<PAGE>
FILED PURSUANT TO RULE 424(B)4
REG. NO. 33-56085
1,750,000 SHARES
[LOGO]
NEVADA POWER COMPANY
COMMON STOCK
------------------
The Common Stock of Nevada Power Company (the "Company") is listed on the
New York Stock Exchange and the Pacific Stock Exchange under the symbol "NVP."
On November 2, 1994, the last reported sale price of the Common Stock on the New
York Stock Exchange Composite Tape was $19 1/2 per share.
------------------------
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. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
Per Share......................... $19.50 $.64 $18.86
Total............................. $34,125,000 $1,120,000 $33,005,000
Total Assuming Full Exercise of
Over-Allotment Option(3).......... $39,000,000 $1,280,000 $37,720,000
<FN>
(1) See "Underwriting."
(2) Before deducting expenses estimated at $140,000, which are payable by the
Company.
(3) Assuming exercise in full of the 45-day option granted by the Company to
the Underwriters to purchase up to an aggregate of 250,000 additional
shares, on the same terms, solely to cover over-allotments. See
"Underwriting."
</TABLE>
------------------------
The shares of Common Stock are offered by the Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the Underwriters, and subject
to their right to reject orders in whole or in part. It is expected that
delivery of the Common Stock will be made in New York City on or about November
9, 1994.
------------------------
PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
----------------
The date of this Prospectus is November 2, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK AND PACIFIC STOCK EXCHANGES, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
-------------------
AVAILABLE INFORMATION
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"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at its principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: New York Regional Office, 7 World
Trade Center, New York, N.Y. 10048; and Chicago Regional Office, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained
at prescribed rates by writing to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. This Prospectus does not contain all
of the information set forth in the Company's registration statement and
exhibits thereto filed with the Commission of which this Prospectus is part and
to which reference is hereby made. Copies of such registration statement and
exhibits may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the charges prescribed by the Commission.
The Company's outstanding Common Stock is listed on the New York Stock
Exchange and the Pacific Stock Exchange (Symbol: "NVP"). Reports, proxy
statements and other information concerning the Company may be inspected at the
offices of such Exchanges.
-------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference the following documents
on file with the Commission:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, (the "1993 10-K") File No. 1-4698; and
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994, File No. 1-4698.
All documents hereafter filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
offered hereby, shall be deemed to be incorporated herein and to be a part
hereof from the respective dates of filing thereof.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of the documents incorporated by reference herein,
except for exhibits to such documents (unless such exhibits are specifically
incorporated by reference into any of the documents incorporated by reference).
Requests should be directed by mail to: Richard C. Schmalz, Director, Treasury,
Nevada Power Company, P.O. Box 230, Las Vegas, Nevada 89151, or by telephone,
(702) 367-5608.
2
<PAGE>
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN
THIS PROSPECTUS AND IN THE DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE
IN THIS PROSPECTUS.
THE COMPANY
<TABLE>
<S> <C>
Business.......................................... Electric utility
Service Area...................................... Las Vegas, Nevada and vicinity in Southern Nevada
Population of Service Area (at December 31, 916,000
1993)...........................................
Customers (at September 30, 1994)................. 422,213
1993 Electric Energy Sources...................... Coal, 46%; Gas and oil, 3%; Purchased power, 51%
</TABLE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by the Company............... 1,750,000 shares*
Common Stock to be Outstanding after Offering..... 44,730,874 shares*
Use of Proceeds................................... To be used for construction and general corporate purposes
Listed............................................ New York Stock Exchange and Pacific Stock Exchange
Stock Exchange Symbol............................. NVP
Price Range from January 1, 1994 through November
2, 1994......................................... High - $24 3/8 Low - $17 1/8
Closing Price on New York Stock Exchange Composite
Tape on November 2, 1994........................ $19 1/2
Current Indicated Annual Dividend Rate............ $1.60 ($.40 quarterly)
<FN>
- ------------------------------
* Assuming the Underwriters' over-allotment option is not exercised.
