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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1994
REGISTRATION NO. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEVADA POWER COMPANY
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
88-0045330
(I.R.S. EMPLOYER IDENTIFICATION NO.)
6226 WEST SAHARA AVENUE, LAS VEGAS, NEVADA 89102, TELEPHONE (702)367-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES A. LENZIE, CHAIRMAN OF THE BOARD, NEVADA POWER COMPANY
P. O. BOX 230, LAS VEGAS, NEVADA 89151, TELEPHONE (702)367-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ___
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. _X_
COPIES TO:
GLEN E. STEPHENS, ESQ.
BEST, BEST & KRIEGER
P.O. BOX 1028
RIVERSIDE, CALIFORNIA 92502
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed
Maximum Proposed
Title of Each Offering Maximum
Class of Amount Price Aggregate Amount of
Securities to to be Per Offering Registration
Be Registered Registered Unit(1) Price Fee
- ----------------------------------------------------------------------------
Common Stock,
par value $1 per share. 2,000,000 shares $20.875 $41,750,000 $14,396.55
============================================================================
(1)ESTIMATED PURSUANT TO RULE 457(C) SOLELY FOR THE PURPOSE OF
CALCULATING THE REGISTRATION FEE ON THE BASIS OF THE AVERAGE OF THE HIGH
AND LOW PRICES OF THE REGISTRANT'S COMMON STOCK REPORTED ON THE
CONSOLIDATED TAPE ON AUGUST 8, 1994.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PURSUANT TO RULE 429, THE PROSPECTUS FILED HEREWITH ALSO RELATES TO
REGISTRATION STATEMENT NO. 33-55698 FILED WITH THE COMMISSION BY THE NEVADA
POWER COMPANY ON DECEMBER 14,1992.
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PROSPECTUS
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NEVADA POWER COMPANY NP
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
2,165,753 SHARES OF COMMON STOCK, PAR VALUE $1 PER SHARE
--------------------
Participation in the Stock Purchase and Dividend Reinvestment Plan
(the "Plan") of Nevada Power Company (the "Company") is made available as
set forth herein. The Plan provides shareholders of the Company's Common
and Cumulative Preferred Stocks with a means of reinvesting cash dividends
in shares of the Company's Common Stock. All shareholders, as well as
customers and employees of the Company, may also utilize the Plan to
purchase shares of the Company's Common Stock through optional cash
payments, without payment of any brokerage commission or service charge.
Pursuant to the provisions of the Plan, shares of Common Stock may be
purchased directly from the Company or, at the discretion of the Company,
may be purchased in whole or in part on the open market. Shares of Common
Stock purchased directly from the Company will be issued at the closing
price of the Company's Common Stock on the Consolidated Tape (New York
Stock Exchange Composite Transactions) on the investment date. Shares of
Common Stock purchased on the open market will be purchased at the average
cost of such shares. Brokerage commissions incurred with the purchase of
such shares will be borne by the Company.
8,800,000 shares of the Company's Common Stock have been heretofore
registered under the Plan, of which 8,634,247 shares had been sold as of
August 1, 1994. This Prospectus relates to 165,753 shares of the
Company's authorized and unissued shares of common stock heretofore
registered under the Plan and to an additional 2,000,000 shares of the
Company's authorized and unissued shares of Common Stock to be sold under
the Plan.
It is suggested that this Prospectus be retained for future reference.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is August __, 1994.
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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, 75 Park Place, 14th Floor, New York, N.Y. 10007;
Chicago Regional Office, Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained at
prescribed rates by writing to the Securities and Exchange 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 (Symbol: "NVP") and the Pacific Stock Exchange. 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 year ended
December 31, 1993, File No. 1-4698 1993;
(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 1994.
All documents hereafter filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
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 by reference and to be a part hereof from the
respective dates of filing thereof.
The Company will furnish without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by
reference herein, except for the 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: Shareholder Services Department, Nevada Power Company, P.O. Box 98669,
Las Vegas, Nevada 89193-8669, or by telephone, 1 (800) 344-9239.
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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. 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.
