Company Name: IDACORP, Inc.
Public Availability Date: January 9, 2001

Document Sections:

LETTER OF INQUIRY
APPENDIX
STAFF REPLY LETTER

[LETTER OF INQUIRY]

November 30, 2000

FED EX

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Crapo Shareholder Proposal Submitted to

IDACORP, Inc.

Ladies and Gentlemen:

We are writing on behalf of IDACORP, Inc., an Idaho corporation ("IDACORP" or the "Company"), with regard to a shareholder proposal (the "Proposal") submitted by John J. Crapo (the "Proponent") in connection with the annual meeting of the Company's shareholders to be held in May 2001. We believe that this Proposal may be properly excluded from the Company's 2001 Proxy Statement (the "2001 Proxy Statement") pursuant to Rule 14a-8(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We respectfully request that the Staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") confirm that it will not recommend any enforcement action against the Company based on the omission of this Proposal.

Enclosed for filing pursuant to Rule 14a-8(j) of the Exchange Act are six copies of this letter and the Proposal with its supporting statement. We are also forwarding a copy of this letter to the Proponent, as required.

The Proposal

The Proposal, dated October 12, 2000, and which was handwritten, reads as follows:

Shareholders recommend that the Honourable Board of Directors ("Hon Board") of IDACORP report to us in the Proxy Statement of 2002 Annual Meeting the particulars of each merger discussion of IDACORP with any other publicly traded company or company with assets above ten million USA dollars in value if it's service area is outside the United States of America.

Bangor Hydro Electric Company here in New England in the neck of the woods where the late President Honorable Franklin D. Roosevelt seriously contemplated harnessing the ocean tides to provide electric power, has proposed Bangor Hydro Electric Company merge with a company in the Canadian maritime provinces, suggesting that Bangor Hydro Electric Company was rebuffed by if IDACORP Hon Directors in overtures to be merged by if IDACORP. In doing so, Bangor Hydro Electric Company implicates the Hon Directors of IDACORP in it's conspiracy to deceive stockholders, thereby violating the fiduciary duty all directors have to stockholders and other fiduciaries and beneficiaries.

The Supporting Statement reads as follows:

It's very important our Hon Directors explain to us it's posture on the matter so we shareholders may understand the troubles they must confront on this. XXXXXXXXXXXXX

The Proposal and Supporting Statement are attached hereto.

Grounds for Exclusion

As addressed more completely below, we believe that the Proposal and the Supporting Statement may be properly omitted from the 2001 Proxy Statement pursuant to the following rules:

(1) Rule 14a-8(i)(3)

The Proposal and Supporting Statement are contrary to the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy solicitations, as well as Rule 14a-5, which requires that information in proxy statements be clearly presented.

(2) Rule 14a-8(i)(2)

The Proposal, if implemented, could cause the Company to violate federal law.

(3) Rule 14a-8(i)(7)

The Proposal deals with a matter relating to the Company's ordinary business operations.

Discussion

I. Rule 14a-8(i)(3)Violation of Proxy Rules

The Proposal and Supporting Statement may be excluded under Rule 14a-8(i)(3), which prohibits material contrary to the Commission's proxy rules.

The Company believes that the Proposal and Supporting Statement violate both Rule 14a-9, in that they contain false and misleading statements, and Rule 14a-5, which requires that information provided in proxy statements be clearly presented.

Paragraph 2, sentence 1 of the Proposal includes the following language: "suggesting that Bangor Hydro Electric Company was rebuffed by if IDACORP Hon. Directors in overtures to be merged by if IDACORP." There is no basis in fact for this statementthe Company had no merger discussions with Bangor Hydro and therefore requests that this language be deleted. In addition, the reference to Bangor Hydro in IDACORP's proxy statement may well be misleading to shareholders since the purpose of the reference to Bangor Hydro is to make the erroneous suggestion of failed merger discussions between IDACORP and Bangor Hydro. This is completely false and misleading; therefore, we believe that the entire sentence may be eliminated as false and misleading.

In Paragraph 2, sentence 2, Proponent accuses Bangor Hydro and/or IDACORP of a conspiracy to deceive shareholders and of violating its fiduciary duty to its shareholders. The statement is entirely false, misleading and without any basis in fact whatsoever. IDACORP's directors deny any conspiracy or violation of fiduciary duties. This is exactly the sort of information that may be omitted pursuant to Rule 14a-9, Note (b):

Material which directly or indirectly impugns character, integrity or personal reputation, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.

