<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 12, 1995)
$85,000,000
[LOGO]
NEVADA POWER COMPANY
FIRST MORTGAGE BONDS, 7.06% SERIES AA DUE 2000
--------------------
INTEREST PAYABLE MAY 1 AND NOVEMBER 1
------------------------
The Series AA First Mortgage Bonds are not subject to redemption prior to
maturity.
------------------------
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 SUPPLEMENT
OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
<S> <C> <C> <C>
Per Bond............ 100% .500% 99.500%
Total............... $85,000,000 $425,000 $84,575,000
<FN>
(1) Plus accrued interest, if any, from May 19, 1995.
(2) See "Underwriting."
(3) Before deducting expenses estimated at $120,000 which are payable by the
Company.
</TABLE>
------------------------
The Series AA First Mortgage Bonds are offered by the Underwriter, subject
to prior sale, when, as and if delivered to and accepted by the Underwriter, and
subject to its right to reject orders in whole or in part. It is expected that
delivery of the Series AA First Mortgage Bonds will be made in New York City on
or about May 19, 1995.
------------------------
PAINEWEBBER INCORPORATED
--------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 12, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES AA FIRST
MORTGAGE BONDS OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
S-2
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Series AA First Mortgage Bonds offered
hereby will be used to repay approximately $70.0 million under the Company's
bank revolving credit facility, which amounts were incurred for the purposes of
repaying the Company's $50,000,000 First Mortgage Bonds 6.92% Series U due 1995
and funding the Company's construction program. The remaining net proceeds of
the Series AA First Mortgage Bonds will be used in connection with the Company's
construction program and for general corporate purposes.
DESCRIPTION OF THE SERIES AA FIRST MORTGAGE BONDS
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE SERIES AA FIRST
MORTGAGE BONDS OFFERED HEREBY SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION WITH
THE STATEMENTS UNDER "DESCRIPTION OF BONDS" IN THE ACCOMPANYING PROSPECTUS.
The Series AA First Mortgage Bonds will be issued as a separate series of
First Mortgage Bonds under the Twenty-Sixth Supplemental Indenture, dated as of
May 1, 1995, between the Company and Bankers Trust Company, as Trustee.
The aggregate principal amount of the Series AA First Mortgage Bonds is
$85,000,000. The Series AA First Mortgage Bonds will mature on May 1, 2000.
Interest on the Series AA First Mortgage Bonds at the rate of 7.06% per annum
will be payable semi-annually on each interest payment date (May 1 and November
1 of each year) commencing November 1, 1995. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Interest on each Series AA
First Mortgage Bond will be payable to the person in whose name the Series AA
First Mortgage Bond (or any predecessor Bond) is registered at the close of
business on the regular record date (the fifteenth day next preceding each
interest payment date). Principal and interest on the Series AA First Mortgage
Bonds will be payable at the office of the Trustee in New York, New York.
The Series AA First Mortgage Bonds are not subject to redemption prior to
maturity.
UNDERWRITING
PaineWebber Incorporated has agreed, subject to the terms and conditions of
the Underwriting Agreement, to purchase from the Company the entire $85,000,000
aggregate principal amount of Series AA First Mortgage Bonds.
The Underwriting Agreement provides that the obligations of the Underwriter
thereunder are subject to the approval of certain legal matters by counsel and
to various other conditions. The nature of the Underwriter's obligation is such
that it is committed to purchase all of the Series AA First Mortgage Bonds
offered hereby if any are purchased.
The Company has been advised by the Underwriter that it proposes to offer
the Series AA First Mortgage Bonds to the public initially at the offering price
and on the terms set forth on the cover page of this Prospectus Supplement and
to certain dealers at that price, less a concession not in excess of .300% of
the principal amount of the Series AA First Mortgage Bonds. The Underwriter may
allow, and such dealers may reallow, a concession not in excess of .125% of the
principal amount of the Series AA First Mortgage Bonds to certain other dealers.