NEVADA POWER COMPANY
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
1. PURPOSE
The purpose of the Stock Purchase and Dividend Reinvestment Plan is
to provide participants in the Plan (a "Participant") with a simple and
convenient method of purchasing shares of the Company's Common Stock
("Shares") WITHOUT PAYMENT OF ANY BROKERAGE COMMISSION OR SERVICE CHARGE.
2. PLAN ADMINISTRATION
The Company will act as agent and administer the Plan on behalf of
Participants. The Company will maintain records, send statements of
account to Participants and perform other duties relating to the Plan.
Shares purchased under the Plan will be held by the Company as custodian
for the Participants and are registered in the name of the Company as
custodian or its nominee. The Company also serves as transfer agent for
the Stock. For Plan information, questions or transactions, contact:
Nevada Power Company
Shareholder Services Department
P.O. Box 98669
Las Vegas, NV 89193-8669
1-800-344-9239 (8:00 am - 5:00 pm PST)
3. ELIGIBLE PARTICIPANTS
The following are all eligible to participate in the Plan:
1) ALL SHAREHOLDERS OF RECORD OF THE COMPANY'S COMMON OR PREFERRED
STOCK (A "SHAREHOLDER OF RECORD"). A Shareholder of Record is one
whose Company's preferred or common stock ("Company Stock")
certificates are registered in the shareholder's name.
2) CUSTOMERS OF THE COMPANY (A "CUSTOMER"). A Customer is any
person, partnership, firm, corporation, organization, agency or
other entity currently being billed, directly or indirectly, for
electric services provided by the Company.
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3) EMPLOYEES OF THE COMPANY (AN "EMPLOYEE").
4) ANY OWNER OF SHARES OF COMPANY STOCK WHOSE SHARES ARE
REGISTERED IN NAMES OTHER THAN THEIR OWN (E.G. STREET NAME, BROKER
OR BANK NOMINEE) (AN "OTHER SHAREHOLDER").
Enrollment and participation in the Plan depends upon a
Participant's status as a Shareholder of Record, a Customer, an
Employee or an Other Shareholder. (See Section 4, "Enrollment and
Participation"). If at any time a Participant no longer qualifies as
a Customer or an Employee, but is a shareholder of Company Stock,
participation may be continued as a shareholder.
4. ENROLLMENT AND PARTICIPATION
A. SHAREHOLDER OF RECORD
A Shareholder of Record may enroll in the Plan by completing a
Shareholder Enrollment Form and returning it to the Company. The minimum
cash investment is $25 per investment; the maximum investment is $25,000
per calendar quarter.
B. CUSTOMER
A Customer may enroll in the Plan by completing an Enrollment Form
and returning it to the Company together with an initial cash investment of
at least $25. The maximum investment is $25,000 per calendar quarter.
C. EMPLOYEE
An Employee may enroll in the Plan by completing an Enrollment Form
and returning it to the Company together with an initial cash investment
form or a Payroll Deduction Authorization Form. The minimum cash
investment is $25 per investment; the maximum investment is $25,000 per
calendar quarter.
D. OTHER SHAREHOLDERS
Other Shareholders may become Participants by contacting the Company
at 1-800-344-9239 for enrollment information and by furnishing proof of
current ownership. The minimum cash investment is $25 per investment; the
maximum investment is $25,000 per calendar quarter.
5. ENROLLMENT FORMS
A. SHAREHOLDER ENROLLMENT FORM. Shareholders of Record must
complete a Shareholder Enrollment Form to participate in the Plan.
Shareholder Enrollment Forms can be obtained from the Company. In order
for the Company to act upon a Shareholder Enrollment Form prior to the
payment of the next declared dividend, it must receive the form at least
fifteen days prior to the date upon which such dividend is paid.
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The Shareholder Enrollment Form allows a Participant to enroll in the
Plan and to:
(1) Reinvest all dividends; or,
(2) Receive cash dividends on all Shares held on account by Nevada
Power Company (partial reinvestment is allowed only on stock certificates);
or,
(3) Receive cash dividends on stock that has been issued in
certificate form (not held by Nevada Power Company). A Participant may
also indicate that cash dividends are to be paid on a specified number of
Shares - to be indicated by the Participant on the enrollment form.
