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As filed with the Securities and Exchange Commission on September 15, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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Copies to:
GLEN E. STEPHENS, Esq.
Best, Best & Krieger
P.O. Box 1028
Riverside, California 92502
CALCULATION OF REGISTRATION FEE
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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 Per Unit(1) Price Fee
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Common Stock, par value
$1 per share............4,000,000 shares $20.75 $83,000,000 $28,620.69
================================================================================
(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 September 12, 1995.
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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. 33-55049 filed with the
Commission by the Nevada Power Company on August 12, 1994.
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PROSPECTUS
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NEVADA POWER COMPANY
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
4,340,129 SHARES OF COMMON STOCK, PAR VALUE $1 PER SHARE
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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.
10,800,000 shares of the Company's Common Stock have been
heretofore registered under the Plan, of which 10,459,871 shares had
been sold as of September 1, 1995. This Prospectus relates to 340,129
shares of the Company's authorized and unissued shares of common stock
heretofore registered under the Plan and to an additional 4,000,000
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.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURTIES 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.
The date of this Prospectus is October _, 1995.
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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: 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 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 and Form 10-K/A for
the year ended December 31, 1994, File No. 1-4698 1994; and
(b) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995, File No. 1-4698 1995.
All documents 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 by
reference 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 the 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 to
modified or superseded, to constitute a part of this Prospectus.
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
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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.
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.
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").
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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.
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
the 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 the Company). A Participant
may also indicate that cash dividends are to be paid on a specified
number of Shares
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- 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. Additional cash payment forms may be obtained
upon request from the Shareholder Services Department.
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 on 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.
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
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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. SAFEKEEPING
The Company offers a safekeeping program through the Plan which
provides Participants with the option of having the Company hold the
Participant's stock certificates for Shares in their Plan account.
Participants may elect to use the safekeeping program by sending their
stock certificates for Shares to the Company along with a written
request for the Company to hold such stock certificates in
safekeeping. All Particpants listed on the particular account for
which safekeeping of stock certificates is requested must sign the
request. For additional information, contact the Shareholder Services
Department by telephone at 1 (800) 344-9239.
10. PARTICIPANT REPORTS
On or before December 31, each participant will be sent a year-
end account statement which will show the date and price of each
purchase or sale made on a Participant's behalf during the calendar
year. For tax and other purposes, a Participant should permanently
retain year-end account statements.
The Company will periodically send account statements provided
there has been activity or transactions pertaining to the
participant's account. The top portion of the periodic or year-end
statement should 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 11, "Withdrawals").
In addition, each Participant will receive copies of the same
communications sent to every other shareholder of Shares of Common
Stock,
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including the Company's annual report, notice of annual meeting and
proxy statement, and income tax information for reporting dividends
earned.
11. WITHDRAWALS
A request for withdrawal form is included on the back of the
periodic or year-end 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. Withdrawal
requests must be received by the Company before noon the day prior to
each withdrawal processing date. Participants should contact the
Shareholder Services Department at 1 (800) 344-9239 for the next
scheduled withdrawal processing date. Withdrawal processing may be
delayed during the dividend processing periods. This is a 13-15
business day period which begins two business days prior to the record
date. The record date is the date on which a participant must be
registered as the owner of Shares to be entitled to receive a
dividend. 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
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this type will be scheduled for processing on dates determined by the
Company, within the first ten business days of each month.
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 scheduled for
processing 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
scheduled for processing 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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12. 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.
13. 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.
14. 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.
15. TERMINATION
The Company reserves the right to modify, suspend or terminate
the Plan at any time.
16. NONASSIGNABILITY
The interest of a Participant in the Plan may not be hypothecated
or assigned, either voluntarily or by operation of law.
17. 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, issued or sold shall be at least equal to the then par
value of the stock being offered, issued or sold.
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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 to: Nevada
Power Company, P.O. Box 98669, Las Vegas, Nevada 89193-8669, Attn.:
Shareholder Services Department.
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.
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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 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.
