) the date(s) from which such interest will
accrue, the dates on which such interest will be payable (Interest Payment
Dates), the date(s) on which such payments will commence, and the record
dates for such payments; (vii) the terms, if any, upon which such New Bonds
will be redeemable, whether at the option of the Company or pursuant to any
mandatory redemption provisions, including without limitation redemption
prices and any provisions for call protection; (viii) whether such New
Bonds are to be issued, in whole or in part, in the form of global Bonds
and the identity of the depository for any such global Bonds; and (ix) any
other special terms.
PAYMENT OF BONDS; TRANSFERS; EXCHANGES. Except as may be provided in
the applicable Prospectus Supplement, interest on each New Bond payable on
each Interest Payment Date will be paid by check mailed to the registered
holder of such New Bond on the record date relating to such Interest
Payment Date (the registered holder of any New Bond outstanding being
hereinafter called a "Holder"); provided, however, that if such Holder is a
securities depositary, such payment may be made by such other means in lieu
of check as shall be agreed upon by the Company, the Trustee and such
Holder; and provided, further, that interest payable at maturity (whether
at stated maturity, upon redemption or otherwise, hereinafter "Maturity")
will be paid to the person to whom principal is paid.
Principal of and premium, if any, and interest on the New Bonds due at
Maturity will be payable upon presentation of the Bonds at the principal
office of the Trustee which has been designated by the Company as its
office or agency for such payment. The Company may change such office or
agency, and may designate an additional office or agency, in its
discretion.
The transfer of New Bonds may be registered, and Bonds may be
exchanged for other New Bonds, upon surrender thereof at the principal
office of the Trustee which has been designated by the Company as its
office or agency for such purposes. The Company may change such office or
agency, and may designate an additional office or agency, in its
discretion. No service charge will be made for any registration of
transfer or exchange of New Bonds, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge incident
thereto. The Company will not be required to make any transfer or exchange
of any New Bonds for a period of 10 days next preceding any selection of
New Bonds for redemption, nor will it be required to make transfers or
exchanges of any New Bonds which have been selected for redemption in whole
or in part or as to which the Company shall have received a notice for the
redemption thereof in whole or in part at the option of the Owner.
REDEMPTION. The applicable Prospectus Supplement, or a supplement
thereto, will indicate the extent, if any, to which the New Bonds will be
subject to (a) general redemption at the option of the Company or (b)
special redemption by the application (either at the option of the Company
or pursuant to the requirements of the Mortgage) of cash deposited with the
Trustee as described under "Improvement Fund," "Maintenance and Replacement
Fund" or "Special Provision for the Retirement of Bonds" or cash
constituting Proceeds of Released Property, as defined (which term, as so
defined, means generally cash deposited with the Trustee in connection with
the release of property from the lien of the Mortgage). The extent, if any,
to which the New Bonds will be subject to redemption, as aforesaid, will be
determined at the time or times of sale.
The Company is required to give not less than 30 days' notice of any
redemption of Bonds. If at the time such notice is given the redemption
moneys are not on deposit with the Trustee, the redemption may be made
subject to the deposit of redemption moneys with the Trustee on or before
the date fixed for redemption, and such notice shall be of no effect unless
such moneys are so received.
SECURITY. The New Bonds, together with all other Bonds now or
hereafter issued under the Mortgage, will be secured by the Mortgage, which
constitutes, in the opinion of General Counsel, a first mortgage lien on
substantially all of the present properties of the Company (except as
stated below), subject to (a) leases of minor portions of the Company's
property to others for uses which, in the opinion of General Counsel, do
not interfere with the Company's business, (b) leases of certain property
of the Company not used in its utility business, (c) excepted encumbrances,
as defined in the Mortgage, and (d) encumbrances, defects and
irregularities deemed immaterial by General Counsel in the operation of the
Company's business. There are excepted from the lien all cash and
securities; merchandise, equipment, materials or supplies held for sale or
consumption in the Company's operations; receivables, contracts, leases and
operating agreements; electric energy, and other material or products
(including gas) generated, manufactured, produced or purchased by the
Company, for sale, distribution or use in the ordinary course of its
business. (Mortgage, Granting Clauses.)
The Mortgage contains provisions for subjecting to the lien thereof
all property (other than property of the kinds excepted from such lien)
acquired by the Company after the execution and delivery thereof, subject
to purchase money liens and liens existing thereon at the time of
acquisition, and, subject to limitations in the case of consolidation,
merger or sale of substantially all of the Company's assets. (Mortgage,
Granting Clauses and Art. XV.)
