<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1997
REGISTRATION NOS. 333-21091
333-21091-01
333-21091-02
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NEVADA POWER COMPANY
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
NEVADA 88-0045330
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number)
Organization)
</TABLE>
NVP CAPITAL I AND NVP CAPITAL II
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE TO BE APPLIED FOR
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification Number)
or Organization)
</TABLE>
6226 WEST SAHARA AVENUE, LAS VEGAS, NEVADA 89102, TELEPHONE (702) 367-5000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants' 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)
------------------------
COPIES TO:
<TABLE>
<S> <C>
Glen E. Stephens, Esq. Robert A. Yolles, Esq.
Best Best & Krieger LLP Jones, Day, Reavis & Pogue
P. O. Box 1028 77 West Wacker Drive
Riverside, California 92502 Chicago, Illinois 60601
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
WHEN MARKET CONDITIONS WARRANT 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, 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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the Securities covered by this Registration Statement, other than underwriting
discounts and commissions, are as follows:
<TABLE>
<S> <C> <C>
(a) SEC registration fee (actual)...................................... $37,878.79
(b) Printing fees and expenses......................................... $115,000.00
(c) Legal fees and expenses............................................ $100,000.00
(d) Accounting fees and expenses....................................... $70,000.00
(e) Blue Sky fees and expenses......................................... $ 5,000.00
(f) New York Stock Exchange Listing Fee................................ $50,000.00
(g) Rating Agency Fees................................................. $35,000.00
(h) Trustees' Fee...................................................... $15,000.00
(i) Other.............................................................. $22,121.21
----------
Total.............................................................. $450,000.00
----------
----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Section 78.037 of the Nevada General Corporation Law, Nevada
Power has included in its Restated Articles of Incorporation a provision which
states that a director or officer of Nevada Power shall not be liable to Nevada
Power 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 Nevada Power's Bylaws provides for the indemnification by Nevada
Power, including suits brought by or on behalf of Nevada Power, 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
Nevada Power's Bylaws, Nevada Power 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 Nevada Power maintains
director's and officer's liability for its directors and officers against
certain liabilities.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
*1.01 Proposed form of Underwriting Agreement Basic Provisions for Preferred Securities.
*4.01 Junior Subordinated Indenture between Nevada Power and IBJ Schroder Bank & Trust Company, as Debenture
Trustee.
*4.02 Certificate of Trust of NVP Capital I.
*4.03 Trust Agreement of NVP Capital I.
*4.04 Certificate of Trust of NVP Capital II (substantially identical to Exhibit 4.02 except for names and
dates).
*4.05 Trust Agreement of NVP Capital II (substantially identical to Exhibit 4.03 except for names and dates).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
*4.10 Form of Amended and Restated Trust Agreement (Agreements for NVP Capital I and NVP Capital II, are
substantially identical except for names and dates).
*4.11 Form of Preferred Security Certificate for NVP Capital I and NVP Capital II (included as Exhibit E of
Exhibit 4.10 hereto).
*4.12 Form of Guarantee Agreement (Agreements in respect of NVP Capital I and NVP Capital II, are substantially
identical except for names and dates).
*4.13 Form of Supplemental Indenture between Nevada Power and IBJ Schroder Bank & Trust Company, as Debenture
Trustee (Supplemental Indentures for NVP Capital I and NVP Capital II are substantially identical except
for names and dates).
*4.14 Form of Agreement as to Expenses and Liabilities between Nevada Power and NVP Capital I (Agreement in
respect of NVP Capital II is substantially identical except for names and dates)
*5.01 Opinion of Best Best & Krieger LLP, relating to the legality of the Junior Subordinated Debentures and
the Guarantees.
*5.02 Opinion of Richards, Layton & Finger, special Delaware counsel, relating to the legality of the Preferred
Securities of NVP Capital I and NVP Capital II.
*8.01 Opinion of Jones, Day, Reavis & Pogue, as to certain United States federal income tax matters.
*12.01 Statement regarding Computation of Ratio of Earnings to Fixed Charges.
23.01 Consent of Deloitte & Touche LLP (included in Part II of this Amendment No. 3 to Registration Statement).
23.02 Consent of Best Best & Krieger LLP (included in Part II of this Amendment No. 3 to Registration
Statement).
23.03 Consent of Richard L. Hinckley, Esq. (included in Part II of this Amendment No. 3 to Registration
Statement).
*23.04 Consent of Richards, Layton & Finger, special Delaware counsel (included in Exhibit 5.02 hereto).
*23.05 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 8.01 hereto).