</TABLE>
SELECTED FINANCIAL AND OPERATING INFORMATION
(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
12 MONTHS ENDED
-------------------------------------------------------------------------
DECEMBER 31, SEPTEMBER 30,
------------------------------------------------------- ---------------
1990(2) 1991(3) 1992(4) 1993 1994(5)
----------- ----------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:(1)
Electric Revenues................................. $ 492,321 $ 546,411 $ 600,915 $ 651,772 $ 753,182
Operating Expenses and Taxes...................... 418,630 468,984 500,793 543,303 639,259
Operating Income.................................. 73,691 77,427 100,122 108,469 113,923
Net Income........................................ 24,992 35,176 56,780 73,548 81,175
Earnings Available for Common Stock............... 22,075 32,296 52,518 69,562 77,197
Earnings Per Average Common Share................. .78 1.05 1.47 1.76 1.84
Dividends Paid Per Common Share................... 1.58 1.60 1.60 1.60 1.60
Average Common Shares Outstanding................. 28,330 30,855 35,652 39,482 42,029
ELECTRIC SALES (MEGAWATT HOURS)(1).................. 9,619,723 9,834,952 10,541,204 11,155,270 11,846,967
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
1994 AS ADJUSTED(6)
----------------------- -----------------------
<S> <C> <C> <C> <C>
CAPITALIZATION:
Short-Term Debt and Current Maturities.............................. $ 57,635 3.9% $ 57,635 3.8%
Long-Term Debt...................................................... 692,927 46.5 692,927 45.4
Cumulative Preferred Stock with Mandatory Sinking Funds............. 4,063 .3 4,063 .3
Cumulative Preferred Stock.......................................... 38,000 2.5 38,000 2.5
Common Shareholders' Equity......................................... 698,714 46.8 731,579 48.0
------------ ------ ------------ ------
Total Capitalization.............................................. $ 1,491,339 100.0% $ 1,524,204 100.0%
------------ ------ ------------ ------
------------ ------ ------------ ------
<FN>
- ------------------------------
(1) Certain prior period amounts have been reclassified, with no effect on net
income or common shareholders' equity, to conform with the current period
presentation.
(2) Reflects a provision of $12.9 million net of taxes or approximately $.46
per share for the fourth quarter of 1990 for a proposed disallowance by the
Public Service Commission of the State of Nevada (the "PSC") relating to
the 1985 outage at the Mohave Generating Station and a $4.3 million charge
net of taxes or approximately $.15 per share for a write-off of investments
in coal leases and related costs. The $.46 per share and $.15 per share
amounts are based on Average Common Shares Outstanding for the twelve
months ended December 31, 1990. A more detailed discussion of these
provisions appears in the 1993 10-K.
(3) Reflects a write-off of $3.8 million net of taxes or approximately $.12 per
share for the fourth quarter of 1991 attributable to the order of the PSC
effective November 12, 1991. The $.12 per share amount is based on Average
Common Shares Outstanding for the twelve months ended December 31, 1991.
(4) Reflects a write-off of $4.5 million net of taxes or approximately $.13 per
share for the fourth quarter of 1992, for certain deferred amounts
including costs related to a faulty cooling tower at Reid Gardner
Generating Station. The $.13 per share amount is based on Average Common
Shares Outstanding for the twelve months ended December 31, 1992.
(5) On July 6, 1994, the PSC approved a stipulation which, among other things,
completely resolved the replacement power case from the 1985 Mohave
Generating Station outage. As a part of the stipulation, $11 million of the
reserved $17.4 million previously collected from customers for fuel and
purchased power costs and interest will be refunded to customers through a
reduction in the deferred energy cost balance. The balance of $4.2 million
net of taxes or approximately $.10 per share was reflected as other income
for the second quarter of 1994. The $.10 per share amount is based on
Average Common Shares Outstanding for the twelve months ended June 30,
1994. A more detailed discussion of these provisions appears in the
Company's 10-Q for the quarter ended June 30, 1994.
(6) Reflects the receipt of the estimated net proceeds of $32.865 million from
this offering, assuming the Underwriters' over-allotment option is not
exercised.
</TABLE>
3
<PAGE>
THE COMPANY
The Company, incorporated under the laws of Nevada in 1929, is an operating
public utility engaged in the electric utility business in the City of Las Vegas
and vicinity in Southern Nevada.
As of September 30, 1994, the Company served 422,213 customers in its
service area which has a population of approximately 916,000. For the year 1993,
the Company's electric energy requirements came from the following sources: coal
- -- 46%; natural gas and oil -- 3%; purchased power -- 51%.
Growth in the Company's service territory is continuing at a rapid pace. The
Company's customer base grew at an annualized rate of 6.1% during the first nine
months of 1994 and at annual rates of 5.4%, 4.6% and 5.3% during 1993, 1992 and
1991, respectively. Kilowatthour sales during the first nine months of 1994 were
8.0% greater than during the corresponding period in 1993.
The principal executive offices of the Company are located at 6226 West
Sahara Avenue, Las Vegas, Nevada 89102. The telephone number is (702) 367-5000.