The Mortgage provides that the Trustee shall have a lien upon the
mortgaged property, prior to the Bonds, for the payment of its reasonable
compensation and expenses and for indemnity. (Mortgage, Secs. 92 and 97;
First Supplemental, Art. XXV.)
IMPROVEMENT FUND. With respect to each outstanding series of Bonds,
including the New Bonds, annual Improvement Fund payments are required to
be made to the Trustee in an amount equal to 1% of the greatest amount of
Bonds of such series at any one time outstanding prior to the beginning of
the year in which such payment is due less certain Bonds theretofore
retired and certain Bonds the right to issue which shall have been waived.
Any annual requirement may be satisfied (a) in cash or principal amount of
Bonds of such series or (b) by credit for the amount of Bonds that would
otherwise be issuable on the basis of either property additions or of Bonds
or prior lien bonds theretofore retired; provided, however, that the
Company is not permitted to satisfy any Improvement Fund requirement by the
deposit of cash if, at the time such requirement is to be satisfied, it has
unfunded property additions having a cost or fair value (whichever is less)
equal to or greater than 110% of such requirement. The requirement for any
year may be anticipated. Cash deposited with the Trustee pursuant to the
Improvement Fund may, among other things, be applied to the purchase of
Bonds or to the redemption of Bonds which are, by their terms, redeemable
before maturity. Whether or not the New Bonds of any particular series are
to be redeemable will be determined at the time or times of sale and will
be set forth in such Bonds and in a supplement to this Prospectus relating
thereto.
The 1993 Improvement Fund requirement was $2,977,000 which was
satisfied by the application of $4,982,000 of property additions. As of
December 31, 1992 the Company had $590,265,000 in unfunded property
additions.
The Company has reserved the right to amend the Mortgage (without any
consent or other action of holders of any series of Bonds created
subsequent to March 31, 1970, including the New Bonds) to eliminate the
Improvement Fund payments with respect to Bonds created subsequent to that
date, including the New Bonds.
(Mortgage, Sec. 39; Tenth Supplemental, Sec. 3; Fourteenth
Supplemental, Sec. 5; Eighteenth Supplemental, Sec. 3.)
MAINTENANCE AND REPLACEMENT FUND. Annual Maintenance and Replacement
Fund payments are required to be made to the Trustee in an amount equal to
the excess, if any, of the amount which, in the opinion of an engineer
expressed in a certificate delivered to the Trustee, should have been
expended during the preceding calendar year for repairs, maintenance,
renewals or replacements of, or substitutions for, the mortgaged property
over the amount actually expended for such purposes. Any annual
requirement may be satisfied (a) in cash or (b) by credit for the amount of
Bonds that would otherwise be issuable on the basis of either property
additions or of Bonds or prior lien bonds theretofore retired; provided,
however, that the Company is not permitted to satisfy any Maintenance and
Replacement Fund requirement by the deposit of cash if, at the time such
requirement is to be satisfied, it has unfunded property additions having a
cost or fair value (whichever is less) equal to or greater than 110% of
such requirement. Cash deposited with the Trustee pursuant to the
Maintenance and Replacement Fund may, among other things, be applied to the
purchase of Bonds or to the redemption of Bonds which are, by their terms,
redeemable before maturity. Whether or not the New Bonds of any particular
series are to be redeemable will be determined at the time or times of sale
and will be set forth in such Bonds and in a supplement to this Prospectus
relating thereto.
In every year since the execution and delivery of the Mortgage, the
Company has made all necessary expenditures for the aforesaid purposes and
an engineer has so certified, with the result that the Company has never
been required to make any payment to the Trustee under the Maintenance and
Replacement Fund.
In addition, the Mortgage contains a covenant pursuant to which the
Company is required for each calendar year to expend or accrue for
maintenance or to appropriate for property retirement or for property
amortization 13 1/2% of the gross operating revenues of the Company, as
defined; provided, however, that the Company may so expend, accrue or
appropriate a lesser amount if a regulatory authority determines that such
lesser amount is adequate. Excess amounts expended, accrued or
appropriated in any year may be credited against the five succeeding years'
requirements. This covenant does not require the deposit of cash with the
Trustee.
