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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SIERRA PACIFIC RESOURCES
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
NEVADA 88-0198358
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.)
Organization)
</TABLE>
P.O. BOX 30150 (6100 NEIL ROAD)
RENO, NEVADA 89520-3150
(775) 834-3610
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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WILLIAM E. PETERSON, ESQ.
SIERRA PACIFIC RESOURCES
P.O. BOX 30150 (6100 NEIL ROAD)
RENO, NEVADA 89520-3150
(775) 834-5900
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
------------------------------
COPIES TO:
WILLIAM C. ROGERS, ESQ.
CHOATE, HALL & STEWART
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2891
(617) 248-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: June 15,
1999
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/
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. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER UNIT(1) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock, $1.00 par value 5,000,000 $35.875 $179,375,000.00 $49,866.25
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low sales
prices of the common stock of Sierra Pacific Resources, as reported on the
consolidated reporting system on April 28, 1999.
(2) Estimated solely for the purpose of calculating the registration fee. Based
upon the proposed maximum aggregate price per unit and multiplying it by
5,000,000, the number of shares to be registered.
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED APRIL 30, 1999
PROSPECTUS
[LOGO]
COMMON STOCK INVESTMENT PLAN
This prospectus describes the Common Stock Investment Plan of Sierra Pacific
Resources. The Plan provides investors with a convenient method to purchase
shares of Sierra Pacific common stock and to reinvest the cash dividends paid on
the common stock.
Shares of common stock may be purchased through the Plan by:
- EXISTING SHAREHOLDERS, who may reinvest dividends on all of their shares
of common stock for which they hold certificates issued in their own
names or which are held in book-entry form in their Plan account;
- INVESTORS WHO ARE NOT ALREADY SHAREHOLDERS, who may join the Plan by
making an initial investment of at least $250, up to a maximum of
$100,000 per year; and
- ALL PARTICIPANTS IN THE PLAN, who may invest additional cash amounts of
not less than $50 per payment, up to $100,000 per year, to purchase
additional shares of common stock.
Shares of common stock purchased under the Plan will, at the option of
Sierra Pacific, be:
- newly issued shares; or
- shares purchased in the open market by an independent agent of Sierra
Pacific.
This Plan amends and restates the old Common Stock Investment Plan of Sierra
Pacific Resources and is the successor to the Stock Purchase and Dividend
Reinvestment Plan of Nevada Power Company. Participants in the old Sierra
Pacific Plan and the Nevada Power Plan automatically became participants in this
Plan upon effectiveness of the merger of Nevada Power with Sierra Pacific.
Sierra Pacific's common stock is listed on the New York Stock Exchange under
the symbol "SRP."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
The date of this Prospectus is , 1999.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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TABLE OF CONTENTS
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PAGE
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WHERE YOU CAN FIND MORE INFORMATION........................................................................ 2
SIERRA PACIFIC RESOURCES................................................................................... 3
DESCRIPTION OF THE PLAN.................................................................................... 3
Purpose and Benefits................................................................................... 3
Participation.......................................................................................... 4
Dividends.............................................................................................. 6
Optional Cash Payments................................................................................. 7
Costs.................................................................................................. 7
Purchases.............................................................................................. 8
Statements/Reports..................................................................................... 9
Certificates........................................................................................... 9
Termination of Participant's Account................................................................... 10
Rejoining The Plan..................................................................................... 10
Tax Consequences of Plan Participation................................................................. 11
Other Information...................................................................................... 12
USE OF PROCEEDS............................................................................................ 15
DESCRIPTION OF CAPITAL STOCK............................................................................... 15
Common Stock........................................................................................... 15
Rights Agreement....................................................................................... 16
LEGAL OPINIONS............................................................................................. 17
EXPERTS.................................................................................................... 17
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WHERE YOU CAN FIND MORE INFORMATION
Sierra Pacific files annual, quarterly and current reports, proxy and
information statements and other information with the SEC. You may read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for more information on the public reference rooms and their copy charges. Our
SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.
Our two largest subsidiaries, Nevada Power and Sierra Pacific Power, also
file annual, quarterly and current reports, proxy and information statements and
other information with the SEC. You may read and copy those documents at the
same offices listed above or retrieve them from the SEC's web site.
The SEC allows us to "incorporate by reference" the information we file with
them, which means we can disclose information to you by referring you to those
documents. Information incorporated by reference is part of this Prospectus.
Later information filed with the SEC updates and supersedes this Prospectus.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until this offering is completed:
- Our Registration Statement on Form S-4 dated September 4, 1998, (File
No. 333-62895).
- Our Annual Report on Form 10-K for the year ended December 31, 1998.
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
- Our Current Report on Form 8-K filed with the SEC on June , 1999.
- Nevada Power's Annual Report on Form 10-K for the year ended December
31, 1998.
- Nevada Power's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.
These filings include important business and financial information which we
are not delivering to you. You may request a copy of those filings, other than
exhibits, at no cost, by contacting us at:
Shareholder Relations
Sierra Pacific Resources
6100 Neil Road
P.O. Box 30150
Reno, Nevada 89520-0400
(775) 834-3610
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SIERRA PACIFIC RESOURCES
Sierra Pacific engages primarily in the energy business through several
subsidiaries. Our two largest subsidiaries, Nevada Power and Sierra Pacific
Power, are regulated public utilities. Nevada Power provides electricity to the
City of Las Vegas and the surrounding area in southern Nevada. Sierra Pacific
Power provides electricity to western, central and northeastern Nevada,
including the cities of Reno, Sparks, Carson City and Elko, and to the Lake
Tahoe area of California. Sierra Pacific Power also provides natural gas and
water services to the cities of Reno and Sparks and surrounding areas. Sierra
Pacific and Nevada Power merged in June, 1999 and Nevada Power became a
subsidiary. As part of the merger, Sierra Pacific Power and Nevada Power agreed
to sell their electric generating assets.