Dividends will be reinvested on the remaining shares.
B. THE ENROLLMENT FORM. Customers, Employees and Other Shareholders
must complete an Enrollment Form to participate in the Plan. Enrollment
Forms can be obtained from the Company. The Enrollment Form directs the
Company to purchase Shares for the Customer, Employee or Other Shareholder
which shall be held in the Plan.
6. OPTIONAL CASH PAYMENTS
Cash payments to acquire Shares under the Plan may be made by any
Participant. The amount of such payments by a Participant is limited to a
minimum of $25 per each investment and a maximum of $25,000 per calendar
quarter. Optional cash payments may be made by sending either a check or
money order payable to the Company. Each payment must be accompanied by a
cash payment form furnished by the Company. A cash payment form will
accompany each periodic statement of a Participant's account.
OPTIONAL CASH PAYMENTS MUST NOT BE INCLUDED WITH PAYMENTS FOR UTILITY
SERVICE BILLINGS.
A Shareholder Enrollment Form or an Enrollment Form which is received
by the Company will be effective for cash payments on the next investment
date and all following investment dates until the Participant withdraws
from the Plan, as discussed below, or until a new enrollment form is
submitted. The investment dates for cash payments are the 1st business day
of each month and the 15th of each month (each an "Investment Date"). If
the 15th of the month is not a business day, the investment date will be
the previous business day. Cash investments must be received by the
Shareholder Services department no later than 5:00 pm on the day prior to
the Investment Date. Any cash payment received from a Participant on or
after an investment date will be held interest free until the next
investment date, and then will be used to purchase new Shares on that
investment date. A Participant who has made a cash payment that is held by
the Company pending investment may obtain its return by making a written
request. This request must be received by the Company by the last business
day prior to the day in which the investment would occur. A Participant is
not required to send in the same amount of cash each month or to make a
cash payment every month. Since the market price of the Shares to be
purchased with cash payments is not determined until the investment date,
Participants may not specify the exact number of Shares to be purchased
with such payments.
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Shares purchased through cash payments under the Plan on or before
any record date for the payment of dividends will be entitled to the
dividends to which such record date relates.
7. SHARE PURCHASES AND DIVIDEND REINVESTMENT
All funds held under the Plan whether from reinvested dividends or
optional cash payments will be used to purchase Shares based upon the
purchase price as set forth below. Each Participant's account will be
credited with that number of Shares, including fractions computed to three
decimal places. At the discretion of the Company, Shares may be purchased
directly from the Company or may be purchased on the open market. The
investment date for reinvested dividends is the payment date declared for
the Stock. Historically, Common Stock dividends have been paid on the
first business day of February, May, August and November. Preferred Stock
dividends have historically been paid on the first business day of January,
April, July and October.
8. PURCHASE PRICE OF SHARES
A. PURCHASED FROM THE COMPANY
The price of Shares purchased from the Company on an investment date
will be the closing price for such Shares on the Consolidated Tape (New
York Stock Exchange Composite Transactions) on that date, or the next
preceding day on which the Exchange is open for trading if it is closed on
the investment date. If there were no reported sales of Shares on the
Exchange on that date, then the price of Shares will be the closing price
for such Shares on the Exchange on the last prior day on which any such
sales were reported. THERE IS NO BROKERAGE COMMISSION OR SERVICE CHARGE
FOR THE PURCHASE OF SHARES FROM THE COMPANY UNDER THE PLAN.
B. PURCHASED ON THE OPEN MARKET
The price of Shares purchased on the open market under the Plan will
be the average cost of such Shares incurred in connection with the purchase
of such Shares from the day of the last investment date through the
business day prior to the next investment date ("Investment Period"). The
price per Share will be determined by averaging the cost of all Shares
purchased during the applicable Investment Period plus any Shares remaining
from the prior investment period. BROKERAGE COMMISSIONS INCURRED WITH THE
PURCHASE OF SUCH SHARES WILL BE BORNE BY THE COMPANY.