The Company has reserved the right to amend the Mortgage (without any
consent or other action of holders of the New Bonds or Bonds of certain
other series aggregating $250,000,000 in principal amount (the "Excepted
Bonds")) to eliminate the provisions for property maintenance and
retirement described above.
(Mortgage, Sec. 38; First Supplemental, Article XXV; Second
Supplemental, Sec. 9; Eighteenth Supplemental, Sec. 4; Twenty-sixth
Supplemental, Sec. 2; Twenty-seventh Supplemental, Sec. 2.)
SPECIAL PROVISIONS FOR RETIREMENT OF BONDS. If, during any 12-month
period, any of the mortgaged property is taken by eminent domain and/or
sold to any governmental authority and/or sold pursuant to an order of a
governmental authority, with the result that the Company receives
$15,000,000 or more in cash or in principal amount of purchase money
obligations, the Company is required to apply such cash and the proceeds of
such obligations (subject to certain conditions and deductions, and to the
extent not otherwise applied) to the redemption of Bonds which are, by
their terms, redeemable before maturity by the application of such cash and
proceeds. (Mortgage, Sec. 64; Tenth Supplemental, Sec. 4.)
DIVIDEND COVENANT. The Company has covenanted that, so long as any
Bonds of certain particular series maturing through December 1, 2016 are
outstanding, dividends or distributions on the Company's Common Stock,
other than dividends payable solely in shares of its Common Stock, will be
limited to net income applicable to Common Stock since July 1, 1957, plus
$6,000,000, and plus an amount equal to the proceeds from the sale of
Common Stock subsequent to July 1, 1957. The New Bonds will not be
entitled to the benefit of this covenant.
ISSUANCE OF ADDITIONAL BONDS. The present maximum principal amount of
Bonds which may be outstanding under the Mortgage is $10,000,000,000.
However, the Company has reserved the right to amend the Mortgage (without
any consent of or other action of holders of the New Bonds or the Excepted
Bonds) to remove this limitation.
Bonds of any series may be issued from time to time on the basis of:
(1) 60% of cost or fair value of property additions (whichever is less)
after adjustments to offset retirements; (2) retirement of Bonds; and (3)
deposit of cash. It is expected that the New Bonds will be issued, for the
most part, upon the basis of the retirement of Bonds with the balance being
issued upon the basis of unfunded property additions. The Company has
reserved the right to amend the Mortgage (without any consent or other
action of holders of the New Bonds or the Excepted Bonds) to (x) change 60%
in the preceding sentence to 70% and (y) make correlative changes in
provisions relating to, among other things, the release of property from
the lien of the Mortgage and the withdrawal of cash held by the Trustee.
No Bonds may be issued as described in clause (1) or (3) in the
preceding paragraph unless net earnings for 12 consecutive months out of
the preceding 15 calendar months (before income taxes, depreciation and
amortization of property, property losses and interest on any indebtedness
and amortization of debt discount and expense) are at least twice the
annual interest requirements on all Bonds at the time outstanding,
including the additional issue, and on all indebtedness of prior rank.
Such net earnings test generally need not be satisfied prior to the
issuance of Bonds as described in clause (2) in the preceding paragraph
unless (x) the annual requirements on the retired Bonds on the basis of
which the New Bonds are to be issued have been excluded from a net earnings
certificate delivered to the Trustee since the retirement of such Bonds or
(y)(i) the retired Bonds on the basis of which the New Bonds are to be
issued mature by their terms at a date more than two years after the date
for authentication and delivery of such New Bonds and (ii) the New Bonds
bear interest at a higher rate than such retired Bonds. So long as any
Bonds of certain series maturing through December 1, 2016 are outstanding,
such net earnings are required to be computed after provision for
maintenance, retirement and depreciation of property equal to 13 1/2% of gross
operating revenues of the Company for such period. The New Bonds will not
be entitled to the benefit of such requirement. The Company has reserved
the right to amend the Mortgage (without any consent or other action of
holders of the New Bonds or the Excepted Bonds):
(i) to modify the net earnings test described in this paragraph to,
among other things,
(a) provide that the period over which net earnings is computed
shall be 12 out of the preceding 18 months;
(b) specifically permit the inclusion in net earnings of
revenues collected or accrued subject to possible refund;
(c) specifically permit the inclusion in net earnings of any
portion of the allowance for funds used during construction,
and any portion of the allowance for funds used to conserve
energy (or any analogous amount), which is not included in
"other income" (or any analogous item) in the Company's
books of account;
(d) provide that, in calculating net earnings, no deduction from
revenues or other income shall be made for (1) expenses or
provisions for any non-recurring charge to income of
whatever kind or nature (including without limitation the
recognition of expense due to the non-recoverability of
investment) or (2) provisions for any refund of revenues
previously collected or accrued subject to possible refund,
and
(e) provide that, in calculating annual interest requirements,
(1) if any Bonds or prior ranking indebtedness bears
interest at a variable rate, the annual interest
requirements thereon shall be determined by reference to the
rate or rates in effect on the date next preceding the date
of the new issue of Bonds and (2) if the new issue of Bonds
is to bear interest at a variable rate or rates, the annual
interest requirements thereon shall be determined by
reference to the rate or rates to be in effect at the time
of the initial issuance thereof.