The address of Sierra Pacific is P.O. Box 30150 (6100 Neil Road), Reno,
Nevada 89520-0400 (Telephone (775) 834-3610).
DESCRIPTION OF THE PLAN
The following questions and answers contain all of the terms and conditions
of the Plan. For additional information concerning the Plan, you may telephone
us at (800) 662-7575.
PURPOSE AND BENEFITS
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to promote long-term ownership by existing and
new investors in Sierra Pacific by providing a convenient method to purchase
shares of its common stock and to reinvest the cash dividends paid.
2. WHAT ARE THE FEATURES OF THE PLAN?
The Plan offers participants the following features:
- If you are an existing shareholder, you may enroll in the Plan by
participating in the reinvestment feature of the Plan or by using the
"share safekeeping" feature of the Plan.
- If you are not presently a Sierra Pacific shareholder, you may become a
participant by purchasing shares through the Plan with an initial cash
investment of $250 or more.
- Once you are a participant in the Plan, you may make additional
investments in Sierra Pacific common stock through optional cash
investments of at least $50 up to a maximum of $100,000 per year. You can
pay by check made payable to "Sierra Pacific Resources."
- Sierra Pacific will pay dividends on both whole and fractional shares in
the Plan and will credit your Plan account with dividends on both your
whole and fractional shares.
- You may request that the dividends on shares held in certificate form or
in your Plan account be reinvested to purchase additional Sierra Pacific
shares.
- You may request that the dividends on shares held in your Plan account be
paid out to you in cash.
- You may sell shares held in your Plan account directly through the Plan.
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- You can deposit your Sierra Pacific common stock certificates with the
Plan administrator for safekeeping at no cost to you. If you later wish to
withdraw your shares from safekeeping, a certificate for your shares will
be sent to you, free of charge, upon request. However, certificates for
fractional shares will not be issued.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person who owns Sierra Pacific common stock registered in his or her own
name is eligible to participate in the Plan. Beneficial owners of shares held
for them in registered names other than their own may participate by having some
or all of their shares transferred into their own name.
If you are not already a shareholder, you may join the Plan by making an
initial investment as described under Question 5 and thereafter participating in
the Plan.
4. WHEN MAY A PERSON JOIN THE PLAN?
You may join the Plan at any time.
If we receive your Authorization Card requesting reinvestment of dividends
on or before the record date for the next cash dividend, reinvestment will begin
with that cash dividend. We expect that our dividend investment dates will
normally fall on or about February 1, May 1, August 1, and November 1, and that
dividend payment dates will normally fall on or about 15 days after the record
dates.
If we receive your Authorization Card after any dividend record date, that
dividend will be paid in cash and your initial dividend reinvestment will be
delayed until the following dividend. For example, if we declare a cash dividend
on our common stock payable on August 1, the Authorization Card must be received
by us on or before the July 15 record date in order for the dividend paid on
August 1 to be reinvested. If we receive your Authorization Card on or after
July 16, the dividend paid on August 1 will be sent to you as usual, and your
participation in the Plan will begin on the date the next cash dividend on
common stock is paid (on or about November 1 in this example).
If you choose to participate in the Plan by making optional cash payments
only, your participation in the Plan will begin on the first Investment Date for
optional and initial cash investments following our receipt of your
Authorization Card or Enrollment Form and optional cash payment. See Question 15
for a description of Investment Dates for optional cash payments.
5. HOW DOES A NEW INVESTOR JOIN THE PLAN?
If you are not already a Sierra Pacific shareholder, you must complete an
Enrollment Form and send it to Sierra Pacific Resources, Attention: Manager,
Stockholder Relations, P.O. Box 30150 (6100 Neil Road), Reno, Nevada 89520. By
returning an executed Enrollment Form to us with an initial cash investment of
at least $250, up to a maximum of $100,000, you appoint Harris Trust Company of
New York (the "Bank") as your agent and direct Sierra Pacific to establish a
Plan account for you and apply the initial investment to the purchase of Sierra
Pacific common stock. Shares of common stock purchased for your Plan account
will not be registered in your name, but will be registered in the name of the
Bank or one of its
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nominees as agent for participants in the Plan. Residents of Arizona and
Illinois who are not already shareholders may participate in the Plan by first
acquiring one or more shares of common stock outside of the Plan and then
completing and returning to the Company an Authorization Card.
If you acquire additional shares after you become a participant in the Plan
which are registered in the name exactly as specified on the Enrollment Form,
the original authorization to reinvest dividends will include the new shares,
unless you change the investment option selected. If you withdraw shares from
your Plan account or wish to change the dividend reinvestment option in effect
for the shares held in your Plan account, a separate Authorization Card must be
returned to the Company.
6.HOW DOES AN EXISTING SHAREHOLDER JOIN THE PLAN OR CHANGE REINVESTMENT OPTIONS?
If you are an existing Sierra Pacific shareholder, you must complete an
Authorization Form and send it to Sierra Pacific Resources, Attention: Manager,
Stockholder Relations, P.O. Box 30150, Reno, Nevada 89520. The Authorization
Card allows you to indicate how you wish to participate in the Plan. By
completing the Authorization Card, you may indicate whether you want to reinvest
your cash dividends under either of the following reinvestment options:
Full Dividend Reinvestment--Dividends on all shares of common stock
registered in your name or held in your Plan account will be automatically
applied to purchase additional shares of common stock for your Plan account.
Partial Dividend Reinvestment--Only the dividends on shares held in your
Plan account will be automatically applied to purchase additional shares of
common stock for your Plan account. You will continue to receive cash
dividends by check on shares held outside the Plan.