In addition, the Staff in Northrop Corporation (February 27, 1973) allowed the omission of proposals that

implie[d], without any supporting factual information, that the company, its management and related persons have been engaging in trading manipulations in the company's securities... that the company has used a change in its fiscal accounting period to bury proof of poor management performance... and that the management has planted questions to be asked at stockholder meetings.

In Northrop, the proponent suggested that corporate executives conspired "to distort the true value of the securities and management's capability," breached fiduciary duties and engaged in price manipulation. The proponent also insinuated that management had deliberately altered its fiscal year in order to conceal indications of poor management performance and further sought to preclude the management from "planting" questions posed at stockholder meetings, which implied that management had previously engaged in such conduct. See also General Magic, Inc., May 1, 2000 (allowing the exclusion under Rule 14a-8(i)(3) of an inflammatory proposal accusing the management of dishonesty and implying breaches of fiduciary duties).

Based on Rule 14a-9, Note(b) and the precedent of the no-action letters referenced above, we believe that the second sentence in paragraph 2 may be omitted as false and misleading.

In addition, Rule 14a-5(a) requires that information in a proxy statement be "clearly presented." The Proposal in the first paragraph is vague and indefinite. It does not include enough clear information for the Company to be able to implement without making assumptions regarding what the Proponent actually had in mind. For example, is the Proponent asking for a detailed discussion of merger negotiations, such as would be included in a proxy statement for a shareholder vote? Or is he asking for a brief summary of any merger negotiations? When would such disclosure have to be included in the proxy statement? Merger discussions that do not result in a signed merger agreement are generally never disclosed anywhere. Merger discussions that result in a signed merger agreement obviously involve significant corporate disclosure obligationsForms 8-K, press releases, proxy statements and registration statements, where shareholders must be given detailed information on the proposed transaction. Disclosure, such as Proponent requests in the regular 2001 proxy statement, would be, at best, redundant should an agreement to merge exist. In addition, Proponent appears to be distinguishing between merger negotiations with a domestic company and those with a foreign company. In today's world of cross-border transactions, the phrase "service area... outside the United States" is not easy to apply. With what companies would merger discussions have to be disclosed?

The second paragraph of the Proposal and the Supporting Statement add to the confusion. The second paragraph of the Proposal, as discussed above, does not provide any clarification of the proposed proxy report and instead launches into false and misleading statements about the Board of Directors. The Supporting Statement calls for the directors to explain their "posture on the matter" so that "shareholders may understand the troubles they must confront." This language makes the first part of the Proposal even more ambiguous and difficult to interpret. The Board would not know how to explain its "posture" so that shareholders may understand its "troubles". Any guess by the Board in an attempt to implement the Proposal would certainly vary from actions envisioned by at least some of the shareholders voting on the Proposal.

The Staff, in numerous no-action letters, has permitted the exclusion of shareholder proposals "involv[ing] vague and indefinite determinations... that neither the shareholders voting on the proposal nor the Company would be able to determine with reasonable certainty what measures the Company would take if the proposal was approved" (A.H. Belo Corp., January 29, 1998.) Such proposals were "inherently so vague and indefinite that neither the shareholders voting on the proposal, nor the Company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires" (Philadelphia Electric Company, July 30, 1992) or "so inherently vague and indefinite that shareholders voting on the proposal would not be able to determine with reasonable certainty what actions the Company would take under the proposal." (NYNEX Corporation, January 12, 1990) or "misleading because any action ultimately taken by the Company upon implementation of the proposal could be significantly different from the actions envisioned by shareholders voting on the proposal" (Wendy's International, Inc., February 6, 1990). See also Hershey Foods Corp., December 27, 1988, and Jos. Schlitz Brewing Co., March 21, 1977.

In addition, the Staff has on many occasions permitted the omission of such material submitted by this Proponent from other proxy statements. Last year, Proponent submitted another proposal to the Company, where the Staff concurred that it could be omitted pursuant to Rule 14a-8(i)(3) as vague and indefinite. See IDACORP, Inc., January 24, 2000. See also, e.g., Tri-Continental Corporation, available March 14, 2000 (allowing the omission of Proponent's proposal as vague, ambiguous and misleading), Northeast Utilities Service Company, January 19, 2000 and Dow Jones & Company, Inc., March 9, 2000.

The shareholders cannot be asked to guess exactly on what they are voting, and the Company and the shareholders could well have significantly different interpretations of the Proposal. The Company believes that the Proposal and the Supporting Statement are so inherently vague, ambiguous, indefinite and misleading that the elimination or addition of one or more sentences would not be sufficient to overcome these deficiencies.