Property additions generally include electric, natural gas, steam or
water property acquired after May 31, 1939, but may not include property
used principally for the production or gathering of natural gas. Any such
property additions may be used if their ownership and operation is within
the corporate purposes of the Company regardless of whether or not the
Company has all necessary permission it may need at any time from
governmental authorities to operate such property additions.
No Bonds may be issued on the basis of property additions subject to
prior liens, unless the prior lien bonds secured thereby have been
qualified by being deducted from the Bonds otherwise issuable and do not
exceed 50% of such property additions, and unless the Bonds then to be
outstanding which have been issued against property subject to continuing
prior liens and certain other items would not exceed 15% of the Bonds
outstanding. The Company has reserved the right to amend the Mortgage
(without any consent or other action of holders of the New Bonds or the
Excepted Bonds) to change 50% in the foregoing sentence to 70%.
The amount of prior liens on mortgaged property acquired after the
date of delivery of the Mortgage may be increased subsequent to the
acquisition of such property provided that, if any property subject to such
prior lien shall have been made the basis of any application under the
Mortgage, all the additional obligations are deposited with the Trustee or
the trustee or other holder of a prior lien.
(Mortgage, Secs. 4 to 8, 20 to 30 and 46; First Supplemental, Sec. 2;
Eleventh Supplemental, Sec. 5; Twelfth Supplemental, Sec. 1; Fourteenth
Supplemental, Sec. 4; Seventeenth Supplemental, Sec. 3; Eighteenth
Supplemental, Secs. 1, 2 and 6; Twenty-sixth Supplemental, Sec. 2; Twenty-
seventh Supplemental, Sec. 2.)
RELEASE AND SUBSTITUTION OF PROPERTY. Property may be released upon
the basis of (1) deposit of cash or, to a limited amount, purchase money
mortgages, (2) property additions and (3) waiver of the right to issue
Bonds. Cash may be withdrawn upon the bases stated in clauses (2) and (3)
above. When property released is not funded property, property additions
used to effect the release may again, in certain cases, become available as
credits under the Mortgage, and the waiver of the right to issue Bonds to
effect the release may, in certain cases, cease to be effective as such a
waiver. Similar provisions are in effect as to cash proceeds of such
property. The Mortgage contains special provisions with respect to prior
lien bonds pledged, and disposition of moneys received on pledged bonds
secured by prior lien. (Mortgage, Secs. 5, 31, 32, 46 to 50, 59, 60, 61,
118 and 134.)
MODIFICATION. In general, the Mortgage, the rights and obligations of
the Company and the rights of the Bondholders may be modified with the
consent of 75% in principal amount of the Bonds outstanding, and, if less
than all series of Bonds are affected, the consent also of 75% in principal
amount of the Bonds of each series affected. However, no modification of
the terms of payment of principal or interest, and no modification
affecting the lien or reducing the percentage required for modification, is
effective against any Bondholder without his consent. The Company has the
right to make certain specific amendments and amendments necessary from
time to time to qualify the Mortgage under the Trust Indenture Act of 1939
as in force on the date of such amendments without the consent of
Bondholders. (Mortgage, Art. XVIII, Secs. 120 and 149; First Supplemental,
Sec. 10.)
The Company has reserved the right to amend the Mortgage (without any
consent or other action of the holders of any series of Bonds created
subsequent to March 31, 1970, including the New Bonds) to change 75% in the
first sentence of the preceding paragraph to 66 2/3%. (Fourteenth
Supplemental, Sec. 3.)