9. PARTICIPANT REPORTS
Each Participant will receive a statement each time Shares are
allocated to the Participant's Plan account. The statements will be sent
within 15 business days after the investment date. These statements are a
Participant's continuing record of the cost of purchases and should be
retained for income tax purposes.
The top portion of the statement must be sent to the Company with any
additional cash investments. It also can be used to change an address or
to withdraw Plan Shares. (See Section 10, "Withdrawals").
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In addition, each Participant will receive copies of the same
communications sent to every other shareholder of Shares of Common Stock,
including the Company's annual report, notice of annual meeting and proxy
statement, and income tax information for reporting dividends earned.
10. WITHDRAWALS
A request for withdrawal form is included on the back of the Plan
statement of account which can be used by Participants to either (1)
withdraw all or a portion of the Participant's Shares from the Plan while
remaining a Participant or (2) withdraw from the Plan altogether. Requests
to either withdraw Shares from the Plan or withdraw from the Plan must be
submitted to the Company in writing and signed by all Participants listed
on the particular account for which a withdrawal is requested. Any request
for withdrawal may be rescinded if written notification is received by the
Company in time to allow a reasonable opportunity to act upon it.
A. WITHDRAWING SHARES FROM THE PLAN (WHILE REMAINING A PARTICIPANT).
Participants may withdraw Shares from the Plan and remain
Participants in the Plan in one of two ways. A Participant may submit a
written request to withdraw whole Shares from the Plan at any time by
either (1) having such Shares delivered to the Participant in Certificate
form or (2) by requesting the Company to sell the Participant's Shares.
All Share withdrawals from the Plan will be processed on dates determined
by the Company, within the first ten business days of each month.
(1) STOCK CERTIFICATE REQUESTS
A Participant may request a stock certificate be delivered to him or
her for any number of whole Shares held in the Participant's Plan account.
THIS REQUEST MUST BE MADE IN WRITING AND BE SIGNED BY ALL PARTICIPANTS
LISTED ON THE ACCOUNT. Unless directed in writing, dividends will continue
to be paid as originally noted on the enrollment form. Certificates will
be issued in the Participant's name as it appears on the Participant's Plan
account.
(2) REQUEST TO SELL PARTICIPANT'S SHARES
A Participant may request that the Company sell any number of whole
and/or fractional Shares held in the Participant's Plan account. THE
REQUEST MUST BE MADE IN WRITING AND BE SIGNED BY ALL PARTICIPANTS LISTED ON
THE ACCOUNT. Sale of the Shares will be conducted through an independent
fiduciary institution designated by the Company. A Participant's request
to sell Plan Shares will be combined with other Participants' requests and
will be sold on the New York Stock Exchange. The sale price of all of the
Shares sold for Participants at such time will be the average of the prices
at which all the Shares are sold. Proceeds from the sale, LESS BROKERAGE
FEES AND TRANSFER TAXES, will be forwarded to the Participant. The price
of the Shares may go down as well as up between the date a request to sell
is received and the date upon which the shares are sold. Withdrawals of
this type will be processed on dates determined by the Company, within the
first ten business days of each month.
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B. PARTICIPANT WITHDRAWAL FROM PLAN (CLOSE ACCOUNT).
A Participant may withdraw from the Plan and close the Participant's
Plan account with the Company by submitting a withdrawal form to the
Company. Upon withdrawal from the Plan, a Participant may request to
either (1) receive a Stock Certificate for all of the Participant's Shares
held in the Plan and a check for the fractional Share sold or (2) request
the Company to sell all Shares held in the Participant's Plan account.
(1) STOCK CERTIFICATE REQUESTS
A withdrawing Participant may, in connection with closing a Plan
account, request a stock certificate for all whole Shares and a check for
fractional Shares held in the Participant's Plan account. THE REQUEST MUST
BE MADE IN WRITING AND BE SIGNED BY ALL PARTICIPANTS LISTED ON THE ACCOUNT.
The certificate and check for fractional Shares will be issued in the
Participant's name as it appears on the Participant's Plan account. Such
withdrawals will be processed on dates determined by the Company, within
the first ten business days of each month.