Safekeeping--If you wish to use the Plan only for its share safekeeping
feature, you may choose to have dividends on all shares held in your Plan
account paid to you by check.
7. WHAT IS THE "SHARE SAFEKEEPING" FEATURE OF THE PLAN?
You may use the Plan's "share safekeeping" feature to deposit any common
stock certificates in your possession with the Plan administrator. Shares
deposited will be transferred into the name of the Bank or its nominee and
credited to your account under the Plan.
By using the share safekeeping feature, you no longer bear the risk
associated with loss, theft or destruction of stock certificates.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
You may change investment options at any time by requesting a new
Authorization Card, completing it in full and returning it to us. If you change
your options with respect to reinvestment of dividends, we must receive your
card on or before the record date for the next dividend payment in order for the
change to be effective with respect to that dividend.
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DIVIDENDS
9.WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR ACCOUNT
UNDER THE PLAN?
Yes. The Plan administrator will automatically reinvest dividends in
additional shares (to the fourth decimal point), in accordance with the option
you have selected. However, if you have chosen to use only the "share
safekeeping" feature of the Plan, dividends on all shares held in your Plan
account will be paid to you by check.
10. WHEN WILL DIVIDENDS BE REINVESTED?
Purchases of common stock directly from Sierra Pacific with reinvested
dividends will typically be made on a dividend payment date. We normally pay
dividends on our common stock on the first day of the months of February, May,
August and November. Shares acquired by the Bank in the open market or through
privately negotiated transactions will be purchased beginning soon after the
relevant dividend payment date and ending no later than thirty (30) days after
the relevant dividend payment date.
11.WHAT HAPPENS IF A PARTICIPANT WHO IS REINVESTING THE CASH DIVIDENDS ON ALL OR
A PART OF HIS OR HER SHARES OF COMMON STOCK SELLS OR TRANSFERS A PORTION OF
THOSE SHARES? WHAT IF THE PARTICIPANT ACQUIRES ADDITIONAL SHARES IN THE OPEN
MARKET OR OTHERWISE?
If you are reinvesting cash dividends on all of your shares and dispose of a
portion of those shares, the Bank will continue to reinvest the cash dividends
on the remainder of the shares. If you acquire additional shares and the shares
are registered in your name exactly as it appears on your Authorization Card or
Enrollment Form, the original authorization to reinvest dividends on all shares
will include the new shares, unless you change the investment option selected by
sending in a new Authorization Card.
You may receive "partial" dividend reinvestment by holding the portion of
your shares for which reinvestment is desired in the Plan and by withdrawing
from the Plan the balance of your shares and holding them in certificate form.
The Plan does not provide for partial dividend reinvestment in any other manner.
OPTIONAL CASH PAYMENTS
12.IS A PARTICIPANT OBLIGATED TO MAKE OPTIONAL CASH INVESTMENTS?
No, the optional cash investment feature offers you a convenient opportunity
to increase ownership, it is intended to be voluntary only and you are not
required to make any cash investments.
13. HOW DOES THE OPTIONAL CASH INVESTMENT WORK?
If you are already a participant in the Plan, you may invest a minimum of
$50 at any time, in shares of Sierra Pacific common stock under the Plan. These
optional investments may not exceed $100,000 in any year. Cash payments received
by us will be promptly forwarded to a segregated escrow account at a bank until
it is invested in shares of Sierra Pacific common stock, typically on the first
day of the month following the receipt of the optional cash payment.
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Cash payments will not be accepted by us if you impose any restrictions
regarding the number of shares to be purchased, the price at which shares are to
be purchased, the timing of the purchase, or what your balance will be following
a purchase. In addition, we cannot purchase shares for you without advance
payment, nor can we refund any part of your cash payment after shares are
purchased. It is not possible for us to tell you in advance how much money to
send for the purchase of a full or fractional share because the price per share
will not be known at the time an optional cash payment is made.
14. HOW ARE CASH PAYMENTS MADE?
If you are not already a shareholder of Sierra Pacific, you may enroll in
the Plan by enclosing a check with the Enrollment Form. See Question 6. If you
are an existing shareholder electing to participate in the Plan by making
optional cash payments only, a cash payment must accompany the Authorization
Card in order for your participation to begin. After that, you may make optional
cash investments only through the use of stock purchase forms sent to you by us
as an attachment to your monthly confirmation statements or quarterly summary
statements. Payments should be made by check payable to Sierra Pacific
Resources.
Only one cash payment may be made in each month, and that payment may be in
any amount not less than $50 nor more than $100,000. You do not need to make an
optional cash investment each month; and you are not obligated to make the same
optional cash investment every time.
15.WHEN WILL OPTIONAL OR INITIAL CASH INVESTMENTS BE USED TO PURCHASE COMMON
STOCK?
The Investment Date for optional and initial cash investments will be the
first day of each month, except for months in which a cash dividend on common
stock is paid, when the Investment Date will be the dividend payment date.
Shares acquired in the open market or through privately negotiated transactions
using initial or optional cash investments will be purchased beginning soon
after the relevant Investment Date and ending no later than thirty (30) days
after the relevant Investment Date.
We may for administrative purposes, when purchasing shares from newly issued
common stock, issue shares on or as of a date up to one week after the relevant
Investment Date.