*25.01 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of IBJ Schroder Bank &
Trust Company, as Trustee for the Junior Subordinated Indenture.
*25.02 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of IBJ Schroder Bank &
Trust Company, as Property Trustee for the Amended and Restated Trust Agreement of NVP Capital I.
*25.03 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of IBJ Schroder Bank &
Trust Company, as Guarantee Trustee for the Guarantee for NVP Capital I.
</TABLE>
* Previously filed.
In addition to those Exhibits shown above, Nevada Power hereby incorporates
the following Exhibits pursuant to Exchange Act Rule 12b-32 and Regulation
#201.24 by reference to the filings set forth below:
<TABLE>
<CAPTION>
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ----------- ------------------------------------------------------------------- --------------------- -----------
<C> <S> <C> <C>
4.1 Certificate of Designation of Cumulative Preferred Stock as
follows:
5.40% Series..................................................... 2.1 to Form S-1 2-16968
5.20% Series..................................................... 2.1 to Form S-1 2-20618
4.70% Series..................................................... 3.2 to Form 8-K 1-4698
July 1965
8% Series........................................................ 2.1 to Form S-7 2-44513
8.70% Series..................................................... 2.1 to Form S-7 2-49622
11.50% Series.................................................... 2.1 to Form S-7 2-52238
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ----------- ------------------------------------------------------------------- --------------------- -----------
<C> <S> <C> <C>
9.75% Series..................................................... 2.1 to Form S-7 2-56788
Auction Series A................................................. 4.6 to Form S-3 33-15554
Auction Series A as amended November 14, 1991.................... 4.9 to Form S-3 33-44460
Auction Series A as amended December 12, 1991.................... 4.1 to Form 10-K 1-4698
Year 1992
9.90% Series..................................................... 4.1 to Form 10-K 1-4698
Year 1992
4.2 Indenture of Mortgage and Deed of Trust Providing for First
Mortgage Bonds, dated October 1, 1953 and Twenty-Six Supplemental
Indentures as follows: 4.2 to Form S-1 2-10932
First Supplemental Indenture, dated August 1, 1954............... 4.2 to Form S-1 2-11440
Second Supplemental Indenture, dated September 1, 1956........... 4.9 to Form S-1 2-12566
Third Supplemental Indenture, dated May 1, 1959.................. 4.13 to Form S-1 2-14949
Fourth Supplemental Indenture, dated October 1, 1960............. 4.5 to Form S-1 2-16968
Fifth Supplemental Indenture, dated December 1, 1961............. 4.6 to Form S-16 2-74929
Sixth Supplemental Indenture, dated October 1, 1963.............. 4.6A to Form S-1 2-21689
Seventh Supplemental Indenture, dated August 1, 1964............. 4.6B to Form S-1 2-22560
Eighth Supplemental Indenture, dated April 1, 1968............... 4.6C to Form S-9 2-28348
Ninth Supplemental Indenture, dated October 1, 1969.............. 4.6D to Form S-1 2-34588
Tenth Supplemental Indenture, dated October 1, 1970.............. 4.6E to Form S-7 2-38314
Eleventh Supplemental Indenture, dated November 1, 1972.......... 2.12 to Form S-7 2-45728
Twelfth Supplemental Indenture, dated December 1, 1974........... 2.13 to Form S-7 2-52350
Thirteenth Supplemental Indenture, dated October 1, 1976......... 4.14 to Form S-16 2-74929
Fourteenth Supplemental Indenture, dated May 1, 1977............. 4.15 to Form S-16 2-74929
Fifteenth Supplemental Indenture, dated September 1, 1978........ 4.16 to Form S-16 2-74929
Sixteenth Supplemental Indenture, dated December 1, 1981......... 4.17 to Form S-16 2-74929
Seventeenth Supplemental Indenture, dated August 1, 1982......... 4.2 to Form 10-K 1-4698
Year 1982
Eighteenth Supplemental Indenture, dated November 1, 1986........ 4.6 to Form S-3 33-9537
Nineteenth Supplemental Indenture, dated October 1, 1989......... 4.2 to Form 10-K 1-4698
Year 1989
Twentieth Supplemental Indenture, dated May 1, 1992.............. 4.21 to Form S-3 33-53034
Twenty-First Supplemental Indenture, dated June 1, 1992.......... 4.22 to Form S-3 33-53034
Twenty-Second Supplemental Indenture, dated June 1, 1992......... 4.23 to Form S-3 33-53034
Twenty-Third Supplemental Indenture, dated October 1, 1992....... 4.23 to Form S-3 33-53034
Twenty-Fourth Supplemental Indenture, dated October 1, 1992...... 4.23 to Form S-3 33-53034
Twenty-Fifth Supplemental Indenture, dated January 1, 1993....... 4.23 to Form S-3 33-53034
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ----------- ------------------------------------------------------------------- --------------------- -----------
<C> <S> <C> <C>
Twenty-Sixth Supplemental Indenture dated May 1, 1995............ 4.2 to Form 10-K 1-4698
Year 1995
4.3 Instrument of Further Assurance dated April 1, 1956 to Indenture of
Mortgage and Deed of Trust dated October 1, 1953.................. 4.8 to Form S-1 2-12566
4.4 Rights Agreement dated October 15, 1990 between Manufacturers
Hanover Trust Company and Nevada Power Company.................... 4.1 to Form 8-A 1-4698
Year 1990
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective 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; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for purposes of determining any liability under the Securities Act
of 1933, 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(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the Securities
Act, 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.