Participation in the Dividend Reinvestment and Stock Purchase Plan
will stop and cash dividends will be paid beginning with the next declared
dividend. If a Participant wishes to re-enroll in the Stock Purchase Plan
the Participant must contact the Company for a Shareholder Enrollment Form
or Enrollment Form.
(2) REQUEST TO SELL PARTICIPANT'S SHARES
A withdrawing Participant may request that all whole and/or
fractional Shares be sold in connection with closing the Participant's Plan
account. THE REQUEST MUST BE MADE IN WRITING AND BE SIGNED BY ALL
PARTICIPANTS LISTED ON THE ACCOUNT. Sale of the Shares will be conducted
through an independent fiduciary institution designated by the Company. A
Participant's request to sell Plan Shares will be combined with other
Participants' requests and will be sold on the New York Stock Exchange.
The sale price of the Shares sold for Participants will be the average of
the prices at which all the Shares are sold. Proceeds from the sale, LESS
BROKERAGE FEES AND TRANSFER TAXES, will be forwarded to the Participant.
Withdrawals will be processed on dates determined by the Company, within
the first ten business days of each month.
Participants should realize that the price of the Shares may go up or
down between the date a request to sell is received and the date upon which
the Shares are sold.
If a Participant sells or transfers all certificates for Shares of
the Company's Common or Preferred Stock registered in the Participant's
name, the Company will continue to pay or to reinvest dividends from Shares
held in the Participant's account under the Plan as originally noted on the
enrollment form unless directed to do otherwise in writing. THIS REQUEST
MUST BE MADE IN WRITING AND BE SIGNED BY ALL PARTICIPANTS LISTED ON THE
ACCOUNT.
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11. RIGHTS OFFERING, STOCK DIVIDENDS OR STOCK SPLITS
Holders of the Company's Common Stock, including Participants holding
Shares under the Plan, have no preemptive rights to purchase or
subscription rights to securities of the Company. However, in the event of
a rights offering by the Company, rights certificates to be issued to a
Participant will be based upon the Participant's total Share holding in the
Company, including Shares credited to the Participant's account under the
Plan, provided, however, that rights based upon a fraction of a Share held
in the Participant's account will be sold for the Participant's account and
the proceeds invested as a cash payment on the next common stock dividend
payment date. Any stock dividends or split shares distributed by the
Company on Shares credited to the account of a Participant under the Plan
will be added to the Participant's account. Stock dividends or split
shares distributed on stock certificates registered in the name of the
Participant will be mailed directly to the Participant.
12. VOTING RIGHTS
If on the record date for a meeting of stockholders there are Shares
credited to the account of a Participant, the Participant will be sent the
proxy material furnished to all holders of the Company's Common Stock for
said meeting. If the Participant signs and returns an executed proxy, it
will be voted with respect to all whole and fractional Shares credited to
the account of the Participant. In the alternative, a Participant may vote
all of his or her Shares in person if the Participant attends the meeting.
13. LIABILITY
The Company, in administering the Plan, shall not be liable for any
act or omission to act taken in good faith, including without limitation
any claim of liability arising out of failure to terminate a Participant's
account upon such Participant's death prior to receipt in writing of notice
of such death.
14. TERMINATION
The Company reserves the right to modify, suspend or terminate the
Plan at any time.
15. NONASSIGNABILITY
The interest of a Participant in the Plan may not be hypothecated or
assigned, either voluntarily or by operation of law.
16. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
The Company's obligation to offer, issue or sell Shares shall be
subject (a) to the Company's obtaining any necessary approval,
authorization and consent from any regulatory authority having
jurisdiction, and from any stock exchange on which the Company's Common
Stock may then be listed, and (b) to the condition that at the time of
offer, issuance or sale the price at which such Shares are being offered,
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issued or sold shall be at least equal to the then par value of the stock
being offered, issued or sold.
OTHER MATTERS PERTAINING TO PARTICIPATION IN THE PLAN
A Participant's interest in the Plan may be affected by certain
federal tax considerations and by the Company's Rights Agreement all as
described below.