NO INTEREST WILL BE PAID ON OPTIONAL OR INITIAL CASH INVESTMENTS HELD IN
ESCROW. THEREFORE, YOU ARE ENCOURAGED TO MAIL YOUR OPTIONAL AND INITIAL CASH
INVESTMENTS SO AS TO REACH SIERRA PACIFIC AS CLOSE AS POSSIBLE TO BUT NOT LATER
THAN ONE BUSINESS DAY BEFORE EACH INVESTMENT DATE. ALL PAYMENTS RECEIVED BY US
ON OR AFTER AN INVESTMENT DATE WILL BE HELD IN ESCROW AT A BANK IN A SEGREGATED
ACCOUNT FOR INVESTMENT IN THE FOLLOWING MONTH.
COSTS
16. WHAT COSTS DO PARTICIPANTS PAY?
You will incur no brokerage commissions or service charges for purchases of
newly issued shares of common stock made under the Plan. The price of shares of
common stock purchased under the Plan on the open market will include a
brokerage commission of $0.06 per share. If you sell your shares through the
Plan, you will be charged a brokerage commission of $0.06 per share. All other
costs of administration of the Plan are paid by Sierra Pacific.
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PURCHASES
17. WILL THE PLAN PURCHASE SHARES IN THE OPEN MARKET?
All common stock purchases under the Plan may be made, at Sierra Pacific's
option, either (a) through open market purchases of common stock or (b) from
newly issued common stock. Sierra Pacific may not change from one manner of
purchase to the other more than once in any three (3) month period and only if
the board of directors or chief financial officer of Sierra Pacific determines
that Sierra Pacific's need to raise additional capital has changed or that there
is another valid reason for the change, such as an action by a state or federal
regulatory agency recommending or requiring a change in the capital structure of
Sierra Pacific or any of its major subsidiaries.
Common stock purchased under the Plan on the open market will be purchased
by the Bank. Subject to certain limitations, the Bank has full discretion as to
all matters relating to open market purchases, including:
- determination of the number of shares to be purchased on any day or at any
time of day,
- the price paid for the shares,
- the markets on which the shares are purchased, and
- the persons from or through whom purchases are made.
18. WHAT PRICE WILL PARTICIPANTS PAY FOR SUCH SHARES?
The price at which shares will be purchased with reinvested dividends or
optional and initial cash investments will be 100 percent of the market price.
The market price will be determined as follows:
- in the case of newly issued shares purchased from Sierra Pacific, the
market price will be the closing price of the Sierra Pacific's common
stock on the New York Stock Exchange composite tape, as published in THE
WALL STREET JOURNAL for an Investment Date. If the New York Stock Exchange
is closed on any Investment Date, the closing price on the most recently
preceding trading date will be used as the market price.
- in the case of shares purchased on the open market, the market price will
be determined by dividing the total cost (including brokerage commissions)
of all shares purchased with reinvested dividends or optional and initial
cash investments during the applicable investment period by the total
number of shares purchased during that investment period.
19. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased for each participant depends upon:
- the amount of dividends payable,
- whether full or partial reinvestment has been selected,
- the amount of optional or initial cash investments made, and
- the market price of the common stock.
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The total amount to be invested will be used to purchase as many full and
fractional shares (to four decimal places) as can be purchased at the purchase
price. Where dividends are payable to foreign participants subject to income tax
withholding or to Plan participants subject to backup withholding, only the
remainder of the dividends will be reinvested in additional shares. See Question
35.
STATEMENTS/REPORTS
20.WHEN AND HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF STOCK?
Soon after each purchase for your Plan account, we will mail a statement to
you advising you of the investment. You will also be sent a statement of your
account soon after each dividend payment date. THESE STATEMENTS ARE YOUR
CONTINUING RECORD OF COST INFORMATION AND SHOULD BE RETAINED FOR TAX PURPOSES.
You will receive copies of any amendments or supplements to this prospectus
in which modifications are made to the Plan, as well as copies of the same
communications sent to every other holder of shares of common stock, including
Sierra Pacific's quarterly reports, annual report, notice of annual meeting and
proxy statement, and income tax information for reporting dividends paid.
CERTIFICATES
21. ARE CERTIFICATES ISSUED FOR THE SHARES PURCHASED?
Certificates for shares of common stock purchased under the Plan will not be
issued, unless you so request or your account is terminated. Instead,
certificates will be issued by Sierra Pacific to the Bank to be held for the
Plan accounts of participants. The number of shares credited to your account
under the Plan will be shown on your quarterly statement. This procedure
provides protection against loss, theft or inadvertent destruction of stock
certificates and permits the ownership of fractional shares by participants.
At any time, certificates for any number of whole shares credited to your
account under the Plan will be issued upon your written request to Sierra
Pacific Resources, Attention: Manager, Shareholder Relations, P.O. Box 30150
(6100 Neil Road), Reno, Nevada 89520. Any remaining full shares and fraction of
a share will continue to be credited to your Plan account.
Shares held in your Plan account may not be pledged. If you wish to pledge
any shares, you must request that a certificate for those shares be issued in
your name.
Certificates for fractional shares will not be issued under any
circumstances.
22. IN WHOSE NAME WILL CERTIFICATES BE ISSUED?
Your Plan account will be maintained in the name(s) in which your shares of
common stock are registered. Each Plan account of a participating investor who
is not already a shareholder at the time of enrollment will be maintained in the
name(s) specified on the Enrollment Form. If certificates for shares held under
the Plan are later issued, the certificates will be issued in those names.
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TERMINATION OF PARTICIPANT'S ACCOUNT
23. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time. In order to withdraw from the
Plan, you must notify us in writing. That notice should be sent to Sierra
Pacific Resources, Attention: Manager, Shareholder Relations, P.O. Box 30150
(6100 Neil Road), Reno, Nevada 89520. You can provide the notice by filling in
the appropriate information on the tear-off portion of the quarterly statement
and returning that portion of the statement to us. Your withdrawal will take
effect when the notice is received by us. However, withdrawal notices received
during the 25 day period prior to a cash dividend payment date will not take
effect until the day following that dividend payment date.