After the initial offering to the public, the offering price and other selling
terms may be varied by the Underwriter.
The Company has been advised by the Underwriter that it presently intends to
make a market in the Series AA First Mortgage Bonds offered hereby; however, it
is not obligated to do so and any market making may be discontinued at any time.
There can be no assurance that an active public market for the Series AA First
Mortgage Bonds will develop.
The Company has agreed to indemnify the Underwriter against certain civil
liabilities, including liabilities under the Securities Act of 1933.
S-3
<PAGE>
PROSPECTUS
$130,000,000
NEVADA POWER COMPANY
FIRST MORTGAGE BONDS
---------------------
Nevada Power Company (the "Company") may from time to time offer, in one or
more series, up to $130,000,000 aggregate principal amount of its First Mortgage
Bonds (the "Bonds") on terms to be determined at the time of sale. An
accompanying supplement to this Prospectus (the "Prospectus Supplement") will
set forth the specific terms of the Bonds to be offered thereby, including the
designation, aggregate principal amount, maturity, rate or rates and time of
payment of interest, any sinking fund provisions, redemption provisions and
other terms of the Bonds in respect of which this Prospectus is delivered.
The Bonds may be sold by the Company directly to purchasers, through agents
designated from time to time, or through underwriters. The names of such
underwriters or agents, any applicable commissions or discounts and the net
proceeds to the Company from the sale of the Bonds will be set forth in the
accompanying Prospectus Supplement.
------------------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS MAY 12, 1995.
<PAGE>
AVAILABLE INFORMATION
Nevada Power Company (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: Northeast Regional Office,
7 World Trade Center, Suite 1300, New York, N.Y. 10048; and Midwest Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
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 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 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, 1994, File No. 1-4698; and
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, File No. 1-4698.
All documents filed by the Company pursuant to Sections 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 Bonds offered hereby shall be deemed to
be incorporated herein and to be a part hereof from the respective dates of
filing thereof (such documents, and the documents enumerated above, being
hereafter referred to as "Incorporated Documents"). Any statement contained in
an Incorporated Document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed Incorporated Document modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into any of the documents incorporated by reference).
Requests for such copies 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.
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 March 31, 1995, the Company served
approximately 433,838 customers in its service area which has a population of
approximately 1,000,000. For the year 1994, the Company's electric energy
requirements came from the following sources: coal generation -- 43%, oil and
natural gas -- 8%, purchased power, including hydroelectric -- 49%.
2
<PAGE>
Growth in the Company's service territory is continuing at a rapid pace. The
Company's customer base grew at an annualized rate of 5.2% during the first
three months of 1995 and at annual rates of 6.0%, 5.4% and 4.6% during 1994,
1993 and 1992, respectively. Kilowatthour sales increased 1.1% during the first
three months of 1995, as compared with the same 1994 period and kilowatthour
sales increases for the years 1994, 1993 and 1992 were 7.1%, 5.8% and 7.2%,
respectively.
The principal executive offices of the Company are located in Las Vegas,
Nevada, and its mailing address is P. O. Box 230, Las Vegas, Nevada 89151,
telephone number (702) 367-5000.
RATIO OF EARNINGS TO FIXED CHARGES
The Company's ratio of earnings to fixed charges was 1.67 for the year 1990,
1.89 for the year 1991, 2.42 for the year 1992, 2.90 for the year 1993, 3.11 for
the year 1994 and 3.10 for the twelve months ended March 31, 1995.
USE OF PROCEEDS
Except as otherwise specified in the related Prospectus Supplement, the net
proceeds from the sale of the Bonds offered hereby will be added to the general
funds of the Company and will be applied to the construction and improvement of
the utility plant, to refund and retire indebtedness and for general corporate
purposes.