FEDERAL TAX CONSIDERATIONS
Each Participant will be treated for federal income tax purposes as
having received on the dividend payment date a distribution equal to the
full fair market value of the Shares purchased, even though cash which
otherwise would have been received as a dividend is instead applied to the
purchase of additional Shares for his or her account.
Each Participant will not realize any taxable income when the
Participant receives certificates for whole Shares credited to the
Participant's account under the Plan. However, such Participants who
receive a cash adjustment for a fraction of a Share previously credited to
the Participant's account will realize a long or short-term capital gain or
loss with respect to such fraction. A long or short-term capital gain or
loss also will be realized by the Participant after withdrawal from the
Plan through a sale of stock credited to the Participant's account under
the Plan. The amount of such gain or loss will be the difference between
the amount which the Participant receives for the Participant's Shares or
fraction of a Share and the tax basis thereof. In order to determine the
tax basis for Shares or any fraction of a Share credited to a Participant's
account under the Plan and for other tax consequences, the Participant is
advised to consult with the Participant's tax advisors.
The Company offers the foregoing discussion for general information
only. Participants are advised to consult with their own tax advisors for
complete and detailed information relating to their specific situations.
The statements of account sent to Participants should be retained for this
purpose.
COMPANY'S RIGHTS AGREEMENT
Pursuant to a Rights Agreement dated as of October 15, 1990 (the
"Rights Agreement"), each outstanding Share of the Company's Common Stock
as of the date of this Prospectus is attached to and trades together with
one Right, and, upon issuance, each Share acquired by a Participant under
the Plan will also be attached to and 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
from: Nevada Power Company, P. O. Box 98669, Las Vegas, Nevada 89193-8669,
Attn: Shareholder Services Department.
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USE OF PROCEEDS
The net proceeds from the sale of the Common Stock, par value $1 per
share, offered pursuant to the Plan may be used in connection with the
Company's construction program or added to working capital.
LEGAL OPINIONS
The validity of the Common Stock 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, 3750 University Avenue,
Riverside, California. For the purposes of their opinion, Messrs. Best,
Best & Krieger, may rely on the opinion of Mr. Hinckley as to matters
governed by the law of the State of Nevada.
EXPERTS
The financial statements and financial statement schedules
incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche, 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.
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PROSPECTUS GUIDE SECTION NEVADA POWER COMPANY
WHAT IS THE PURPOSE OF
THE PLAN? 1
WHO DO I CONTACT FOR
INFORMATION? 2
WHO IS ELIGIBLE TO
PARTICIPATE? 3 NP
HOW DO I ENROLL IN THE
PLAN? 4
HOW DO I INVEST? 6
HOW MUCH CAN I INVEST? 6 2,165,753 SHARES
COMMON STOCK
WHAT ARE THE INVESTMENT DATES? 6 ($1.00 PAR VALUE)
HOW MANY SHARES WILL I GET? 7
WHO PAYS BROKERAGE COMMISSIONS
ON PURCHASES? 8
WHAT IS THE PRICE OF THE STOCK
I PURCHASE? 8
PROSPECTUS
WILL I BE SENT A STATEMENT? 9
HOW DO I SELL SHARES HELD
IN THE PLAN? 10
HOW DO I GET MY STOCK
CERTIFICATES? 10
HOW DO I CLOSE MY ACCOUNT? 10
STOCK PURCHASE
HOW DO I GET CASH DIVIDENDS? 10 AND
DIVIDEND REINVESTMENT
PLAN
THIS TABLE IS TO ASSIST YOU IN
FINDING ANSWERS TO QUESTIONS
COMMONLY ASKED ABOUT THE PLAN.
PROSPECTIVE INVESTORS SHOULD
READ THE ENTIRE PROSPECTUS
CAREFULLY.
AUGUST __, 1994
13
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee.......... $14,397
New York Stock Exchange listing fee.......................... 1,500
Pacific Stock Exchange listing fee........................... 5,000
Printing, engraving and postage expenses..................... 12,000
Legal fees................................................... 5,000
Accounting fees.............................................. 2,000
Miscellaneous................................................ 1,000
-------
Total................................................... $40,897
=======
ITEM 16. LIST OF EXHIBITS.