Therefore, we believe that the entire Proposal and Supporting Statement may be omitted under Rule 14a-8(i)(3), as both a violation of Rule 14a-9, in that they contain false and misleading statements, and a violation of Rule 14a-5, in that they are vague and indefinite.

II. Rule 14a-8(i)(2)Implementing the Proposal Could Cause the Company to Violate Federal Law

Pursuant to Rule 14a-8(i)(2), the Proposal can properly be excluded because, if implemented, it could cause the Company to violate federal law.

SEC Regulation FD (Fair Disclosure) provides that when an issuer, or any person acting on its behalf, discloses material nonpublic information to certain persons (including holders of the issuer's securities, under circumstances in which it is reasonably foreseeable that the person will trade on the basis of the information disclosed), it must make public disclosure of such information, simultaneously or promptly.

The Proposal calls for the Company to disclose information that may well be material and nonpublic at the time of disclosure to Company shareholders. The disclosure would also be "intentional," as defined in Reg. FD. Therefore, it is our opinion that the Company would be in violation of Reg. FD unless it issued a press release or filed a Form 8-K simultaneously with the filing of the proxy statement. In addition, if the Company had to file a preliminary proxy statement, disclosure through a press release or Form 8-K would have to be made at the time of the preliminary filing to avoid a violation of Reg. FD.

Both the proxy statement disclosure and the Reg. FD disclosure could cause a number of other problems for the Company, including premature disclosure of confidential discussions. The Company could also be in violation of confidentiality agreements, which are customary in merger discussions. This could subject the Company to suit for breach of contract as well as liability for damages and could result in aborted transactions. In addition, disclosure could lead to completely unnecessary stock volatility.

In addition, communications with shareholders and the public in connection with mergers are highly regulated under the federal securities laws. While the SEC amendments in this area (Release 33-7760 (October 22, 1999)) permit increased communications and were intended to reduce selective disclosure, compliance with the new rules requires filing of written communications relating to proposed business combinations. It is our opinion that if the Company disclosed merger negotiations in the proxy statement, it would be in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934, unless it made filings, on the date of first use, of the "written communications" included in the proxy statement, as required by Rule 165(a) and Rule 425 under the 1933 Act and Rule 14a-12 under the 1934 Act.

Noncompliance with filing the disclosure could be a Section 5 violation. Compliance with the filing requirements could subject the Company to potential liability for such disclosure under Rule 10b-5 and Section 12(a)(2), perhaps in situations where no merger would ever take place.

Accordingly, we believe that the entire Proposal may be omitted under Rule 14a-8(i)(2), since its implementation could cause the Company to violate federal law.

III Rule 14a-8(i)(7)Matters That Relate to the Ordinary Business of the Company

Pursuant to Rule 14a-8(i)(7), the Proposal can be excluded because it addresses general matters that relate to the conduct of the ordinary business of the Company. In the past, the Staff has consistently allowed the exclusion of these proposals, provided that they do not have significant policy, economic or other implications inherent in them. The Staff has indicated that where, as is the case with the Proposal, a proposal would require the preparation of a report on a particular aspect of a registrant's business, the Staff will consider whether the subject matter of the report relates to the conduct of ordinary business operations. Where it does, the proposal, even though it requires only the preparation of a report and not the taking of any action with respect to such business operations, will be excludable. Securities Exchange Act Release No. 34-20091 (August 16, 1983). See also CVS Corporation, February 1, 2000 (allowing the exclusion of a proposal urging the yearly preparation of a business strategy report by the company).

In the 1998 release in which it adopted amendments to its rules on shareholder proposals, the Commission described the two central considerations upon which the policy underlying the ordinary business exclusion is based:

The first relates to the subject matter of the proposal. Certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight.... The second consideration relates to the degree to which the proposal seeks to "micro-manage" the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment. This consideration may come into play in a number of circumstances, such as where the proposal ... seeks to impose specific time-frames or methods for implementing complex policies.

Securities Exchange Act Release No. 34-40018 (May 21, 1998).

While approval of certain mergers is clearly within the discretion of shareholders, the negotiations pertaining to a possible merger are fundamental to management's ability to run the company and precisely the type of complex and fundamentally managerial task that do not warrant overreaching premature influence by shareholders. In addition, the Proposal's requirement to make disclosure in the 2002 proxy statement seeks to impose a specific time-frame for implementing this disclosure and this falls within the Commissioner's second basic consideration referred to above"micro-management", including "where the proposal ...seeks to impose specific time-frames." As the Delaware Federal District Court has pointed out:

The wisdom of passing on to stockholders approaches made to management concerning exchange or merger offers lies within the bona fide discretion of the directors. To make public every "casual" approach looking toward the joinder of two companies would in many instances be disconcerting to stockholders, occasion innumerable inquiries concerning the terms, the extent of the discussion, possibility of consummation and the like, and, perhaps play an important part in unfortunate gyrations of the market price of the stock.