12
<PAGE>
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
How do I enroll in the
Plan? 4
How do I invest? 6
How much can I invest? 6 4,340,129 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? 10
How do I sell shares held
in the Plan? 11
How do I get my stock
certificates? 11
How do I close my account? 11
STOCK PURCHASE
How do I get cash dividends? 11 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.
October _, 1995
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 ............$28,621
New York Stock Exchange listing fee ..............................1,500
Pacific Stock Exchange listing fee ..............................10,000
Printing, engraving and postage expenses ........................14,000
Legal fees .......................................................3,000
Accounting fees ..................................................3,500
Miscellaneous ....................................................1,000
-------
Total .....................................................$61,621
=======
ITEM 16. LIST OF EXHIBITS.
(1) 4.1 Restated Articles of Incorporation, filed June 10, 1988.
(2) 4.2 Amendment to Restated Articles of Incorporation, filed May 23, 1989.
(3) 4.3 Amendment to Restated Articles of Incorporation, filed June 8, 1992.
(4) 4.4 Restated Bylaws, as amended January 14, 1993.
(5) 4.5 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 LLP (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) 10-K 1-4698 1988
(2) S- 8 33-32372
(3) S- 3 33-55698
(4) S- 3 33-61608
(5) 8- A 1-4698 1990
INDEMNIFICATION OF OFFICERS AND DIRECTORS
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 (h) 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 director's and officer's
liability insurance for its directors and officers against certain
liabilities.
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
14
<PAGE>
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;
(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.
15
<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 15th day of September 1995.
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
Chairman of the Board
CHARLES A. LENZIE and Chief Executive September 15, 1995
---------------------- Officer
(Charles A. Lenzie)
(2) PRINCIPAL FINANCIAL AND
PRINCIPAL ACCOUNTING OFFICER
Vice President, Finance
STEVEN W. RIGAZIO and Planning, Treasurer, September 15, 1995
---------------------- Chief Financial Officer
(Steven W. Rigazio)
(3) DIRECTORS
MARY LEE COLEMAN Director September 15, 1995
-----------------------
(Mary Lee Coleman)
FRED D. GIBSON, JR. Director September 15, 1995
-----------------------
(Fred D. Gibson, Jr.)
Director
-----------------------
(John L. Goolsby)
16
<PAGE>
JERRY E. HERBST Director September 15, 1995
-----------------------
(Jerry E. Herbst)
JOHN F. O'REILLY Director September 15, 1995
-----------------------
(John F. O'Reilly)
CONRAD L. RYAN Director September 15, 1995
-----------------------
(Conrad L. Ryan)
FRANK E. SCOTT Director September 15, 1995
-----------------------
(Frank E. Scott)
A. M. SMITH Director September 15, 1995
-----------------------
(A. M. Smith)
J. A. TIBERTI Director September 15, 1995
-----------------------
(J. A. Tiberti)
17
<PAGE>
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 thereto.
RICHARD L. HINCKLEY
Las Vegas, Nevada
September 15, 1995
18
<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, including the Prospectus
constituting a part thereof, and all amendments thereof.
BEST, BEST & KRIEGER
Riverside, California
September 15, 1995
19
<PAGE>
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, 1995 appearing in and incorporated by reference in the
Annual Report on Form 10-K of Nevada Power Company for the year ended
December 31, 1994 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
Las Vegas, Nevada
September 14, 1995
20
<PAGE>
EXHIBIT INDEX
Exhibit
-------
4.1 Restated Articles of Incorporation, filed June 10, 1988.*
4.2 Amendment to Restated Articles of Incorporation, filed May 23, 1989.*
4.3 Amendment to Restated Articles of Incorporation, filed June 8, 1992.*
4.4 Restated Bylaws, as amended January 14, 1993.*
4.5 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 LLP (included in Part II of this Registration
Statement).
-----------------
*Incorporated by reference.
21
<PAGE>
<PAGE>
Exhibit 5.1
BEST, BEST & KRIEGER
400 Mission Square
3750 University Avenue
Post Office Box 1028
Riverside, CA 92502-1028
September 15, 1995
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 4,000,000
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