The Company has further reserved the right to amend the Mortgage
(without any consent or other action of the holders of the New Bonds or the
Excepted Bonds) so as to provide that the Mortgage, the rights and obliga-
tions of the Company and the rights of the Bondholders may be modified with
the consent of 60% in principal amount of the Bonds outstanding or, if less
than all series of Bonds are affected, then the consent only of 60% in
principal amount of the Bonds outstanding of the series so affected,
considered as one class. (Twenty-sixth Supplemental, Sec. 2; Twenty-
seventh Supplemental, Sec. 2.)
In addition to all other amendments to the Mortgage hereinbefore
described which the Company has reserved the right to effect without any
consent or other action of the holders of the Bonds of certain series, the
Company has reserved the right to amend the Mortgage (without any consent
or other action of the holders of the New Bonds or the Excepted Bonds) in
the following respects:
(i) to specifically provide that no reduction in the book value of
property recorded in the plant account of the Company, otherwise
than in connection with physical retirements of property
abandoned, destroyed or disposed of, and otherwise than in
connection with the removal of such property in its entirety from
plant account, shall constitute a property retirement;
(ii) to provide that the lien of the Mortgage shall not automatically
attach to the properties of another corporation which shall have
consolidated or merged with the Company in a transaction in which
the Company shall be the surviving or resulting corporation;
(iii) to provide that if the Company shall have appointed a successor
Trustee, meeting the requirements therefor set forth in the
Mortgage, which shall have accepted such appointment, the Trustee
shall be deemed to have resigned; and
(iv) to specifically provide that the Mortgage may be amended without
the consent of the holders of the Bonds
(a) to evidence the succession of a successor trustee;
(b) to add additional covenants of the Company and additional
defaults, which may be applicable only to the Bonds of
specified series;
(c) to correct the description of property subject to the lien
of the Mortgage or to subject additional property to such
lien;
(d) to change or eliminate any provision of the Mortgage or to
add any new provision to the Mortgage; provided, that no
such change, elimination or addition shall adversely affect
the interests of the holders of Bonds of any series in any
material respect;
(e) to establish the form or terms of Bonds of any series;
(f) to provide for procedures to utilize a non-certificated
system of registration for all or any series of Bonds;
(g) to change any place or places for payment, registration of
transfer or exchange, or notices to and demands upon the
Company, with respect to all or any series of Bonds;
(h) to increase or decrease the maximum principal amount of
bonds issuable under the Mortgage;
(i) to make any other changes which do not adversely affect the
interests of the holders of Bonds of any series in any
material respect; or
(j) to evidence any change required or permitted under the Trust
Indenture Act of 1939, as amended.
(Twenty-sixth Supplemental, Sec. 2; Twenty-seventh Supplemental,
Sec. 2)
COMPLETED DEFAULTS; REMEDIES. Completed Defaults include default in
payment of principal; default for 60 days in payment of interest; default
in payment of interest or principal of qualified prior lien bonds continued
beyond any grace period; certain events in bankruptcy, insolvency or
reorganization; and default in complying with other covenants for 90 days
after notice. The Trustee may withhold notice of default (except in
payment of principal, interest or funds for retirement of Bonds) if it
determines that it is in the interest of the Bondholders. (Mortgage, Secs.
44, 65 and 135.)
The Mortgage provides that, upon the occurrence of a Completed
Default, the Trustee may, and upon written request of the holders of a
majority in principal amount of Bonds then outstanding shall, declare the
principal of and accrued interest on all outstanding Bonds immediately due
and payable; provided, however, that if, before any sale of the mortgaged
property, all defaults have been cured, the holders of a majority in
principal amount of outstanding Bonds may annul such declaration.
(Mortgage, Sec. 65.)
No holder of Bonds may enforce the lien of the Mortgage unless such
holder shall have given the Trustee written notice of a default and unless
the holders of 25% in principal amount of the Bonds have requested the
Trustee in writing to act and have offered the Trustee adequate security
and indemnity and a reasonable opportunity to act. Holders of a majority
in principal amount of the Bonds may direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, or may direct the
Trustee to take certain action. (Mortgage, Secs. 65, 68, 69, 79, 92 and
138(d) and Art. XXV.)
The laws of the various states in which the property subject to the
lien of the Mortgage is located may limit or deny the ability of the
Trustee and/or the Bondholders to enforce certain rights and remedies
provided in the Mortgage in accordance with their terms.