After your withdrawal, all cash dividends will be paid by check to you
unless you re-enroll in the Plan and elect to reinvest the dividends, which may
be done at any time.
Upon receipt by us from proper authority of notice of a participant's death
or incompetence, we will treat the participant as having withdrawn from the
Plan. When a participant withdraws from the Plan, or upon termination of the
Plan by Sierra Pacific, certificates for whole shares credited to a
participant's account under the Plan will be issued to the withdrawing
participant and a cash payment will be made for any fraction of a share within
30 days of receipt of the notice of withdrawal.
You may indicate in the notice of withdrawal that all of the shares, both
whole and fractional, in your Plan be sold. The sale will be made on the open
market within five business days after notification by Sierra Pacific to the
Bank and will be made through an independent fiduciary institution which may be
the Bank. The proceeds of the sale, less any brokerage commission and any
transfer tax, will be sent to you. Upon withdrawal from the Plan, any uninvested
optional cash payments will be returned to you.
24.WHAT HAPPENS TO THE FRACTIONAL SHARES WHEN THE PLAN IS TERMINATED, OR WHEN A
PARTICIPANT REQUESTS A CERTIFICATE FOR WHOLE SHARES BUT WISHES TO EITHER
REMAIN IN THE PLAN OR TERMINATE THE PARTICIPANT'S ACCOUNT UNDER THE PLAN?
As long as you remain in the Plan and own, either directly or in your Plan
account, one full share, any fractional share balance will continue to be
maintained and credited to your account.
When your account is terminated or if we terminate the Plan, a check
representing the fractional share will be mailed directly to you. The payment
will be made by us based on the market price of shares of Sierra Pacific's
common stock at the time of termination.
REJOINING THE PLAN
25. WHEN MAY A SHAREHOLDER OR OTHER INVESTOR REJOIN THE PLAN?
Generally, you may again become a participant at any time. However, we
reserve the right to reject any Authorization Card or Enrollment Form from a
previous participant on the grounds of excessive joining and termination. We do
this to minimize unnecessary administrative expense and to encourage use of the
Plan as a long-term investment service.
10
<PAGE>
TAX CONSEQUENCES OF PLAN PARTICIPATION
26.WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Under current federal income tax laws, reinvested cash dividends will be
taxed as ordinary income to the extent that the cash dividend would have been
ordinary income to the shareholder. A cash dividend would be ordinary income to
the extent that the dividend is paid out of our earnings and profits, with any
remaining amount treated first as a return of capital to the extent of the
participant's tax basis in our shares and thereafter, generally, as capital
gain. Dividend reinvestment does not relieve a participant of any income tax
payable on the dividends. Assuming, as is anticipated, that we will have
sufficient earnings and profits in the year in which any dividend is paid, a
participant whose dividends are reinvested under the Plan will be treated as
having received, as a dividend, an amount equal to the fair market value on the
dividend payment date of the shares acquired through such reinvestment. That
value will be based on 100% of the market price for the common stock on the
dividend payment date (less, in the case of shares acquired through open market
purchases, the amount attributable to brokerage commissions). The participant's
year-end statement will indicate the total amount of dividends paid on shares
held for the participant's Plan account. We will send a separate statement on
Form 1099-DIV reporting dividends paid on all shares registered in the
participant's name. In the case of a stockholder who is subject to back-up
withholding tax on dividends, or a foreign stockholder whose dividends are
subject to withholding, the amount of the tax withheld will be deducted from the
amount of the dividends, and only the net amount will be reinvested in common
stock.
The tax basis for common stock purchased with reinvested dividends will
equal 100% of the fair market value on the dividend payment date of the shares
purchased. The tax basis of shares purchased with any initial or optional cash
investment will be the amount of the initial or optional cash investment,
including brokerage commissions paid in order to acquire the shares.
A participant's holding period for shares of common stock acquired through
the Plan will begin on the day following the purchase of the shares.
Upon withdrawal from or termination of the Plan, a participant will not
receive any taxable income upon the receipt of certificates for whole shares
which have previously been credited to the participant's account under the Plan.
However, a participant who receives, upon termination of the participant's Plan
account, a check for a fraction of a share will realize a gain or loss with
respect to such fraction. See Question 24. Gain or loss will generally also be
realized by the participant when whole shares are sold either pursuant to the
participant's request upon withdrawal from the Plan, or when whole shares are
sold or exchanged by the participant after the shares have been withdrawn from
the Plan. The amount of such gain or loss will be the difference between the
amount which the participant receives for the shares or fraction of a share, and
the tax basis thereof.
Participants are advised to consult their own tax advisor to determine the
particular federal, state and local tax consequences of their participation in
and disposition of shares purchased under the Plan.
11
<PAGE>
27. WHAT ARE THE STATE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
State income tax consequences vary from jurisdiction to jurisdiction, and
are not necessarily the same as federal income tax consequences. Participants
should consult their own tax advisor concerning state income tax treatment.
OTHER INFORMATION
28.WHAT IS THE EFFECT ON A PARTICIPANT'S PLAN ACCOUNT IF THE PARTICIPANT
TRANSFERS ALL SHARES REGISTERED IN HIS OR HER NAME HELD OUTSIDE OF THE
PARTICIPANT'S PLAN ACCOUNT?
None, so long as you have at least one full share remaining in your Plan
account. We will continue to reinvest the dividends on the shares in your Plan
account until notified by you that you wish to withdraw from the Plan and the
withdrawal takes effect. We will send you a check if only a fractional share
remains in your Plan account.
If you wish to dispose of your entire interest in Sierra Pacific, you must
separately arrange with us to dispose of your shares held in the Plan as
described in Question 23.