DESCRIPTION OF BONDS
The Bonds will be issued as one or more new series of the Company's First
Mortgage Bonds ("First Mortgage Bonds") under an Indenture of Mortgage and Deed
of Trust dated October 1, 1953, as amended and supplemented by an Instrument of
Further Assurance and supplemental indentures (collectively, the "Indenture"),
all between the Company and Bankers Trust Company (successor to First Interstate
Bank of Nevada, N.A., formerly First National Bank of Nevada, Reno, Nevada), as
Trustee. The several series of First Mortgage Bonds may vary as to interest
rate, maturity date and other particulars as provided in the Indenture. The
following summary of certain provisions of the Indenture does not purport to be
complete. A copy of the Indenture has been filed or incorporated by reference as
an exhibit to the Registration Statement of which this Prospectus is a part.
Terms set forth in italics in the following summary are used as defined in the
Indenture.
A Prospectus Supplement will set forth the following terms of the Bonds in
respect of which this Prospectus is delivered: (a) the designation of the Bonds;
(b) the aggregate principal amount of the Bonds; (c) the maturity date of the
Bonds; (d) the interest rate to be borne by the Bonds and the date from which
interest will accrue; (e) the dates on which such interest will be payable; (f)
the place for payment of interest and principal; (g) the date, if any, after
which the Bonds may be redeemed and the redemption price or prices; (h) sinking
fund provisions, if any; and (i) the percentage of their principal amount at
which the Bonds will be issued.
The Bonds will be issued only in fully registered book-entry form or in
certificated form without coupons in denominations of integral multiples of
$1,000. None of the outstanding First Mortgage Bonds has any conversion rights.
Under the provisions of the Indenture, however, the Company may create a new
series of Bonds having conversion rights. The Bonds will be transferable without
any service or other charge except transfer taxes and other governmental
charges, if any.
SECURITY
In the opinion of counsel for the Company, all outstanding First Mortgage
Bonds are, and the Bonds, when issued and sold, will be secured (on an equal
basis with all other First Mortgage Bonds) under the Indenture by a valid first
lien upon substantially all of the properties, real, personal and mixed, owned
by the Company at the time of issuance or subsequently acquired (except as noted
below), subject to the PERMITTED ENCUMBRANCES and the lien of the Trustee for
its compensation, advances and expenses. (Granting Clauses, Sections 1.13 and
15.07 of the Indenture.)
3
<PAGE>
Property excepted from the lien of the Indenture includes: (a) cash, bills,
notes or accounts receivable, contracts or choses in action (except cash
deposited with the Trustee pursuant to the Indenture and except any of such
items specifically subjected to the lien of the Indenture); (b) bonds, notes,
evidences of indebtedness, judgments, shares of stock or other securities,
except any of such items as are specifically subjected to the lien of the
Indenture; (c) automobiles or trucks; and (d) materials, supplies, merchandise,
goods and appliances held for the purpose of sale in the ordinary course of
business and fuel, materials, supplies and similar personal property which are
consumable in their use in the operation of the plants or systems of the
Company. (Granting Clauses of the Indenture.)
"PERMITTED ENCUMBRANCES" consist of: (a) taxes, assessments or governmental
charges not yet due or delinquent or being contested at the time in good faith;
(b) liens and charges incidental to current operation or construction which have
not been filed or asserted; (c) liens securing obligations neither assumed by
the Company nor on account of which it customarily pays interest, existing as of
October 1, 1953 or at the time of acquisition by the Company, upon real estate
or rights in or relating to real estate acquired by the Company for transmission
line, distribution line or right of way purposes; (d) liens for workmen's
compensation awards not due or delinquent; (e) rights reserved to or vested in
any municipality or other public authority to purchase or acquire any properties
of the Company; (f) liens or other encumbrances as to which cash sufficient to
pay or redeem all indebtedness secured thereby shall be held in trust for such
purpose by the Trustee; (g) zoning laws and ordinances, easements,
rights-of-way, restrictions and similar encumbrances and minor defects or
irregularities of title which do not impair the use of the property in the
operation of the business of the Company; (h) purchase money obligations not in
excess of 66 2/3% of the cost or fair value at the time of acquisition of the
property subject thereto; and (i) liens of the Indenture and liens junior to the
liens of the Indenture (Section 1.13 of the Indenture).