USE OF PROCEEDS
The net proceeds of approximately $33 million from the sale of the Common
Stock offered hereby will be used primarily for construction and general
corporate purposes, including the repayment of any amounts incurred for those
purposes that are outstanding under the Company's bank revolving credit
facility. Amounts currently outstanding under the Company's bank revolving
credit facility bear interest at the lender's prime rate. See "Construction and
Financing Program."
CONSTRUCTION AND FINANCING PROGRAM
The Company is engaged in a continuing program to extend and enlarge its
facilities to meet current and future loads on its system.
The Company's actual construction expenditures for 1992 and 1993 were $179
million and $173 million, respectively. Currently estimated construction
expenditures, including Allowances for Funds Used During Construction, for 1994
and 1995 are $175 million and $200 million, respectively. The Company's
construction program and estimated expenditures are subject to continuing review
and are revised from time to time due to various factors, including, but not
limited to, the rate of load growth, escalation of construction costs, types and
availability of fuel, changes in environmental regulations, adequacy of rate
relief and the Company's ability to raise necessary capital.
To meet capital expenditure requirements through 1995, the Company plans to
use internally generated cash, short-term borrowings under its bank revolving
credit facility, proceeds from the sale of tax-exempt industrial development
revenue bonds and the proceeds from the sale of Common Stock, including Common
Stock sold under the Stock Purchase and Dividend Reinvestment Plan, discussed
below.
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company has paid cash dividends on its Common Stock in every quarter
since the Common Stock was first sold publicly in 1954. The Company's $125
million two-year bank revolving credit agreement (expiring December 31, 1994)
requires the maintenance of common equity of no less than the sum of $475
million plus 50% of the net cash proceeds of Common Stock issued after January
11, 1993. At September 30, 1994, the Company was required to maintain common
equity in the amount of $541 million under the foregoing provision and the
Company's common equity was $698.7 million.
In addition, the Company's First Mortgage Bond Indenture provides that the
Company may not (i) pay any dividends on any shares of its stock, (ii) make any
other distribution on any shares of its stock or (iii) purchase or redeem any
shares of its stock for an amount in excess of the net proceeds of the sale of
shares of its stock sold after March 31, 1953, except to the extent that the
payment for such purposes, when added to all such prior payments made since
March 31, 1953, will not exceed the net earnings of the
4
<PAGE>
Company from March 31, 1953 to the date of such payment. At September 30, 1994,
retained earnings of the Company in the approximate amount of $133.5 million was
unrestricted as to the payment of dividends under the Indenture.
Future dividends will depend on future earnings, including the Company's
ability to obtain appropriate rate treatment, the cash position and financial
condition of the Company and other factors. At current dividend rates, after
giving effect to the issuance of the shares in this offering (assuming the
Underwriters' over-allotment option is not exercised), the Company's quarterly
dividend payments on its outstanding Common Stock and Preferred Stock would be
approximately $19 million.
The Company's Stock Purchase and Dividend Reinvestment Plan permits holders
of its Common Stock and Cumulative Preferred Stock to invest optional cash
payments of up to $25,000 per quarter and reinvest dividends in additional
shares of the Common Stock. The prospectus describing the Plan and an
authorization card are available upon request to: Nevada Power Company, 6226
West Sahara Avenue, Las Vegas, Nevada 89102, Attn: Shareholder Services.
The Company's Common Stock is traded on the New York Stock Exchange and the
Pacific Stock Exchange. The range of the high and low sales prices of the Common
Stock, as reported by THE WALL STREET JOURNAL as New York Stock Exchange --
Composite Transactions, and dividends paid per share are as follows for the
periods indicated:
<TABLE>
<CAPTION>
PRICE RANGE DIVIDENDS
-------------------- PAID PER
HIGH LOW SHARE
--------- --------- -------------
<S> <C> <C> <C>
1992
First Quarter............................................................ $ 19 7/8 $ 18 5/8 $ .40
Second Quarter........................................................... 19 1/8 17 7/8 .40
Third Quarter............................................................ 22 5/8 18 1/2 .40
Fourth Quarter........................................................... 24 21 5/8 .40
1993
First Quarter............................................................ $ 25 $ 22 5/8 $ .40
Second Quarter........................................................... 25 3/4 24 .40
Third Quarter............................................................ 26 3/4 24 5/8 .40
Fourth Quarter........................................................... 26 1/4 22 1/2 .40
1994
First Quarter............................................................ $ 24 3/8 $ 21 1/4 $ .40
Second Quarter........................................................... 22 1/4 17 1/8 .40
Third Quarter............................................................ 21 1/2 18 7/8 .40
Fourth Quarter (through November 2, 1994)................................ 20 3/4 19 3/8 .40
</TABLE>
The last reported sale price of the Common Stock on the New York Stock
Exchange Composite Tape on November 2, 1994 was $19 1/2.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 70,000,000 shares of
Common Stock, par value $1.00 per share; 4,500,000 shares of Cumulative
Preferred Stock, par value $20.00 per share, issuable from time to time in
series; and 1,000,000 shares of Preference Stock, par value $20.00 per share,
issuable from time to time in series. As of October 14, 1994, there were
42,980,874 shares of Common Stock outstanding.