(1) 4.1 Restated Articles of Incorporation, filed November 7, 1978.
(1) 4.2 Amendment to Restated Articles of Incorporation, filed May 20, 1980.
(2) 4.3 Amendment to Restated Articles of Incorporation, filed May 31, 1983.
(3) 4.4 Amendment to Restated Articles of Incorporation, filed May 12, 1986.
(4) 4.5 Amendment to Restated Articles of Incorporation, filed May 12, 1987.
(5) 4.6 Amendment to Restated Articles of Incorporation, filed June 10,1988.
(6) 4.7 Amendment to Restated Articles of Incorporation, filed May 23, 1989.
(7) 4.8 Amendment to Restated Articles of Incorporation, filed June 8, 1992.
(8) 4.9 Restated Bylaws, as amended January 10, 1991.
(9) 4.10Rights Agreement dated as of October 15, 1990 between Manufacturers
Hanover Trust Co. and the Company.
5.1 Opinion of Best, Best & Krieger.
23.1 Consent of Richard L. Hinckley (included in Part II of this
Registration Statement).
23.2 Consent of Best, Best & Krieger (included in Part II of this
Registration Statement).
23.3 Consent of Deloitte & Touche (included in Part II of this
Registration Statement).
- ----------------
NOTE: Where the number of an Exhibit is preceded by a number in
parenthesis, such exhibit is not physically filed herewith but
rather is incorporated in this Registration Statement and made a
part hereof by reference to the described and designated Exhibit
in the applicable filing of which such Exhibit physically was a
part, which filing is designated by such number in the following
table.
Symbol Form File No.
------ ---- --------
(1) S- 7 2-65097
(2) S-16 2-67853
(3) S- 3 33-4567
(4) S- 3 33-1554
(5) 10-K 1-4698 1988
(6) S- 8 33-32372
(7) S- 3 33-55698
(8) 10-K 1-4698 1990
(9) 8- A 1-4698 1990
14
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INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Chapter 78 of the Nevada Revised Statutes, the Company may
indemnify its directors and officers under certain circumstances. Although
the Company has undertaken no such indemnification, it has, as permitted by
Section 78.751(7) of Nevada Revised Statutes, purchased policies of general
liability insurance, insuring the Company and its directors and officers
against certain liabilities, not including any liability incurred under the
Securities Act of 1933.
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provision, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by the Company is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
UNDERTAKINGS
The Company hereby undertakes that, for purposes of determining
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference herein shall be
deemed to be a new registration statement relating to the Common Stock
offered herein, and the offering of the Common Stock at that time shall be
deemed to be the initial bona fide offering thereof.
The Company further undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement, including (but
not limited to) any addition or deletion of a managing
underwriter;
15
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<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
16
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas and State of Nevada on
the 12th day of August, 1994.
NEVADA POWER COMPANY
By CHARLES A. LENZIE
---------------------------------------------
(Charles A. Lenzie, Chairman of the Board and
Chief Executive Officer)
POWER OF ATTORNEY
Know All Men By These Presents, that each individual whose signature
appears below constitutes and appoints Charles A. Lenzie and Steven W.
Rigazio, and each of them, his true and lawful attorneys in fact and agents
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys in fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys in fact and agents, or any
of them, or their or his substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
(1) Principal Executive Officer
CHARLES A. LENZIE Chairman of the Board
- ------------------------ and Chief Executive August 12, 1994
(Charles A. Lenzie) Officer
(2) Principal Financial and
Principal Accounting Officer
STEVEN W. RIGAZIO Vice President, Finance
- ------------------------ and Planning, Treasurer, August 12, 1994
(Steven W. Rigazio) Chief Financial Officer
17
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<PAGE>
(3) Directors
JAMES CASHMAN III Director August 12, 1994
- ----------------------------
(James Cashman III)
MARY LEE COLEMAN Director August 12, 1994
- ----------------------------
(Mary Lee Coleman)
FRED D. GIBSON, JR. Director August 12, 1994
- ----------------------------
(Fred D. Gibson, Jr.)