DIVIDEND RESTRICTIONS
Under the terms of the Indenture, the Company may not (i) declare or pay any
dividends (other than stock dividends) on 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 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 Company from March 31,
1953 to the date of such payment. At March 31, 1995, retained earnings of the
Company in the approximate amount of $104.2 million were unrestricted as to the
payment of dividends under the Indenture. (Section 8.13 of the Indenture.)
ISSUANCE OF ADDITIONAL BONDS
Additional First Mortgage Bonds may be issued at any time in a principal
amount not exceeding 60% of the NET AMOUNT OF PROPERTY ADDITIONS not theretofore
used for any purpose of the Indenture or equal to (a) the amount of cash
deposited with the Trustee as the basis for the issuance of such additional
First Mortgage Bonds or (b) the principal amount of First Mortgage Bonds which
have been, or are to be, paid, redeemed or otherwise retired and have not
theretofore been used for any purpose of the Indenture, provided that (except in
certain circumstances when additional Bonds are to be issued with a lower
interest rate than the Bonds used as the basis for such issue under (b) above or
when the redemption date of the Bonds used as the basis for such issue under (b)
above or the date of their surrender to the Trustee is within three years of
their maturity date) no additional First Mortgage Bonds may be issued unless NET
EARNINGS AVAILABLE FOR INTEREST for any designated 12 consecutive calendar
months within the preceding 15 calendar months has equaled at least two and
one-half times the aggregate annual interest charges on (x) all First Mortgage
Bonds then outstanding and the additional Bonds then being issued, and (y) all
prior lien indebtedness on the TRUST ESTATE, other than PERMITTED ENCUMBRANCES
which are not purchase money obligations. In addition to the foregoing,
additional Bonds of Series B may be issued at any time in a principal amount not
exceeding $400,000. (Articles IV, V, V-A, VI and VII of the Indenture.)
Subject to the NET EARNINGS requirements described above, as of March 31,
1995, (1) the Company had NET AMOUNT OF PROPERTY ADDITIONS available for
certification to the Trustee to permit the Company to issue approximately $367.5
million principal amount of additional First Mortgage Bonds and (2) there were
First Mortgage Bonds which had been previously redeemed or otherwise retired and
not theretofore used for any
4
<PAGE>
purpose of the Indenture in an amount sufficient to permit the Company to issue
an additional $108.3 million principal amount of First Mortgage Bonds. As of
March 31, 1995, the NET EARNINGS AVAILABLE FOR INTEREST would have permitted the
issuance of approximately $464.1 million principal amount of additional First
Mortgage Bonds at an assumed rate of 8.5%.
WITHDRAWAL OF TRUST MONEYS
Cash deposited with the Trustee as the basis for the issuance of additional
First Mortgage Bonds may be withdrawn at the request of the Company in an amount
equal to (a) 60% of the NET AMOUNT OF PROPERTY ADDITIONS not theretofore used
for any purpose of the Indenture or (b) the principal amount of First Mortgage
Bonds which have been, or are to be, paid, redeemed or otherwise retired and
which have not theretofore been used for any purpose of the Indenture or, at the
request of the Company, may be applied by the Trustee to the redemption of First
Mortgage Bonds at the applicable redemption prices (in which case the Company
must deposit with the Trustee the cash required to pay the premium and accrued
interest on such redemption) or the purchase of First Mortgage Bonds on tender,
in the open market or at private sale. (Sections 12.02, 12.03 and 12.04 of the
Indenture.)
RENEWAL AND REPLACEMENT OBLIGATION
The Company is obligated to provide for the renewal and replacement of, and
additions to, its property subject to the Indenture in an amount equal to
depreciation at a rate of not less than 3% per annum on all property of the
Company subject to depreciation. (Section 9.06 of the Indenture.)
