<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
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:
AS SOON AS PRACTICABLE AFTER THIS 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. / /
COPIES TO:
<TABLE>
<S> <C>
GLEN E. STEPHENS, ESQ. ROBERT A. YOLLES, ESQ.
BEST, BEST & KRIEGER JONES, DAY, REAVIS & POGUE
P. O. BOX 1028 77 WEST WACKER DRIVE
RIVERSIDE, CALIFORNIA 92502 CHICAGO, ILLINOIS 60601-1692
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) PRICE (2) FEE
<S> <C> <C> <C> <C>
Common Stock, 2,000,000
par value $1 per share...... shares $20.4375 $40,875,000 $14,094.83
<FN>
(1) Includes an option granted by the Company to the Underwriters to purchase
an aggregate of 250,000 additional shares, on the same terms, solely to
cover over-allotments.
(2) 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 October
14, 1994.
</TABLE>
-------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 19, 1994
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 October 18, 1994, the last reported sale price of the Common Stock on the New
York Stock Exchange was $20 1/4 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......................... $ $ $
Total............................. $ $ $
Total Assuming Full Exercise of
Over-Allotment Option(3).......... $ $ $
<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 ,
1994.
------------------------
PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
----------------
The date of this Prospectus is , 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 (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 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 June 30, 1994)...................... 416,954
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..... 44,701,571 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 October
18, 1994........................................ High - $24 3/8 Low - $17 1/8
Closing Price on New York Stock Exchange on
October 18, 1994................................ $20 1/4
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, JUNE 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 $ 717,086
Operating Expenses and Taxes...................... 418,630 468,984 500,793 543,303 607,903
Operating Income.................................. 73,691 77,427 100,122 108,469 109,183
Net Income........................................ 24,992 35,176 56,780 73,548 77,186
Earnings Available for Common Stock............... 22,075 32,296 52,518 69,562 73,835
Earnings Per Average Common Share................. .78 1.05 1.47 1.76 1.78
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 41,573
ELECTRIC SALES (MEGAWATT HOURS)(1).................. 9,619,723 9,834,952 10,541,204 11,155,270 11,385,284
</TABLE>
<TABLE>
<CAPTION>
AS OF JUNE 30, 1994 AS ADJUSTED(6)
----------------------- -----------------------
<S> <C> <C> <C> <C>
CAPITALIZATION:
Short-Term Debt and Current Maturities.............................. $ 86,328 5.8% $ 57,328 3.9%
Long-Term Debt...................................................... 695,485 46.9 695,485 46.8
Cumulative Preferred Stock with Mandatory Sinking Funds............. 4,184 .3 4,184 .2
Cumulative Preferred Stock.......................................... 38,000 2.6 38,000 2.6
Common Shareholders' Equity......................................... 657,633 44.4 691,633 46.5
------------ ------ ------------ ------
Total Capitalization.............................................. $ 1,481,630 100.0% $ 1,486,630 100.0%
------------ ------ ------------ ------
------------ ------ ------------ ------
<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 approximately $34
million from this offering, assuming the over-allotment option is not
exercised, and the application of $29 million to the repayment of all
Short-Term Debt outstanding as of June 30, 1994.
</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 June 30, 1994, the Company served 416,954 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 6.5% during the first six
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 six months of 1994 were
4.5% 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 estimated net proceeds of approximately $34 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 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 June 30, 1994, the Company was required to maintain common equity
in the amount of $537 million under the foregoing provision and the Company's
common equity was $657.6 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 June 30, 1994,
retained earnings of the Company in the approximate amount of $101.1 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 October 18, 1994)................................ 20 3/4 19 5/8
</TABLE>
The last reported sale price of the Common Stock on the New York Stock
Exchange on October 18, 1994 was $20 1/4.
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 3, 1994, there were
42,951,571 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.......................................................................
Dean Witter Reynolds Inc. .....................................................................
-----------------
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 has been filed as 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 $ per share. The
Underwriters may allow, and the selected dealers may re-allow, a concession, not
in excess of $ 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>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
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.
------------
, 1994
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE DISTRIBUTION
The estimated expenses in connection with the offering of the Common Stock
are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $ 14,095
NASD filing fee................................................... 4,588
New York Stock Exchange listing fee............................... 7,000
Pacific Stock Exchange listing fee................................ 5,000
Printing, engraving and postage expense........................... 30,000
Legal fees and expenses........................................... 35,000
Blue Sky fees and expenses (including legal fees)................. 10,000
Accounting fees and expenses...................................... 30,000
Miscellaneous..................................................... 4,317
---------
TOTAL..................................................... $ 140,000
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 78.037 of the Nevada General Corporation Law, the
Company has included in its Restated Articles of Incorporation a provision which
states that a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director or officer, except to the extent such limitation of liability is
prohibited by Nevada General Corporation Law as the same exists or may hereafter
be amended. Section 78.037 currently provides that any such provision may not
eliminate or limit the liability of a director or officer for (a) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law; or (b) the payment of dividends in violation of the Nevada General
Corporation Law.
As permitted by Section 78.751 of the Nevada General Corporation Law,
Article VIII of the Company's Bylaws provides for the indemnification by the
Company, including suits brought by or on behalf of the Company, of each
director, officer, employee or agent thereof to the fullest extent permitted by
Nevada law.
As permitted by the Nevada General Corporation Law and Article VIII of the
Company's Bylaws, the Company has entered into indemnity agreements with its
directors and officers that provide for indemnification of such individuals to
the fullest extent permitted under Nevada law, and the Company maintains general
liability insurance for its directors and officers against certain liabilities.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<C> <C> <S>
1 1.1 Form of Underwriting Agreement.