(4) 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.
II-4
<PAGE>
(5) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, 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 is,
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 persons 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.
For the purposes of determining any liability under the Securities Act of
1933, 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.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-5
<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 Amendment No. 3 to
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 25th day of
March, 1997.
NEVADA POWER COMPANY
By: /s/ STEVEN W. RIGAZIO
-----------------------------------------
(Steven W. Rigazio, Vice President
and Treasurer, Chief Financial Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATE INDICATED:
<TABLE>
<C> <S> <C>
(1) PRINCIPAL EXECUTIVE OFFICER
* CHARLES A. LENZIE
- ---------------------------------------- Chairman of the Board and Chief March 25, 1997
Charles A. Lenzie Executive Officer
(2) PRINCIPAL FINANCIAL AND
PRINCIPAL ACCOUNTING OFFICER
/s/ STEVEN W. RIGAZIO
- ---------------------------------------- Vice President and Treasurer, March 25, 1997
Steven W. Rigazio Chief Financial Officer
(3) DIRECTORS
* MARY LEE COLEMAN
- ---------------------------------------- Director March 25, 1997
Mary Lee Coleman
* FRED D. GIBSON, JR.
- ---------------------------------------- Director March 25, 1997
Fred D. Gibson, Jr.
* JOHN L. GOOLSBY
- ---------------------------------------- Director March 25, 1997
John L. Goolsby
* JERRY HERBST
- ---------------------------------------- Director March 25, 1997
Jerry Herbst
</TABLE>
II-6
<PAGE>
<TABLE>
<C> <S> <C>
* CONRAD L. RYAN
- ---------------------------------------- Director March 25, 1997
Conrad L. Ryan
* FRANK E. SCOTT
- ---------------------------------------- Director March 25, 1997
Frank E. Scott
* A. M. SMITH
- ---------------------------------------- Director March 25, 1997
A. M. Smith
* J.A. TIBERTI
- ---------------------------------------- Director March 25, 1997
J.A. Tiberti
* JOHN F. O'REILLY
- ---------------------------------------- Director March 25, 1997
John F. O'Reilly
*By STEVEN W. RIGAZIO
- ----------------------------------------
(Steven W. Rigazio, Attorney-in-fact)
</TABLE>
II-7
<PAGE>
INDEPENDENT AUDITORS' CONSENT
NEVADA POWER COMPANY
We consent to the incorporation by reference in this Amendment No. 3 to
Registration Statement No. 333-21091 of Nevada Power Company on Form S-3 of our
reports dated February 14, 1997 appearing in and incorporated by reference in
the Annual Report on Form 10-K of Nevada Power Company for the year ended
December 31, 1996 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
March 25, 1997
II-8
<PAGE>
CONSENT OF COUNSEL
I hereby consent to the use of my name as Vice President, Secretary and
Chief Counsel of Nevada Power wherever it appears in this Amendment No. 3 to
Registration Statement, including the Prospectus constituting a part thereof,
and all amendments thereof.
RICHARD L. HINCKLEY, Esq.
Las Vegas, Nevada
March 25, 1997
------------------------
CONSENT OF COUNSEL
We hereby consent to all references to our Firm included in or made a part
of this Amendment No. 3 to Registration Statement, including the Prospectus
constituting a part thereof, and all amendments thereof.
BEST BEST & KRIEGER LLP
Riverside, California
March 25, 1997
II-9
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, NVP Capital I
and NVP Capital II certify that they have reasonable grounds to believe that
they meet all of the requirements for filing on Form S-3 and have duly caused
this Amendment No. 3 to Registration Statement to be signed on their behalf by
the undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on March 25, 1997.