Elgin Nat'l Industries, Inc. v. Chemetron Corp., 299 F. Supp. 367, 371 (D. Del. 1969).

Company management has an important interest in keeping discussions regarding potential mergers confidential, which can often include highly sensitive information; divulging this information could be extremely detrimental to the Company. The reporting mechanism suggested by the Proponent would require the dissemination of such information to a broad audience. The release of information about a merger negotiation falls under the ambit of ordinary business judgment, and we believe that proposals that interfere with the management's judgment in this arena may properly be omitted.

Therefore, we request that the Staff affirm that the Proposal and Supporting Statement may be excluded from the Company's 2001 Proxy Statement under Rule 14a-8(i)(7).

Conclusion

For the reasons given above, we respectfully request that the Division not recommend enforcement action if the Proposal and Supporting Statement are omitted from the Company's 2001 Proxy Statement. If the Division should disagree with our position, we would appreciate the opportunity to confer with the Staff prior to a final determination of the response. The Company expects to file its definitive proxy materials on or about March 29, 2001.

If you need any additional information, please do not hesitate to call me at (212) 424-8662.

Sincerely yours,

Elizabeth W. Powers

Enclosures

cc: John J. Crapo

[APPENDIX]

October 12, 2000

John J. Crapo, Shareholder
PO Box 400151
Cambridge MA 02140-0002

Via Certified
Mail Article #
7099 3400 0018
9803 9665 Return
Receipt Requested Please

Idacorp Inc, Secretary
Mr. Robert W. Stahman, Esq
PO Box 70 Boise ID 83707-0070

Dear Idaho Power Co Secretary (Mr Stahman)

This is to you in your capacity as Corporate Secretary of Idacorp.

I am Owner of 220 Common shares of Idaho power company which I have owned continuously over one(01) year-as record owner of stock of Idacorps which I plan to continue to own until the adjournment of this year 2001 Annual meeting of share holders of Idacorp. I waste for purpose of submit ting my share holder proposal which I ask be printed in the proxy statement of the 2001 shareholder meeting I plan to present my shareholder proposal.

I send a copy of this shareholder proposal submission to the USA Securities and Exchange commission Division of Corporation Finance office of Chief Counsel and a copy to Bank orHydroElectric Company (Clerk Mr Landry)in each instance via certified mail return receipt requested.

Share Holder Proposal

Shareholders recommend that the Honourable Board of Directors ("Hon Board") of IDA Corp report to us in the proxy statement of 2002 annual meeting the parti-culars of each member discussion of IDACorp with any other publicly traded company or company with assets above ten million US(A) Dollars in value if it's service area is outside the United States of America

BangorHydro Electric Company here in New England in the neck of the Woods where the late President Honorable Franklin D. Roosevelt seriously contemplated harnessing the ocean tides to provide electric power, has proposed Bangor Hydro Electric Company merge with a company in the Canadian maritime provinces, suggesting that Bangor Hydro Electric Company was rebuffed by IDACorp Hon Directors in overtures to be merged by if IDACorp. In doing so Bangor-Hydro Electric Company implicates the HonDirectors of IDACorp in It's conspiracy to deceive stockholders, there by violating the kiduclary duty all directors have to stockholders and other fiduclaries and have ficiaries.

Supporting Statement

It's Very important our Hon Directors Explain to us it's posture on this matter so we share holders may understand the Troubles they must confront on this. Proposal concluded.

Sincerely,

John Jenning Gapo

Encl

CC with enclosures to Sec and BangorHydro Electric Co.

[STAFF REPLY LETTER]

January 9, 2001

Response of the Office of Chief Counsel

Division of Corporation Finance

Re: IDACORP, Inc.

Incoming letter dated November 30, 2000

The proposal recommends that the board of directors report details of merger discussions with any publicly traded company or any company with a specified dollar value of assets "if it's service area is outside the United States of America."

There appears to be some basis for your view that IDACORP may exclude the proposal under rule 14a-8(i)(3) as vague and indefinite. Accordingly, we will not recommend enforcement action to the Commission if IDACORP omits the proposal from its proxy materials in reliance on rule 14a-8(i)(3). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which IDACORP relies.

Sincerely,

Keir D. Gumbs
Attorney-Advisor