29.HOW WILL THE STOCK PURCHASE RIGHTS ON SHARES HELD UNDER THE PLAN BE HANDLED?
We are a party to a Rights Agreement under which a stock purchase right was
distributed to each holder of common stock outstanding on October 31, 1989, and
one right has been and will continue to be issued for each share of common stock
issued after that subject to the terms of the Rights Agreement. Until the rights
become exercisable under the Rights Agreement, the rights will be evidenced by
the certificates or Plan shares for the associated common stock, and no separate
certificate will be issued to represent the rights. For a general description of
the terms of the Rights Agreement, see "DESCRIPTION OF CAPITAL STOCK--Rights
Agreement.
30.WHAT HAPPENS IF SIERRA PACIFIC ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividends or split shares distributed by us on shares held in the
Plan will be credited to your Plan account. Stock dividends or split shares
distributed on shares held directly by you will be mailed directly to you in the
same manner as to shareholders not participating in the Plan.
31.HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL MEETINGS
OF SHAREHOLDERS?
You will receive a single proxy card covering the total number of shares
held by you in certificate form plus the total number of full shares credited to
your Plan account. If a properly signed proxy card is returned to us and not
revoked prior to the time of voting, your shares will be voted as directed on
the proxy card. If a proxy card is returned properly signed, but without
indicating instructions as to the manner shares are to be voted with respect to
any item, the shares will be voted in accordance with the recommendations of our
management. If the proxy card is not returned, or if it is returned unexecuted
or improperly executed, the shares covered will not be voted unless you or your
duly appointed representative votes in person at the meeting.
If the Bank holds shares purchased on the open market which the Bank has the
power to vote and which have not been allocated to your Plan account by the
applicable record date for a meeting, then those shares will be voted by the
Bank on each matter in the same
12
<PAGE>
proportion as the other shares voting by proxy or in person at the meeting have
voted on that matter.
32. MAY THE PLAN BE CHANGED OR DISCONTINUED?
We reserve the right to suspend, modify or terminate the Plan at any time.
Notice of any suspension, modification or termination will be sent to all
participants. We also reserve the right to suspend the Plan, without notice, for
limited periods of time (not to exceed 90 days in any case) during or in
anticipation of:
- public offerings of our common stock,
- pending our filing with the Securities and Exchange Commission of any
report or statement pursuant to Section 13, 14 or 15(d) of the Securities
Exchange Act of 1934,
- pending any proposed amendment of or supplement to this prospectus or to
the Registration Statement of which this prospectus is a part, or
- which we think is advisable for any other reason. If any suspension
continues for longer than 15 days, the Bank will promptly return any
moneys received from participants but not applied and will advise
participants when the suspension is terminated.
33. WHAT IS THE RESPONSIBILITY OF SIERRA PACIFIC UNDER THE PLAN?
We administer the Plan, receive all optional cash investments from Plan
participants and forward them promptly for deposit in a segregated escrow
account at a federally-insured bank where they are held until investment. We
also:
- maintain continuing records of each participant's Plan account,
- advise participants as to all transactions in and the status of their Plan
accounts, and
- reconcile the records on a daily basis with those of the transfer agent
(the Bank).
ALL NOTICES FROM SIERRA PACIFIC TO YOU WILL BE ADDRESSED TO YOU AT YOUR LAST
ADDRESS OF RECORD WITH SIERRA PACIFIC. YOU SHOULD NOTIFY US PROMPTLY IN WRITING
OF ANY CHANGE OF ADDRESS.
We or our agent in administering the Plan will not be liable for any act
done in good faith or for any good faith failure to act, including any claim or
liability arising out of failure to terminate a participant's account upon the
participant's death prior to receipt of notice in writing of the participant's
death. The foregoing limitation does not apply to violations of the federal
securities laws.
You should recognize that we cannot guarantee a profit or protect against a
loss on the shares purchased under the Plan.
34.WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN SIERRA PACIFIC'S COMMON
STOCK?
An investment in shares held in your Plan account is no different than an
investment in directly-held shares in this regard. You bear the risk of loss and
the benefit of gain from market price changes on all of your shares.
When selling your shares you should be aware that the common stock price may
rise or fall during the period between a request for sale, its receipt by us,
and the ultimate sale in the open market by the Bank.
13
<PAGE>
Neither we nor the Bank can guarantee that shares purchased under the Plan
will, at any particular time, be worth more or less than their purchase price.
35.WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS WHOSE DIVIDENDS ARE SUBJECT
TO INCOME TAX WITHHOLDING?
In the case of participating foreign holders of common stock whose dividends
are subject to United States income tax withholding, we will apply an amount
equal to the dividends to be reinvested, less the amount of tax required to be
withheld, to the purchase of shares of common stock. The quarterly statements
confirming purchases made for such foreign participants will indicate the amount
of tax withheld.
Optional cash payments received from foreign shareholders must be in United
States dollars and will be invested in the same manner as payments from other
Participants.
14
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale by us of our common stock under the Plan will
be used to make additional investments in our subsidiaries and for other general
corporate purposes. The amounts of additional investments in the subsidiaries
will depend upon various factors, including their future earnings and
construction programs. The subsidiaries propose to use the funds received to
fund construction, to reduce indebtedness and for other general corporate
purposes. We are unable to estimate the number of shares of Sierra Pacific
common stock that ultimately will be sold pursuant to the Plan or the prices at
which the shares will be sold.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 250,000,000 shares of common stock,
$1.00 par value per share. The following statements summarize certain relevant
provisions of, and are qualified in their entirety by reference to, our Articles
of Incorporation and the laws of the State of Nevada.