EVIDENCE OF COMPLIANCE WITH MORTGAGE PROVISIONS. Compliance with
Mortgage provisions is evidenced by written statements of the Company's
officers or persons selected or paid by the Company. In certain major
matters the accountant or engineer must be independent. Various
certificates and other papers are required to be filed annually and upon
the happening of certain events, including an annual certificate with
reference to compliance with the terms of the Mortgage and absence of
Defaults.
VALIDITY OF NEW BONDS
The validity of the New Bonds will be passed upon for the Company by
Paine, Hamblen, Coffin, Brooke & Miller, Spokane, Washington, General
Counsel for the Company, and Reid & Priest, 40 West 57th Street, New York,
New York, and for any underwriters, dealers or agents by Sullivan &
Cromwell, 125 Broad Street, New York, New York. In giving their opinions
Reid & Priest and Sullivan & Cromwell may rely as to all matters of
Washington, California, Idaho, Montana and Oregon law upon the opinion of
Paine, Hamblen, Coffin, Brooke & Miller and the latter firm may rely as to
matters of New York law and Federal securities law upon the opinion of Reid
& Priest.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from the Company's Latest
Annual Report on Form 10-K have been audited by Deloitte & Touche,
independent auditors, as stated in, and for the periods set forth in, their
reports appearing in such Latest Annual Report, which are incorporated
herein by reference in reliance upon the reports of such firm given upon
their authority as experts in accounting.
The statements made as to matters of law and legal conclusions under
"Business", "Properties" and "Legal Proceedings" in the Latest Annual
Report, and "Description of New Bonds" herein, have been reviewed by Paine,
Hamblen, Coffin, Brooke & Miller. The statements made as to matters of law
and legal conclusions under "Description of New Bonds" (except as to
"Security") herein have also been reviewed by Reid & Priest. All of the
foregoing are set forth or incorporated herein in reliance upon the
opinions of said firms, respectively, and in reliance upon the authority of
those firms as experts, except, with respect to Reid & Priest, insofar as
such matters are governed by Washington, California, Idaho, Oregon or
Montana law.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds in any of three ways: (i) directly
to a limited number of institutional purchasers or to a single purchaser,
(ii) through agents or (iii) through underwriters or dealers. The
Prospectus Supplement relating to each series of New Bonds will set forth
the terms of the offering of such New Bonds, including the name or names of
any such agents, underwriters or dealers, the purchase price of such New
Bonds and the net proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' compensation, the
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in any sale of a series of New Bonds, such
New Bonds will be acquired by such underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. Unless otherwise set forth in the
Prospectus Supplement relating to a series of New Bonds, the obligations of
any underwriter or underwriters to purchase such New Bonds will be subject
to certain conditions precedent and such underwriter or underwriters will
be obligated to purchase all of such New Bonds if any are purchased, except
that, in certain cases involving a default by one or more underwriters,
less than all of such Bonds may be purchased.
If an agent of the Company is used in any sale of a series of New
Bonds, any commissions payable by the Company to such agent will be set
forth in the Prospectus Supplement relating to such New Bonds. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.
Any underwriters, dealers or agents participating in the distribution
of the New Bonds may be deemed to be underwriters, and any discounts or
commissions received by them on the sale or resale of New Bonds may be
deemed to be underwriting discounts and commissions, under the Securities
Act of 1933, as amended (the "1933 Act"). Agents, underwriters and dealers
may be entitled under agreements entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the 1933 Act.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE COMPANY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT,
ANY PRICING SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES DESCRIBED HEREIN OR THEREIN OR AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN
OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
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TABLE OF CONTENTS Page
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Prospectus Supplement
Description of Offered Bonds....................................... S-2
Validity of Offered Bonds.......................................... S-5
Supplemental Plan of Distribution.................................. S-6
Prospectus
Available Information.............................................. 2
Incorporation of Certain Documents by Reference.................... 2
The Company........................................................ 3
Use of Proceeds.................................................... 3
Description of New Bonds........................................... 3
Validity of New Bonds.............................................. 10
Experts............................................................ 10
Plan of Distribution............................................... 11
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$250,000,000
THE WASHINGTON
WATER POWER
COMPANY
SECURED MEDIUM-TERM NOTES, SERIES B
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[LOGO]
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GOLDMAN, SACHS & CO.
KIDDER, PEABODY & CO.
INCORPORATED
SMITH BARNEY SHEARSON INC.
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