NVP CAPITAL I
(Registrant)
By: Nevada Power Company, as Depositor
By: /s/ STEVEN W. RIGAZIO
--------------------------------------
Steven W. Rigazio, Vice President and
Treasurer, Chief Financial Officer
NVP CAPITAL II
(Registrant)
By: Nevada Power Company, as Depositor
By: /s/ STEVEN W. RIGAZIO
--------------------------------------
Steven W. Rigazio, Vice President and
Treasurer, Chief Financial Officer
II-10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBERING
NO. PAGE NO.
- --------- ---------------
<C> <S> <C>
1.01 Proposed form of Underwriting Agreement Basic Provisions for Preferred Securities
(previously filed)
4.01 Junior Subordinated Indenture between Nevada Power and IBJ Schroder Bank & Trust Company, as
Debenture Trustee (previously filed)
4.02 Certificate of Trust of NVP Capital I (previously filed)....................................
4.03 Trust Agreement of NVP Capital I (previously filed).........................................
4.04 Certificate of Trust of NVP Capital II (substantially identical to Exhibit 4.02 (previously
filed) except for names and dates).........................................................
4.05 Trust Agreement of NVP Capital II (substantially identical to Exhibit 4.02 (previously
filed) except for names and dates).........................................................
4.10 Form of Amended and Restated Trust Agreement (Agreements for NVP Capital I and NVP Capital
II are substantially identical except for names and dates) (previously filed)
4.11 Form of Preferred Security Certificate for NVP Capital I and NVP Capital II (included as
Exhibit E of Exhibit 4.10 (previously filed) hereto)
4.12 Form of Guarantee Agreement (Agreements in respect of NVP Capital I and NVP Capital II are
substantially identical except for names and dates) (previously filed)
4.13 Form of Supplemental Indenture between Nevada Power and IBJ Schroder Bank & Trust Company,
as Debenture Trustee (Supplemental Indentures for NVP Capital I and NVP Capital II are
substantially identical except for names and dates) (previously filed)
4.14 Form of Agreement as to Expenses and Liabilities between Nevada Power and NVP Capital I
(Agreement in respect of NVP Capital II is substantially identical except for names and
dates) (previously filed)
5.01 Opinion of Best Best & Krieger LLP, relating to the legality of the Junior Subordinated
Debentures and the Guarantees (previously filed)
5.02 Opinion of Richards, Layton & Finger, special Delaware counsel, relating to the legality of
the Preferred Securities NVP Capital I and NVP Capital II (previously filed)
8.01 Opinion of Jones, Day, Reavis & Pogue as to certain United States federal income tax matters
(previously filed)
12.01 Statement regarding Computation of Ratio of Earnings to Fixed Charges (previously filed)
23.01 Consent of Deloitte & Touche LLP (included in Part II of this Amendment No. 2 to
Registration Statement)....................................................................
23.02 Consent of Best Best & Krieger LLP (included in Part II of this Amendment No. 3 to
Registration Statement)....................................................................
23.03 Consent of Richard L. Hinckley, Esq. (included in Part II of this Amendment No. 3 to
Registration Statement)....................................................................
</TABLE>
II-11
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBERING
NO. PAGE NO.
- --------- ---------------
<C> <S> <C>
23.04 Consent of Richards, Layton & Finger, special Delaware counsel (included in Exhibit 5.02
hereto (previously filed))
23.05 Consent of Jones, Day, Reavis & Pogue (previously filed)
25.01 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of IBJ
Schroder Bank & Trust Company, as Trustee for the Junior Subordinated Indenture (previously
filed).....................................................................................
25.02 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of IBJ
Schroder Bank & Trust Company, as Property Trustee for the Amended and Restated Trust
Agreement of NVP Capital I (previously filed)..............................................
25.03 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of IBJ
Schroder Bank & Trust Company, as Guarantee Trustee for the Guarantee for NVP Capital I
(previously filed).........................................................................