COMMON STOCK
All shares of common stock participate equally with respect to dividends and
rank equally upon liquidation. Each share of common stock is entitled to one
vote per share at all meetings of shareholders. The common stock has no
preemptive rights and does not have cumulative voting rights.
The Board of Directors is classified, consisting of three classes of equal
(or nearly equal) membership serving staggered three-year terms. The vote of the
holders of two-thirds of the issued and outstanding shares of common stock is
required to remove a director or directors from office or to amend the
provisions of the Articles of Incorporation relating to election and removal of
directors, unless, in the case of such an amendment, two-thirds of the Board of
Directors approves the amendment, in which case the approval of the holders of a
majority of the outstanding common stock is required.
The vote of the holders of two-thirds of the issued and outstanding shares
of common stock, in addition to any class vote required by law, is required to
effect certain mergers, sales of assets or stock issuances involving Sierra
Pacific and any holder of more than 10 percent of the common stock, unless
certain "fair price" criteria and procedural requirements are satisfied or the
transaction is approved by a majority of the directors (excluding any director
affiliated with such 10 percent stockholder). The vote of the holders of
two-thirds of the issued and outstanding shares of common stock is required to
amend these "fair price" provisions.
Except as described above, we may amend our Articles of Incorporation upon
the affirmative vote of the holders of a majority of the issued and outstanding
shares of common stock.
In the event of any liquidation, dissolution or winding-up of Sierra
Pacific, the holders of common stock are entitled to receive pro rata the assets
and funds of Sierra Pacific remaining after satisfaction of all of its
creditors.
Our transfer agent and registrar is Harris Trust Company of New York.
15
<PAGE>
RIGHTS AGREEMENT
We are a party to a Rights Agreement which is designed to deter
- partial and two-tier tender offers,
- stock accumulation programs, and
- other coercive tactics which might be used to gain control of Sierra
Pacific without giving the Board of Directors the opportunity to negotiate
on behalf of our stockholders.
Under the Rights Agreement, one stock purchase right was distributed to the
holders of each share of common stock outstanding on October 31, 1989. One right
has been, and will continue to be, issued for each share of common stock issued
since that date.
Each right entitles its holder to purchase from Sierra Pacific one share of
common stock at a purchase price of $70.00 per share under specific
circumstances. That purchase price may be adjusted under the terms of the Rights
Agreement.
PRIOR TO A DISTRIBUTION DATE,
- the rights will be evidenced by the certificates for the associated common
stock,
- no separate rights certificates will be issued, and
- the rights will not be exercisable.
FOLLOWING A DISTRIBUTION DATE, the rights will
- trade separately from the common stock, and
- be evidenced by separate rights certificates.
Until a right is exercised, its holder will have no rights as a stockholder
of Sierra Pacific solely as a result of holding the right. The rights will
expire on October 31, 1999 unless they are exercised in connection with a
transaction of the type described below or unless the Company exchanges or
redeems them earlier in the manner described below. The Board of Directors of
the Company may decide to extend, amend or terminate the Rights Agreement
following October 31, 1999. Any action by the Board of Directors affecting the
Rights Agreement will be described in our reports filed with the SEC.
The Rights Agreement provides that a DISTRIBUTION DATE will occur upon the
earlier of:
- 10 days following a public announcement that a person or group of
affiliated or associated persons, other than Sierra Pacific and its
affiliates (an "Acquiring Person"), has acquired, or obtained the right to
acquire, beneficial ownership of 15 percent or more of the outstanding
common stock, or
- 10 business days, or a later date determined by a majority of the Sierra
Pacific's Board of Directors, following the commencement of, or a public
announcement of an intention to make, a tender or exchange offer if, upon
the consummation the tender or exchange offer, the Acquiring Person would
be the beneficial owner of 15 percent or more of the outstanding common
stock.
16
<PAGE>
If at any time following a Distribution Date,
- Sierra Pacific is acquired in a merger or other business combination
transaction, or
- 50 percent or more of its assets or earning power are sold,
each holder of a right will be entitled to receive common stock of the acquiring
or surviving company having a value equal to two times the exercise price of the
right. This common stock may be obtained by the holder of the right by
exercising that right at its then current exercise price.
If any person, other than Sierra Pacific and its affiliates, becomes the
beneficial owner of 15 percent or more of the outstanding shares of common
stock, each holder of a right will be entitled to receive common stock, or, in
certain circumstances, cash, property or other securities of Sierra Pacific,
having a value equal to two times the exercise price of the right. This common
stock, cash, property or other securities may be obtained by the holder of the
right by exercising the right at its then current exercise price. After any of
the transactions referred to in this paragraph occurs, any rights that are, or
under circumstances specified in the Rights Agreement were, beneficially owned
by any Acquiring Person will immediately become void. Rights may not be
exercised in connection with a tender or exchange offer for all outstanding
shares of common stock at a price and on terms which a majority of the Board of
Directors determines to be fair on the basis of criteria set forth in the Rights
Agreement.
The Rights Agreement provides that the purchase price payable, and the
number of shares of common stock or other securities or property issuable, upon
exercise of the rights will be adjusted to prevent dilution.
After an acquiring person acquires beneficial ownership of 15 percent or
more of the outstanding common stock and before that acquiring person acquires
50 percent or more of the outstanding common stock, the Board of Directors of
Sierra Pacific may exchange the rights, partially or completely, at an exchange
ratio of one share of common stock per right. This exchange ratio may be
adjusted in particular situations. Rights owned by that Acquiring Person which
have become void may not be exchanged.
Within 10 days after an Acquiring Person has acquired beneficial ownership
of 15 percent or more of the outstanding common stock, Sierra Pacific may redeem
the rights in whole at a price of $.01 per right. A partial redemption of rights
in that situation is not permitted. Immediately after the Board of Directors
orders redemption of the rights, the rights will terminate and the only
entitlement of the holders of rights will be to receive the redemption price.