JOHN L. GOOLSBY Director August 12, 1994
- ----------------------------
(John L. Goolsby)
JERRY HERBST Director August 12, 1994
- ----------------------------
(Jerry Herbst)
JAMES C. HOLCOMBE Director August 12, 1994
- ----------------------------
(James C. Holcombe)
CONRAD L. RYAN Director August 12, 1994
- ----------------------------
(Conrad L. Ryan)
FRANK E. SCOTT Director August 12, 1994
- ----------------------------
(Frank E. Scott)
A. M. SMITH Director August 12, 1994
- ----------------------------
(A. M. Smith)
J. A. TIBERTI Director August 12, 1994
- ----------------------------
(J. A. Tiberti)
18
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Exhibit 23.1
CONSENT OF COUNSEL
I hereby consent to the use of my name as Vice President, Secretary
and General Counsel of the Company wherever it appears in the Registration
Statement, including the Prospectus constituting a part thereof, and all
amendments thereof.
RICHARD L. HINCKLEY
Las Vegas, Nevada
August 12, 1994
19
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<PAGE>
Exhibit 23.2
CONSENT OF COUNSEL
We hereby consent to all references to our Firm included in or made a
part of this Registration Statement, and all amendments thereto.
BEST, BEST & KRIEGER
Riverside, California
August 12, 1994
20
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Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Nevada Power Company on Form S-3 of our reports dated February
10, 1994 appearing in and incorporated by reference in the Annual Report on
Form 10-K of Nevada Power Company for the year ended December 31, 1993 and
we also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche
Las Vegas, Nevada
August 10, 1994
21
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EXHIBIT INDEX
Exhibit
- -------
4.1 Restated Articles of Incorporation, filed November 7, 1978.*
4.2 Amendment to Restated Articles of Incorporation, filed May 20, 1980.*
4.3 Amendment to Restated Articles of Incorporation, filed May 31, 1983.*
4.4 Amendment to Restated Articles of Incorporation, filed May 12, 1986.*
4.5 Amendment to Restated Articles of Incorporation, filed May 12, 1987.*
4.6 Amendment to Restated Articles of Incorporation, filed June 10, 1988.*
4.7 Amendment to Restated Articles of Incorporation, filed May 23, 1989.*
4.8 Amendment to Restated Articles of Incorporation, filed June 8, 1992.*
4.9 Restated Bylaws, as amended January 10, 1991.*
4.10 Rights Agreement dated as of October 15, 1990 between Manufacturers
Hanover Trust Co. and the Company.*
5.1 Opinion of Best, Best & Krieger.
23.1 Consent of Richard L. Hinckley (included in Part II of this
Registration Statement).
23.2 Consent of Best, Best & Krieger (included in Part II of this
Registration Statement).
23.3 Consent of Deloitte & Touche (included in Part II of this Registration
Statement).
- -----------------
*Incorporated by reference.
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22
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<PAGE>
Exhibit 5.1
BEST, BEST & KRIEGER
400 Mission Square
3750 University Avenue
Post Office Box 1028
Riverside, CA 92502-1028
August 12, 1994
Nevada Power Company
6226 West Sahara Avenue
Las Vegas, NV 89102
Ladies and Gentlemen:
At your request, we have examined the form of
Registration Statement, including the documents incorporated
therein by reference, to be filed by you with the Securities
and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 2,000,000
shares of common stock (the "Common Stock"), par value $1.00
per share. We are familiar with the proceedings taken and
proposed to be taken by you in connection with the proposed
authorization, issuance and sale of the Common Stock.
It is our opinion that, subject to such proceedings
being taken and completed by you as now contemplated prior
to said issuance and sale, the Common Stock, when issued and
sold in the manner referred to in the Registration
Statement, will constitute your legally issued, fully paid,
nonassessable and validly outstanding securities.
We consent to the use of this opinion as an exhibit to
said Registration Statement and to the use of our name
wherever it appears therein, including the Prospectus
constituting a part thereof, and any amendments thereof.
Respectfully submitted,
Best, Best & Krieger
G:\SEC\S-3DRIP\EXHIB5-1.DOC
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