</TABLE>
In addition to those Exhibits shown above, Nevada Power hereby incorporates
the following Exhibits pursuant to Exchange Act Rule 12b-32 and Regulation
#201.24 by reference to the filings set forth below:
<TABLE>
<CAPTION>
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ----------- ------------------------------------------------------------------- --------------------- -----------
<C> <S> <C> <C>
4.1 Certificate of Designation of Cumulative Preferred Stock as
follows:
5.40% Series..................................................... 2.1 to Form S-1 2-16968
5.20% Series..................................................... 2.1 to Form S-1 2-20618
4.70% Series..................................................... 3.2 to Form 8-K 1-4698
July 1965
8% Series........................................................ 2.1 to Form S-7 2-44513
8.70% Series..................................................... 2.1 to Form S-7 2-49622
11.50% Series.................................................... 2.1 to Form S-7 2-52238
9.75% Series..................................................... 2.1 to Form S-7 2-56788
Auction Series A................................................. 4.6 to Form S-3 33-15554
Auction Series A as amended November 14, 1991.................... 4.9 to Form S-3 33-44460
Auction Series A as amended December 12, 1991.................... 4.1 to Form 10-K 1-4698
Year 1992
9.90% Series..................................................... 4.1 to Form 10-K 1-4698
Year 1992
4.2 Indenture of Mortgage and Deed of Trust Providing for First
Mortgage Bonds, dated October 1, 1953 and Twenty-Six Supplemental
Indentures as follows: 4.2 to Form S-1 2-10932
First Supplemental Indenture, dated August 1, 1954............... 4.2 to Form S-1 2-11440
Second Supplemental Indenture, dated September 1, 1956........... 4.9 to Form S-1 2-12566
Third Supplemental Indenture, dated May 1, 1959.................. 4.13 to Form S-1 2-14949
Fourth Supplemental Indenture, dated October 1, 1960............. 4.5 to Form S-1 2-16968
Fifth Supplemental Indenture, dated December 1, 1961............. 4.6 to Form S-16 2-74929
Sixth Supplemental Indenture, dated October 1, 1963.............. 4.6A to Form S-1 2-21689
Seventh Supplemental Indenture, dated August 1, 1964............. 4.6B to Form S-1 2-22560
Eighth Supplemental Indenture, dated April 1, 1968............... 4.6C to Form S-9 2-28348
Ninth Supplemental Indenture, dated October 1, 1969.............. 4.6D to Form S-1 2-34588
Tenth Supplemental Indenture, dated October 1, 1970.............. 4.6E to Form S-7 2-38314
</TABLE>
II-12
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT ORIGINALLY FILED
NO. DESCRIPTION AS EXHIBIT FILE NO.
- ----------- ------------------------------------------------------------------- --------------------- -----------
<C> <S> <C> <C>
Eleventh Supplemental Indenture, dated November 1, 1972.......... 2.12 to Form S-7 2-45728
Twelfth Supplemental Indenture, dated December 1, 1974........... 2.13 to Form S-7 2-52350
Thirteenth Supplemental Indenture, dated October 1, 1976......... 4.14 to Form S-16 2-74929
Fourteenth Supplemental Indenture, dated May 1, 1977............. 4.15 to Form S-16 2-74929
Fifteenth Supplemental Indenture, dated September 1, 1978........ 4.16 to Form S-16 2-74929
Sixteenth Supplemental Indenture, dated December 1, 1981......... 4.17 to Form S-16 2-74929
Seventeenth Supplemental Indenture, dated August 1, 1982......... 4.2 to Form 10-K 1-4698
Year 1982
Eighteenth Supplemental Indenture, dated November 1, 1986........ 4.6 to Form S-3 33-9537
Nineteenth Supplemental Indenture, dated October 1, 1989......... 4.2 to Form 10-K 1-4698
Year 1989
Twentieth Supplemental Indenture, dated May 1, 1992.............. 4.21 to Form S-3 33-53034
Twenty-First Supplemental Indenture, dated June 1, 1992.......... 4.22 to Form S-3 33-53034
Twenty-Second Supplemental Indenture, dated June 1, 1992......... 4.23 to Form S-3 33-53034
Twenty-Third Supplemental Indenture, dated October 1, 1992....... 4.23 to Form S-3 33-53034
Twenty-Fourth Supplemental Indenture, dated October 1, 1992...... 4.23 to Form S-3 33-53034
Twenty-Fifth Supplemental Indenture, dated January 1, 1993....... 4.23 to Form S-3 33-53034
Twenty-Sixth Supplemental Indenture dated May 1, 1995............ 4.2 to Form 10-K 1-4698
Year 1995
4.3 Instrument of Further Assurance dated April 1, 1956 to Indenture of
Mortgage and Deed of Trust dated October 1, 1953.................. 4.8 to Form S-1 2-12566
4.4 Rights Agreement dated October 15, 1990 between Manufacturers
Hanover Trust Company and Nevada Power Company.................... 4.1 to Form 8-A 1-4698
Year 1990
</TABLE>
II-13