LEGAL OPINIONS
The legality of the common stock offered by this prospectus is being passed
upon for Sierra Pacific by Choate, Hall & Stewart (a partnership including
professional corporations), Boston, Massachusetts. Matters of Nevada law are
being passed upon by Woodburn and Wedge, Reno, Nevada. Choate, Hall & Stewart
have relied upon the opinion of Woodburn and Wedge as to matters of Nevada law.
17
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this Registration
Statement by reference from the Annual Reports on Form 10-K of Sierra Pacific
for the year ended December 31, 1998 and December 31, 1997, 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.
The consolidated financial statements incorporated in this Registration
Statement by reference from the Annual Reports on Form 10-K of Nevada Power for
the year ended December 31, 1998 and December 31, 1997, 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.
18
<PAGE>
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- --------------------------------------------------------------------------------
[LOGO]
SIERRA PACIFIC RESOURCES
COMMON STOCK INVESTMENT PLAN
5,000,000 SHARES OF
COMMON STOCK
PAR VALUE, $1.00 PER SHARE
--------------
PROSPECTUS
--------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
Offering described in this Registration Statement.
<TABLE>
<S> <C>
SEC Registration Fee.................................................... 49,866.25
Legal fees and expenses................................................. 25,000.00*
Accounting fees and expenses............................................ 7,500.00*
Printing and engraving expenses......................................... 8,000.00*
Miscellaneous........................................................... 5,000.00*
---------
Total Expenses.................................................... $95,366.25*
---------
---------
</TABLE>
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Revised Statutes provide that under certain circumstances, a
corporation may indemnify any person for amounts incurred in connection with a
pending or threatened action, suit or proceeding in which he is, or is
threatened to be made, a party by reason of his being a director, officer,
employee or agent of the corporation.
Sierra Pacific's Articles of Incorporation provides in substance that Sierra
Pacific will indemnify each of its directors and officers and former directors
and officers against expenses necessarily incurred in connection with the
defense of any action, suit or proceeding in which he or she is made a party by
reason of being or having been a director or officer of Sierra Pacific, except
in relation to matters as to which he or she shall be adjudged liable for
negligence or misconduct.
Sierra Pacific has purchased insurance coverage under a policy insuring its
directors and officers against certain liabilities which they may incur in their
capacity as such.
See "Item 17. Undertakings" for a description of the Securities and Exchange
Commission's position regarding such indemnification provisions.
ITEM 16. EXHIBITS
See Index to Exhibits immediately preceding the Exhibits included as part of
this Registration Statement.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby 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-1
<PAGE>
(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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered 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 provisions described under Item 15 above, 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 Securities Act of 1933 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 person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Reno, State of Nevada, on the 30 day of April, 1999.
<TABLE>
<S> <C> <C>
SIERRA PACIFIC RESOURCES
By: /s/ MALYN K. MALQUIST
-----------------------------------------
Malyn K. Malquist, Chairman,
President and Chief Executive Officer
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Malyn K. Malquist, William E. Peterson and
William C. Rogers and each of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, for him or her
and in his or her 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 other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she 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 substitute or
substitutes, shall 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 by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<S> <C> <C>
/s/ MALYN K. MALQUIST Chief Executive Officer,
- ------------------------------ President April 30, 1999
Malyn K. Malquist and Director
/s/ MARK A. RUELLE Senior Vice President,
- ------------------------------ Chief Financial Officer April 30, 1999
Mark A. Ruelle and Treasurer
/s/ EDWARD P. BLISS Director
- ------------------------------ April , 1999
Edward P. Bliss
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
<S> <C> <C>
/s/ RICHARD N. FULSTONE Director
- ------------------------------ April 30, 1999
Richard N. Fulstone
/s/ KRESTINE M. CORBIN Director
- ------------------------------ April 30, 1999
Krestine M. Corbin
/s/ JAMES L. MURPHY Director
- ------------------------------ April 30, 1999
James L. Murphy
/s/ HAROLD P. DAYTON, JR. Director
- ------------------------------ April 30, 1999
Harold P. Dayton, Jr.
/s/ JAMES R. DONNELLEY Director
- ------------------------------ April 30, 1999
James R. Donnelley
/s/ DENNIS E. WHEELER Director
- ------------------------------ April 30, 1999
Dennis E. Wheeler
/s/ ROBERT B. WHITTINGTON Director
- ------------------------------ April 30, 1999
Robert B. Whittington
/s/ T.J. DAY Director
- ------------------------------ April 30, 1999
T.J. Day
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------------
<C> <S>
4.1 Restated Articles of Incorporation filed October 5, 1990 (previously filed as Exhibit 3 to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1990, and
incorporated herein by reference).
4.2 Rights Agreement dated as of October 13, 1989 between the Company and Bank of America N.T. & S.A.,
including form of Rights Certificate (previously filed as Exhibit No 1 to the Company's Form 8-K
Current Report dated October 30, 1989, and incorporated herein by reference).
*5.1 Opinion and Consent of Choate, Hall & Stewart (a partnership including professional corporations),
special counsel to the Registrant.
*5.2 Opinion and Consent of Woodburn and Wedge, special counsel to the Registrant.
*15.1 Letters of Deloitte & Touche LLP regarding unaudited interim financial information.
*23.1 Consents of Deloitte & Touche LLP.
*23.2 Consent of Choate, Hall & Stewart (included in Exhibit 5.1).
*23.3 Consent of Woodburn and Wedge (included in Exhibit 5.2).
24.1 Power of Attorney (reference is made to the Signature Page of this Registration Statement).
</TABLE>
- ------------------------
* To be filed by amendment.
