Avista Corp. Board Proposes to Change to a Holding Company Structure
February 15 2006 - 4:30PM
PR Newswire (US)
Board Honors Retiring Director, Nominates New Director SPOKANE,
Wash., Feb. 15 /PRNewswire-FirstCall/ -- Avista Corp.'s (NYSE:AVA)
board of directors will ask company shareholders to approve a
change to Avista's corporate structure, resulting in the formation
of a holding company whose name is yet to be finalized. The holding
company would be the parent of Avista Utilities and all other
Avista subsidiaries. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040128/SFW031LOGO ) "The
formation of a holding company would enable all subsidiaries of the
new holding company, including Avista Utilities, to respond to the
changing business and regulatory environment in the energy industry
in a manner that best serves the interests of shareholders and
customers," said Gary G. Ely, Avista chairman, president and chief
executive officer. While the change to a holding company structure
would not have an impact on day-to-day operations for Avista
Utilities, it presents opportunities for even greater focus on
local service excellence and the delivery of reliable and
cost-competitive energy for our customers. The holding company
structure is a well-established form of organization for companies
engaging in multiple lines of business, and it is common in the
utility industry. The recent repeal of the Public Utility Holding
Company Act of 1935 removed certain restrictions on the formation
of a public utility holding company for corporations like Avista
that operate in more than one state. The proposal for restructuring
will be described for shareholders in the proxy statement to be
mailed in March 2006 and will be voted on at the annual meeting
scheduled for May 11, 2006. The holding company structure would be
accomplished by a statutory share exchange in which each
outstanding share of Avista common stock would be exchanged for one
share of holding company stock. A registration statement relating
to the holding company common stock has been filed with the
Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration becomes effective.
After the registration statement becomes effective, proxies will be
solicited for the 2006 annual meeting only by means of the proxy
statement- prospectus contained in the registration statement,
which will be furnished to holders of record of Avista common stock
as of March 10, 2006. Avista will file for regulatory approval from
the Federal Energy Regulatory Commission and the utility regulators
in Washington, Idaho and Oregon, conditioned on approval by
shareholders. If shareholders approve the proposal, and if state
and federal regulatory approvals are received, the holding company
structure could be implemented by year-end 2006. Director to
Retire, New Director Nominated David A. Clack, Spokane-area
businessman and Avista director for 18 years, will retire from the
Board of Directors at the company's May 11, 2006, annual meeting.
"At the board meeting, directors expressed their great appreciation
to Dave for his dedicated and excellent service to the company for
nearly two decades," said Ely. "We will miss his statesmanship and
his mature counsel on the board." Upon recommendation from the
Governance/Nominating Committee, the Board of Directors has
nominated Heidi B. Stanley to be elected as a director for a
three-year term. Ms. Stanley, age 48, has served as director, vice
chair and chief operating officer of Sterling Savings Bank,
Spokane, Wash., since October 2003. In her 20-year career in
banking, she has held progressively responsible positions of
leadership, starting as Sterling's public relations and
communications officer. In 2004, U.S. Banker Magazine named Ms.
Stanley one of the "Twenty-Five Women to Watch in Banking." Ms.
Stanley is the chair-elect of the Spokane Area Chamber of Commerce,
past chair of the Association of Washington Business, past chair of
the Spokane Area YMCA and vice chair of Washington Public Affairs
Network (TVW). She serves on the Board of Governors of the
Washington State University Foundation and is chair of the
Foundation Planning Committee. Ms. Stanley also serves on the
Eastern Washington Advisory Board of the Washington Policy Center
and America's Community Banker's (ACB) Strategic Planning
Committee, Governmental Affairs Committee, and is vice chair of the
ACB Membership Committee. Ms. Stanley graduated from Washington
State University with a Bachelor of Arts degree in Business
Administration. Avista Corp. is an energy company involved in the
production, transmission and distribution of energy as well as
other energy-related businesses. Avista Utilities is a company
operating division that provides service to 338,000 electric and
297,000 natural gas customers in three western states. Avista's
non-regulated subsidiaries include Avista Advantage and Avista
Energy. Avista Corp.'s stock is traded under the ticker symbol
"AVA." For more information about Avista, please visit
http://www.avistacorp.com/. NOTE: Avista Corp. and the Avista Corp.
logo are trademarks of Avista Corporation. This news release
contains forward-looking statements, including statements regarding
potential restructuring of the company. Such statements are subject
to a variety of risks, uncertainties and other factors, most of
which are beyond the company's control, and many of which could
have a significant impact on the company's operations, results of
operations and financial condition, and could cause actual results
to differ materially from those anticipated. For a further
discussion of these factors and other important factors, please
refer to the company's Annual Report on Form 10-K for the year
ended Dec. 31, 2004 and Quarterly Report on Form 10-Q for the
quarter ended Sept. 30, 2005. The forward-looking statements
contained in this news release speak only as of the date hereof.
The company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances that
occur after the date on which such statement is made or to reflect
the occurrence of unanticipated events. New factors emerge from
time to time, and it is not possible for management to predict all
of such factors, nor can it assess the impact of each such factor
on the company's business or the extent to which any such factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statement.
First Call Analyst: FCMN Contact: debbie.simock@avistacorp.com
http://www.newscom.com/cgi-bin/prnh/20040128/SFW031LOGO
http://photoarchive.ap.org/ DATASOURCE: Avista Corp. CONTACT:
media, Catherine Markson, +1-509-495-2916, or , or investors, Jason
Lang, +1-509-495-2930, or , both of Avista, or 24/7 Media Access,
+1-509-495-4174 Web site: http://www.avistacorp.com/
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