UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES |
EXCHANGE ACT OF 1934
For the quarterly period
ended September 30, 2002
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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EXCHANGE ACT OF 1934 |
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For the transition period from |
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Exact name of registrant as specified |
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in its charter, state of |
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I.R.S. Employer |
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Commission File |
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incorporation, address of principal executive |
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Identification |
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Number |
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offices, and telephone number |
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Number |
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1-14465 |
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IDACORP, Inc. |
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82-0505802 |
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1221 W. Idaho Street |
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Boise, ID 83702-5627 |
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Telephone: (208) 388-2200 |
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State of Incorporation: Idaho |
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None |
Former name, former address
and former fiscal year, if changed since last report.
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes X No ___
Number of shares of Common Stock outstanding
as of September 30, 2002: 37,853,573
PART II - OTHER
INFORMATION
Item
6. Exhibits and Reports on Form 8-K
Explanatory Note - Exhibits 99(a) and 99(b), which were
referenced in the exhibit list to the Form 10-Q, filed on November 8, 2002,
were inadvertently omitted from the filing.
They are filed herewith.
(a) Exhibits:
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Exhibit |
File Number |
As Exhibit |
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*2 |
333-48031 |
2 |
Agreement and Plan of Exchange between IDACORP, Inc., and IPC dated as of February 2, 1998. |
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*3(a) |
33-56071 |
3(d) |
Articles of Share Exchange, as filed with the Secretary of State of Idaho on September 29, 1998. |
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*3(b) |
333-64737 |
3.1 |
Articles of Incorporation of IDACORP, Inc. |
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*3(b)(i) |
333-64737 |
3.2 |
Articles of Amendment to Articles of Incorporation of IDACORP, Inc. as filed with the Secretary of State of Idaho on March 9, 1998. |
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*3(b)(ii) |
333-00139 |
3(b) |
Articles of Amendment to Articles of Incorporation of IDACORP, Inc. creating A Series Preferred Stock, without par value, as filed with the Secretary of State of Idaho on September 17, 1998. |
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*3(c) |
1-14465 |
3(h) |
Amended Bylaws of IDACORP, Inc. as of July 8, 1999. |
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*4(a) |
1-14465 |
4 |
Rights Agreement, dated as of September 10, 1998, between IDACORP, Inc. and Wells Fargo Bank Minnesota, N.A. as Successor Rights Agent. |
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*4(b) |
1-14465 |
4.1 |
Indenture for Senior Debt Securities dated as of February 1, 2001, between IDACORP, Inc. and Bankers Trust Company (now Deutsche Bank Trust Company Americas), as Trustee. |
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*4(c) |
1-14465 |
4.2 |
First Supplemental Indenture dated as of February 1, 2001, to Indenture for Senior Debt Securities dated as of February 1, 2001 between IDACORP, Inc. and Bankers Trust Company (now Deutsche Bank Trust Company Americas), as Trustee. |
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*10(a) 1 |
1-3198 |
10(n)(iv) |
The Revised Security Plan for Senior Management Employees - a non-qualified, deferred compensation plan effective August 1, 1996. |
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*10(b) 1 |
1-14465 |
10(n)(ii) |
The Executive Annual Incentive Plan for senior management employees of IPC effective January 1, 2001. |
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*10(c) 1 |
1-3198 |
10(n)(iii) |
The 1994 Restricted Stock Plan for officers and key executives of IDACORP, Inc. and IPC effective July 1, 1994. |
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*10(d) 1 |
1-14465 |
10(h)(iv) |
The Revised Security Plan for Board of Directors - a non-qualified, deferred compensation plan effective August 1, 1996, revised March 8, 1999. |
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*10(e) 1 |
1-14465 |
10(e) |
IDACORP, Inc. Non-Employee Directors Stock Compensation Plan as of May 17, 1999, as amended. |
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*10(f) |
1-3198 |
10(y) |
Executive Employment Agreement dated November 20, 1996 between IPC and Richard Riazzi. |
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*10(g) |
1-3198 |
10(g) |
Executive Employment Agreement dated April 12, 1999 between IPC and Marlene Williams. |
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*10(h) |
1-14465 |
10(h) |
Agreement between IDACORP, Inc. and Jan B. Packwood, J. LaMont Keen, James C. Miller, Richard Riazzi, Darrel T. Anderson, Bryan Kearney, Cliff N. Olson, Robert W. Stahman and Marlene K. Williams. |
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*10(i)1 |
1-14465 |
10(i) |
IDACORP, Inc. 2000 Long-Term Incentive and Compensation Plan, as amended. |
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12 |
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Statement Re: Computation of Ratio of Earnings to Fixed Charges. |
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12(a) |
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Statement Re: Computation of Supplemental Ratio of Earnings to Fixed Charges. |
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12(b) |
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Statement Re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. |
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12(c) |
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Statement Re: Computation of Supplemental Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements. |
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15 |
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Letter Re: Unaudited Interim Financial Information. |
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*21 |
1-14465 |
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Subsidiaries of IDACORP, Inc. |
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99(a) |
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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99(b) |
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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[1]
Compensatory Plan
(b) Reports on Form 8-K. The following reports on Form 8-K were filed
for the three months ended September 30, 2002.
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Items Reported |
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Date of Report |
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Item 9 - Regulation FD Disclosure |
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August 9, 2002 |
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Item 5 - Other Events and Regulation FD Disclosure |
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August 29, 2002 |
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Item 5 - Other Events and Regulation FD Disclosure and |
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September 9, 2002 |
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Item 7 - Financial Statements and Exhibits |
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* Previously filed and incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this amendment to be signed on its behalf by the undersigned
thereunto duly authorized.
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IDACORP, Inc. |
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(Registrant) |
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Date |
November 12, 2002 |
By: |
/s/ |
Jan B. Packwood |
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Jan B. Packwood |
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President and Chief Executive Officer |
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Date |
November 12, 2002 |
By: |
/s/ |
Darrel T. Anderson |
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Darrel T. Anderson |
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Vice President, Chief Financial |
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Officer and Treasurer |
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(Principal Financial Officer) |
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(Principal Accounting Officer) |
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I,
Jan B. Packwood, President and Chief Executive Officer, certify that:
1. I have reviewed the quarterly report on
Form 10-Q for the period ended September 30, 2002, as amended by Form 10-Q/A
(Amendment No. 1) of IDACORP, Inc.;
2.
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3.
Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4.
The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 (c) and 15d-14 (c)) for the registrant and we have:
a)
designed
such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b)
evaluated
the effectiveness of the registrant's disclosure controls and procedures as of
a date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c)
presented
in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5.
The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a)
all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
b)
any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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Date |
November 12, 2002 |
By: |
/s/ |
Jan B. Packwood |
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Jan B. Packwood |
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President and Chief Executive Officer |
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I,
Darrel T. Anderson, Vice President, Chief Financial Officer and Treasurer,
certify that:
1. I
have reviewed the quarterly report on Form 10-Q for the period ended September
30, 2002, as amended by Form 10-Q/A (Amendment No. 1) of IDACORP, Inc.;
2.
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3.
Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4.
The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 (c) and 15d-14 (c)) for the registrant and we have:
a)
designed
such disclosure controls and procedures to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared;
b)
evaluated
the effectiveness of the registrant's disclosure controls and procedures as of
a date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c)
presented
in this quarterly report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
5.
The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
function):
a)
all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and
b)
any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
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Date |
November 12, 2002 |
By: |
/s/ |
Darrel T. Anderson |
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Darrel T. Anderson |
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Vice President, Chief Financial |
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Officer and Treasurer |
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