2 4.1 Restated Articles of Incorporation, filed November 7, 1978.
3 4.2 Amendment to Restated Articles of Incorporation, filed May 19, 1980.
4 4.3 Amendment to Restated Articles of Incorporation, filed May 31, 1983.
5 4.4 Amendment to Restated Articles of Incorporation, filed May 12, 1986.
6 4.5 Amendment to Restated Articles of Incorporation, filed May 12, 1987.
7 4.6 Amendment to Restated Articles of Incorporation, filed June 10, 1988.
8 4.7 Amendment to Restated Articles of Incorporation, filed May 23, 1989.
9 4.8 Amendment to Restated Articles of Incorporation, filed June 8, 1992.
10 4.9 Rights Agreement dated as of October 15, 1990 between Manufacturers Hanover
Trust Co. and the Company.
1 4.10 Restated Bylaws, as amended January 14, 1993.
5.1 Opinion of Best, Best & Krieger (included in Part II of this Registration
Statement).
23.1 Consent of Deloitte & Touche LLP (included in Part II of this Registration
Statement).
23.2 Consent of Richard L. Hinckley (included in Part II of this Registration
Statement).
23.3 Consent of Best, Best & Krieger (included in Part II of this Registration
Statement).
24.1 Power of Attorney (included in Part II of this Registration Statement).
</TABLE>
- ------------------------
NOTE: Where the number of an Exhibit is preceded by a number, 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.
<TABLE>
<CAPTION>
NUMBER FORM FILE NO. NUMBER FORM FILE NO.
- ------------- --------- ------------- ------------- --------- -------------
<C> <C> <S> <C> <C> <C>
1 S-3 33-61608 6 S-3 33-15554
2 S-7 2-65097 7 10-K 1-4698 1988
3 S-16 2-67853 8 S-8 33-32372
4 10-K 1-4698 1983 9 S-3 33-55698
5 S-3 33-4567 10 8-A 1-4698 1990
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Act"), each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant, the
registrant 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, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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 registrant 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(a)(1) or (4) or
497(h) under the Act shall be deemed to be a part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
II-2
<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 19th day of
October, 1994.
NEVADA POWER COMPANY
By /s/ 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
Chairman of the
/s/ CHARLES A. LENZIE Board
- ------------------------------------- and Chief Executive October 19, 1994
(Charles A. Lenzie) Officer
(2) PRINCIPAL FINANCIAL AND
PRINCIPAL ACCOUNTING OFFICER
Vice President and
/s/ STEVEN W. RIGAZIO Treasurer,
- ------------------------------------- Chief Financial October 19, 1994
(Steven W. Rigazio) Officer
(3) DIRECTORS
/s/ JAMES CASHMAN III
- ------------------------------------- Director October 19, 1994
(James Cashman III)
/s/ MARY LEE COLEMAN
- ------------------------------------- Director October 19, 1994
(Mary Lee Coleman)
/s/ FRED D. GIBSON, JR.
- ------------------------------------- Director October 19, 1994
(Fred D. Gibson, Jr.)
II-3
<PAGE>
/s/ JOHN L. GOOLSBY
- ------------------------------------- Director October 19, 1994
(John L. Goolsby)
/s/ JERRY HERBST
- ------------------------------------- Director October 19, 1994
(Jerry Herbst)
/s/ JAMES C. HOLCOMBE
- ------------------------------------- Director October 19, 1994
(James C. Holcombe)
/s/ CONRAD L. RYAN
- ------------------------------------- Director October 19, 1994
(Conrad L. Ryan)
/s/ FRANK E. SCOTT
- ------------------------------------- Director October 19, 1994
(Frank E. Scott)
/s/ A. M. SMITH
- ------------------------------------- Director October 19, 1994
(A. M. Smith)
/s/ J. A. TIBERTI
- ------------------------------------- Director October 19, 1994
(J. A. Tiberti)
II-4
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Nevada Power Company on Form S-3 of the reports of Deloitte & Touche dated
February 10, 1994 (March 11, 1994 as to the fourth paragraph of Note 7)
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 to the reference
to Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
October 18, 1994
II-5
<PAGE>
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
October 19, 1994
-------------------
CONSENT OF COUNSEL
We hereby consent to all references to our Firm included in or made a part
of this Registration Statement, including the Prospectus constituting a part
thereof, and all amendments thereof.
BEST, BEST & KRIEGER
Riverside, California
October 19, 1994
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
NUMBERING
EXHIBIT PAGE NO.
- ----------- ---------------
<C> <S> <C>
1.1 Form of Underwriting Agreement.*
4.1 Restated Articles of Incorporation, filed November 7, 1978.*
4.2 Amendment to Restated Articles of Incorporation, filed May 19, 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 Rights Agreement dated as of October 15, 1990.*
4.10 Restated Bylaws, as amended January 14, 1993.*
5.1 Opinion of Best, Best & Krieger (included in Part II of this Registration Statement).
23.1 Consent of Deloitte & Touche LLP (included in Part II of this Registration Statement).
23.2 Consent of Richard L. Hinckley (included in Part II of this Registration Statement).
23.3 Consent of Best, Best & Krieger (included in Part II of this Registration Statement).
24.1 Power of Attorney (included in Part II of this Registration Statement).
<FN>
- ------------------------
* Incorporated by reference.
</TABLE>
<PAGE>
EXHIBIT 5.1
October 18, 1994
Nevada Power Company
Post Office Box 230
Las Vegas, NV 89151
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 thereto.
Respectfully submitted,
BEST, BEST & KRIEGER