The information set forth below is summarized from the Restated Articles of
Incorporation of the Company and the Company's Rights Agreement.
DIVIDENDS
Holders of Common Stock are entitled to dividends declared by the Board of
Directors, subject to the rights of any outstanding Cumulative Preferred Stock
and Preference Stock to cumulative dividends thereon.
5
<PAGE>
VOTING RIGHTS
Holders of Common Stock are entitled to one vote per share on all matters
which arise at any meeting of shareholders of the Company.
The holders of Cumulative Preferred Stock and Preference Stock have no
voting rights, except that, if at any time six or more quarterly dividends shall
be in arrears, (i) on any Cumulative Preferred Stock, the holders of Cumulative
Preferred Stock, voting as a class, are entitled to elect the number of
directors necessary to constitute one less than a majority of the Board of
Directors; or (ii) on any Preference Stock, the holders of Preference Stock,
voting as a class, are entitled to elect two directors.
PROVISIONS RELATING TO CHANGE IN CONTROL
The Company's Restated Articles of Incorporation contain provisions that
could have the effect of delaying, deferring or preventing a change in control
of the Company. These provisions are summarized below:
CORPORATE GOVERNANCE PROVISIONS. These provisions establish the
classification of directors into three classes, as nearly equal in number of
directors as possible, each class serving for three years, with one class being
elected each year. The Restated Articles of Incorporation currently provide (i)
that the authorized number of directors may range from a minimum of three to a
maximum of twelve, as determined from time to time by the directors, and there
are currently eleven directors authorized (divided into classes of four, four
and three); (ii) that directors can be removed only (x) for cause by the
affirmative vote of the holders of two-thirds of the Company's outstanding
shares of capital stock entitled to vote generally in the election of directors
(the "Voting Stock") or (y) otherwise by the affirmative vote of the holders of
80% of the Company's Voting Stock; (iii) that vacancies on the Board of
Directors can be filled by a majority vote of the remaining directors then in
office, even though less than a quorum, except that, if a person or entity
which, with its affiliates and associates, beneficially owns 5% or more of the
Company's Voting Stock (a "Related Person") then exists, vacancies resulting
from the death, resignation or removal of a Continuing Director (as defined
below) may only be filled by (x) the vote of a majority of the remaining
Continuing Directors or (y) the affirmative vote of the holders of 80% of the
Company's Voting Stock; (iv) that advance notice of shareholder nominations for
the election of directors be given and that certain information be provided with
respect to such nominee and the shareholder making the nomination; (v) that
special meetings of shareholders may only be called by a majority of the
Continuing Directors or the chief executive officer of the Company; and (vi)
that amendments to any of the above provisions require, in addition to the
approval of the Board of Directors and any shareholder vote ordinarily required
under Nevada law, approval (x) by a majority of the Continuing Directors or (y)
by the affirmative vote of the holders of 80% of the Company's Voting Stock. A
"Continuing Director" is defined in the Restated Articles of Incorporation as a
director who is (A) not a Related Person or affiliated with a Related Person and
(B) either (aa) was a director on February 11, 1988 or (bb) became a director
subsequent to such date and was recommended, elected or nominated by a majority
of the Continuing Directors.
SUPERMAJORITY VOTE REQUIREMENT. The Supermajority Vote Requirement
provisions are designed to protect the Company and its shareholders from
unfavorable Business Combinations (as defined below) initiated by a Related
Person. The Supermajority Vote Requirement provisions (i) require an affirmative
vote, in addition to any vote required under Nevada law, of the holders of not
less than 80% of the Company's voting stock for Business Combinations involving
the Company and any Related Person, unless the Business Combination is approved
by a majority of the Continuing Directors, and (ii) require an affirmative vote
of the holders of not less than 80% of the Company's voting stock to alter,
amend, repeal or rescind the Supermajority Vote Requirement provisions. The term
"Business Combination" is defined in the Restated Articles of Incorporation to
consist of certain transactions with a Related Person, including, without
limitation, mergers, consolidations, dispositions of assets and the issuance of
securities.
