SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
Sierra Pacific Resources, et al. ) CERTIFICATE
)
File No. 70-9451 ) OF
)
(Public Utility Holding ) NOTIFICATION
Company Act of 1935) )
This Certificate of Notification is filed by Sierra Pacific Resources
("Sierra Pacific"), a Nevada corporation, in connection with the transaction
proposed in Sierra Pacific's Application-Declaration on Form U-1 (File No.
70-09451), as amended (the "Application"), and authorized by the order of the
Securities and Exchange Commission issued on July 26, 1999 (Release No.
35-27054) (the "Order"). Capitalized terms used herein but not otherwise defined
shall have the meaning ascribed to them in the Application. Pursuant to Rule 24
under the Act (Reg. 250.24), Sierra Pacific hereby certifies that:
1. The transaction has been carried out in accordance with the terms
and conditions of and for the purposes represented in the Application and
in full compliance with and in accordance with the Order.
2. Sierra Pacific merged into Lake Merger Sub, Inc. with Sierra
Pacific surviving the transaction, and Nevada Power merged into Desert
Merger Sub, Inc. (a wholly owned subsidiary of Sierra Pacific) with Desert
Merger Sub as the surviving corporation, which thereafter changed its name
to Nevada Power Company.
3. Each share of pre-Transaction Sierra Pacific and Nevada Power
Common Stock was converted into the right to receive cash or
post-Transaction Sierra Pacific Common Stock and associated stock purchase
rights. Elections were made and Sierra Pacific shareholders electing or
receiving stock in the Transaction received 1.44 shares of Sierra Pacific
Common Stock for each share of pre-Transaction Sierra Pacific Common Stock,
Nevada Power shareholders electing or receiving stock received one share of
Sierra Pacific Common Stock for each share of Nevada Power Common Stock.
4. In connection with the Transaction as described in the Application,
and as approved in the Order, each issued and outstanding share of
pre-Transaction Nevada Power Common Stock, together with the associated
stock purchase rights, has been cancelled. As a result of the Transaction,
Sierra Pacific has effectively acquired full ownership of Nevada Power and
Nevada Power has become a wholly owned subsidiary of Sierra Pacific.
5. Incorporated by reference is Sierra Pacific's current report on
Form 8-K outlining the Transaction and reporting its consummation to the
Securities and Exchange Commission (File No. 1-8788, filed August 9, 1999).
Exhibit
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F-2 Past-Tense Opinion of Counsel
Signature
Pursuant to the requirements of the Public Utilities Holding
Company Act of 1935, as amended, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned thereunto duly
authorized.
SIERRA PACIFIC RESOURCES
By /s/ William E. Peterson
-----------------------------------
William E. Peterson, Senior Vice
President and General Counsel
Dated: August 6, 1999
Exhibit F-2
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William E. Peterson Sierra Pacific
Senior Vice President -----------------
General Counsel and Corporate Secretary R E S O U R C E S
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6100 Neil Road, P.O. Box 30150, Reno, Nevada 89520-3150 o 775.834.5900 o Fax: 775.834.5959 o E-Mail: [email protected]
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August 6, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application of Sierra Pacific Resources and Nevada Power
Company on Form U-1 under the Public Utility Holding
Company Act of 1935 (File No. 70-09451)
Ladies and Gentlemen:
This opinion supplements my previous opinion to the Securities and
Exchange Commission (the "Commission") dated June 18, 1999, which was filed as
Exhibit F-1 to the Application on Form U-1 (File No. 70-09451) (the
"Application") of Sierra Pacific Resources ("Sierra Pacific") and Nevada Power
Company ("Nevada Power") (collectively, the "Applicants") under the Public
Utility Holding Company Act of 1935, as amended (the "Act"). The Application
requested that the Commission issue an order authorizing a merger between Sierra
Pacific and Nevada Power, with Nevada Power to become a wholly-owned subsidiary
of Sierra Pacific (the "Transaction").
In connection with this opinion, I have examined such corporate
records, certificates, and other documents as I have considered relevant and
necessary as a basis for the opinions expressed in this letter.
The opinions expressed below with respect to the Transaction are
subject to and rely on upon the following assumptions:
1. The Transaction has been duly authorized and approved, to the
extent required by the governing corporate documents and applicable state
laws, by the Board of Directors and shareholders of Sierra Pacific and
Nevada Power.
2. All required approvals, authorizations, consents, certificates,
rulings and order of, and all filings and registrations with, all
applicable federal and state commissions and regulatory authorities with
respect to the Transaction have been obtained or made, as the case may be,
and have become final and unconditional in all respects and remain in
effect (including the approval and authorization of the Commission under
the Act) and the Transaction has been accomplished in accordance with all
such approvals, authorizations consents, certificates, orders, filings and
registrations.
3. The Registration Statement of the Applicants on Form S-4
(Registration No. 333-62895), filed with the Commission in connection with
the Transaction and declared effective by the Commission on September 4,
1998, has remained effective pursuant to the Securities Act of 1933, as
amended; no stop order shall have been entered with respect thereto.
4. All corporate formalities required by state laws for the
consummation of the Transaction have been taken.
5. The parties have obtained all consents, waivers and releases, if
any, required for the Transaction under all applicable governing corporate
documents, contracts, agreements, debt instruments, indentures, franchises,
licenses and permits.
Based on the foregoing, and subject to the assumptions and conditions
set forth herein, I am of the opinion that:
1. All state laws applicable to the Transaction have been complied
with.
2. The Transaction has been consummated in accordance with the
Application.
3. Sierra Pacific and Nevada Power are each a corporation validly
organized and duly existing under the laws of the State of Nevada.
4. The shares of Sierra Pacific Common Stock issued in connection with
the Transaction have been validly issued, fully paid and nonassessable, and
the holders thereof are entitled to the rights and privileges appertaining
thereto as set forth in the Articles of Incorporation of Sierra Pacific.
The shares of pre-merger Sierra Pacific Common Stock acquired by Sierra
Pacific in the Transaction were validly issued, fully paid and
nonassessable, and the holders thereof were entitled to the rights and
privileges appertaining thereto as set forth in the Articles of
Incorporation of Sierra Pacific. The shares of Nevada Power Common Stock
acquired by Sierra Pacific in the Transaction were validly issued, fully
paid and nonassessable, and the holders thereof were entitled to the rights
and privileges appertaining thereto as set forth in the Articles of
Incorporation of Nevada Power.
5. Sierra Pacific has legally acquired and exchanged the shares of
pre-merger Sierra Pacific Common Stock and Nevada Power Common Stock.
6. The consummation of the Transaction has not violated the legal
rights of the holders of any securities issued by Sierra Pacific, Nevada
Power, or any associate company thereof.
This opinion is being delivered solely for the benefit of the person
to whom it is addressed; accordingly, it may not be utilized by any other person
for any other purpose without my prior consent. I hereby consent to the use of
this opinion as an exhibit to the Application.
Very truly yours,
/s/ William E. Peterson
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