CONCERNING THE TRUSTEE
The Trustee is a New York banking corporation. Except during the existence
of an EVENT OF DEFAULT, the Trustee is required only to exercise such duties as
are specifically set forth in the Indenture. During the existence of an EVENT OF
DEFAULT the Trustee is required to exercise such rights and powers as are vested
in it by the Indenture and to use the same degree of care and skill in their
exercise as an ordinarily prudent man would use, under the circumstances, in the
conduct of his own affairs. (Section 15.01 of the Indenture.)
The holders of a majority in aggregate principal amount of outstanding First
Mortgage Bonds have the right to direct the method, time and place of conducting
any proceeding for any remedy available to the Trustee, and the Trustee is under
no obligation to take any action unless furnished with reasonably adequate
security against the costs, expenses and liabilities of such action. (Sections
13.10 and 15.03 of the Indenture.)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company to execute
supplemental indentures (conforming to the provisions of the Trust Indenture Act
of 1939) which, among other things, may add provisions relating to the
authentication and delivery of First Mortgage Bonds, add covenants and
agreements of the Company, transfer to the Trustee additional property, cure
ambiguities, add to the powers of the Trustee and, if authorized by the written
consent of the holders of 66 2/3% in principal amount of each series of First
Mortgage Bonds, change and modify the rights and obligations of the Company and
of the holders of First Mortgage Bonds and make such other changes or additions
to the Indenture as may be deemed necessary or advisable; provided that no such
supplemental indenture, without the consent of the holders of all First Mortgage
Bonds affected thereby, shall (i) postpone the fixed maturity, sinking fund or
interest payment date with respect to any First Mortgage Bond, (ii) reduce the
principal of, or the premium, sinking fund payments or rate of interest payable
on, the First Mortgage Bonds, (iii) permit the creation of any lien, not
otherwise permitted, prior to or on a parity with the lien of the Indenture, or
(iv) reduce the percentage of First Mortgage Bonds, the holders of which are
required to consent to any supplemental indenture, and no such supplemental
indenture, without the written consent of the Trustee, may modify the rights,
duties and immunities of the Trustee. (Section 14.01 of the Indenture.)
EVENTS OF DEFAULT AND OF NOTICE THEREOF
EVENTS OF DEFAULT are defined in substance as being (a) failure to pay
principal or any installment of interest on any First Mortgage Bond on the date
due or, in the case of an interest installment, within 30 days thereof, (b)
failure to observe covenants restricting dividend payments, the transfer of
substantially all properties of the Company or the merger of the Company with or
into another entity, and requiring the
5
<PAGE>
pledge of securities with the Trustee and payments for the sinking funds and the
Company's Renewal and REPLACEMENT OBLIGATION, (c) failure to perform any other
covenant of the Indenture, which failure shall continue for a period of 30 days
after notice of such failure has been given to the Company by the Trustee or to
the Company and the Trustee by the holders of 25% in principal amount of the
First Mortgage Bonds, (d) action by a court adjudicating the Company a bankrupt,
appointing a trustee or receiver for the Company or its properties, effecting an
arrangement in bankruptcy, reorganization under the Federal Bankruptcy Act or
any other modification of the rights of the holders of First Mortgage Bonds, or
other creditors, which action shall not be vacated within 60 days, or petition
or consent by the Company to any action seeking such court action, (e)
assignment by the Company for the benefit of creditors, (f) final judgment in
excess of $25,000 against the Company or a SUBSIDIARY thereof which is not
discharged or stayed within 60 days, or (g) any change in the laws of the United
States or the State of Nevada whereby any tax, assessment or lien upon the
property subject to the Indenture, or the interest therein of the Trustee or
holders of First Mortgage Bonds, may be imposed upon the Trustee or the holders
of First Mortgage Bonds, and such tax is not paid by the Company as permitted by
the Indenture. (Section 13.02 of the Indenture.)