RIGHTS AGREEMENT
Pursuant to a Rights Agreement dated as of October 15, 1990 (the "Rights
Agreement"), each outstanding share of Common Stock as of the date of this
Prospectus is attached to and trades together with one Right, and, upon
issuance, each share of Common Stock offered hereby will also be attached to and
6
<PAGE>
trade together with one Right. The Rights are designed to assure that all
shareholders receive fair and equal treatment in any takeover of the Company and
to protect shareholders from partial tender offers and other abusive takeover
tactics to gain control of the Company without payment of a fair price to
shareholders. A summary of the Rights and a copy of the Rights Agreement may be
obtained upon request to: Nevada Power Company, 6226 West Sahara Avenue, Las
Vegas, Nevada 89102, Attn.: Shareholder Services.
LIQUIDATION RIGHTS
Subject to the satisfaction of all prior claims and the rights of all issues
of Cumulative Preferred Stock and the Preference Stock, the remaining assets
available for distribution to shareholders are distributable to holders of
Common Stock.
MISCELLANEOUS
The outstanding shares of Common Stock, Cumulative Preferred Stock and
Preference Stock are fully paid and nonassessable and the shares of Common Stock
being offered hereby, when issued and outstanding, will be fully paid and
nonassessable. No shareholder of the Company has any preemptive right to acquire
additional shares of capital stock of the Company of any class or any rights of
conversion. Shares of Common Stock are not subject to redemption.
LISTING
The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange. Application has been made for the listing on such exchanges of
the shares of Common Stock offered hereby.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement between
the Company and the Underwriters, the Underwriters have severally agreed to
purchase from the Company the number of shares of Common Stock set forth
opposite their names below:
<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
- ----------------------------------------------------------------------------------------------- -----------------
<S> <C>
PaineWebber Incorporated....................................................................... 875,000
Dean Witter Reynolds Inc. ..................................................................... 875,000
-----------------
Total...................................................................................... 1,750,000
-----------------
-----------------
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
thereunder are subject to approval of certain legal matters by counsel for the
Company and to various other conditions. The nature of the Underwriters'
obligations is such that, if any of the foregoing shares of Common Stock are
purchased by the Underwriters, all such shares must be so purchased. A copy of
the form of Underwriting Agreement is an exhibit to the Registration Statement
of which this Prospectus is a part.
The Company has granted an option to the Underwriters, exercisable during
the 45-day period following the date of this Prospectus, to purchase up to
250,000 shares of Common Stock, at the public offering price, less the
underwriting discounts and commissions. The Underwriters may exercise the option
only to cover over-allotments, if any, incurred in the sale of the shares of
Common Stock offered hereby.
The Company has been advised that the Underwriters propose to offer the
shares of Common Stock to the public initially at the public offering price set
forth on the cover page of this Prospectus and to certain selected dealers at
such public offering price less a concession not in excess of $.375 per share.
The Underwriters may allow, and the selected dealers may re-allow, a concession,
not in excess of $.10 a share, to certain other dealers. After the initial
offering to the public, the offering price and other selling terms may be
changed.
The Company and its executive officers and directors have agreed that they
will not issue, sell, offer to sell or otherwise dispose of any shares of Common
Stock, or rights to acquire such shares, for a period of 90 days after the date
of this Prospectus without the prior written consent of the Underwriters, except
for the
7
<PAGE>
issuance of shares by the Company (i) pursuant to the Company's Stock Purchase
and Dividend Reinvestment Plan or (ii) for the benefit of participants in the
Company's employee investment plan under Section 401(k) of the Internal Revenue
Code of 1986, as amended.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments that the Underwriters may be required to make in
respect thereof.
LEGAL OPINIONS
Certain legal matters with respect to the validity of the Common Stock
offered hereby will be passed upon for the Company by Mr. Richard L. Hinckley,
Vice President, Secretary and General Counsel for the Company, and by Best, Best
& Krieger, Riverside, California. Certain legal matters will be passed upon for
the Underwriters by Jones, Day, Reavis & Pogue, Chicago, Illinois. For the
purposes of their opinions, Best, Best & Krieger and Jones, Day, Reavis & Pogue
will rely on the opinion of Mr. Hinckley as to all matters governed by the laws
of the State of Nevada.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's 1993 Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
8
<PAGE>
- -------------------------------------------
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- -------------------------------------------
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Prospectus Summary............................. 3
The Company.................................... 4
Use of Proceeds................................ 4
Construction and Financing Program............. 4
Common Stock Dividends and Price Range......... 4
Description of Common Stock.................... 5
Underwriting................................... 7
Legal Opinions................................. 8
Experts........................................ 8
</TABLE>
1,750,000 SHARES
NEVADA POWER COMPANY
COMMON STOCK
[LOGO]
----------------
PROSPECTUS
----------------
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
------------
November 2, 1994
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