In case an EVENT OF DEFAULT shall have occurred and be continuing, the
Trustee may, and upon request of the holders of at least 25% in principal amount
of the First Mortgage Bonds shall, declare the principal of and interest on all
the First Mortgage Bonds to be immediately due and payable. (Section 13.02 of
the Indenture.)
The Trustee is required to give notice of any default to holders of First
Mortgage Bonds whose names are on file with it within 90 days after the
occurrence of a default known to it, except that such notice may be withheld,
other than as to a default in payment of principal or interest or of any
installment of any sinking fund or renewal and replacement fund, if the Board of
Directors of the Trustee, or the Executive Committee or a Trust Committee
thereof, or responsible officers of the Trustee determine in good faith that
such withholding is in the interest of the holders of First Mortgage Bonds.
(Section 19.05 of the Indenture.)
The Company is required to file with the Trustee within 120 days of the end
of each fiscal year a certificate signed by two officers of the Company with
respect to the existence or absence of any default by the Company in the
performance or fulfillment of certain covenants contained in the Indenture.
PLAN OF DISTRIBUTION
The Company may sell the Bonds through underwriters or agents or directly to
purchasers. A Prospectus Supplement will set forth the specific designation,
aggregate principal amount, maturity, rate or rates and time of payment of
interest, any sinking fund provisions, redemption provisions and other terms,
and any listing on a securities exchange of the Bonds in respect of which this
Prospectus is delivered.
The Bonds may be sold to underwriters for their own account and may be
resold to the public from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. A Prospectus Supplement will name any
underwriter involved in the offer or sale of the Bonds in respect of which this
Prospectus is delivered and will set forth any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers.
The Bonds may be sold directly by the Company or through agents designated
by the Company from time to time. A Prospectus Supplement will name any agent of
the Company involved in the offer or sale of the Bonds in respect of which this
Prospectus is delivered and will set forth any commissions payable by the
Company to such agent. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
The net proceeds of the Company from the sale of the Bonds will be the
purchase price of the Bonds less any such discounts or commissions and the other
attributable expenses of issuance and distribution.
6
<PAGE>
LEGAL MATTERS
Certain legal matters relating to the Bonds will be passed upon for the
Company by Mr. Richard L. Hinckley, Vice President, Secretary and Chief Counsel
for the Company and by Best, Best & Krieger, Riverside, California, and for any
underwriters by Jones, Day, Reavis & Pogue, Chicago, Illinois. For the purposes
of their opinions, Best, Best & Krieger and Jones, Day, Reavis & Pogue may rely
on the opinion of Mr. Hinckley as to matters governed by the laws of the State
of Nevada.
EXPERTS
The financial statements and financial statement schedules as incorporated
by reference in the Prospectus from the Company's 1994 Annual Report on Form
10-K have been audited by Deloitte & Touche LLP, independent public accountants,
as stated in their reports included and incorporated by reference in such Form
10-K, which are incorporated herein by reference, and have been so incorporated
in reliance upon such reports given upon the authority of that firm as experts
in accounting and auditing.
7
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS SUPPLEMENT OR THE 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 UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE 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
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH THEY RELATE. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
DO 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
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Use of Proceeds............................................................ S-3
Description of the Series AA First Mortgage Bonds.......................... S-3
Underwriting............................................................... S-3
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 2
Ratio of Earnings to Fixed Charges......................................... 3
Use of Proceeds............................................................ 3
Description of Bonds....................................................... 3
Plan of Distribution....................................................... 6
Legal Matters.............................................................. 7
Experts.................................................................... 7
</TABLE>
$85,000,000
NEVADA POWER COMPANY
FIRST MORTGAGE BONDS, 7.06% SERIES AA
DUE 2000
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PROSPECTUS
SUPPLEMENT
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[LOGO]
PAINEWEBBER INCORPORATED
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MAY 12, 1995
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