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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JULY 28, 1999
SIERRA PACIFIC RESOURCES
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(Exact name of the registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
1-8788 88-0198358
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(Commission File Number) (IRS Employer Identification Number)
P.O. BOX 30150 (6100 NEIL ROAD), RENO, NEVADA 89511
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(Address of principal executive offices) (Zip Code)
775-834-4011
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 28, 1999, Sierra Pacific Resources (the "Company") issued a
press release announcing the closing of its merger with Nevada Power Company
("Nevada Power") in a stock and cash transaction. A copy of the press release is
filed herewith as Exhibit 99.1.
The merger between the Company and Nevada Power was consummated
pursuant to an Agreement and Plan of Merger, dated as of April 29, 1998 (the
"Merger Agreement"), among the Company, Nevada Power, LAKE Merger Sub, Inc.,
a Nevada corporation and a wholly-owned subsidiary of the Company ("LAKE
Merger Sub"), and DESERT Merger Sub, Inc., a Nevada corporation and a
wholly-owned subsidiary of the Company ("DESERT Merger Sub"). The Merger
Agreement was filed as Exhibit 2.1 to the Company"s Current Report on Form
8-K dated April 30, 1998 and is incorporated herein by reference.
Pursuant to the Merger Agreement, (i) LAKE Merger Sub merged with
and into the Company, with the Company being the surviving corporation, and
immediately thereafter, (ii) Nevada Power merged with and into DESERT Merger
Sub, with DESERT Merger Sub being the surviving corporation and continuing as
a wholly-owned subsidiary of the Company, under the name of Nevada Power
Company.
Under the terms of the Merger Agreement, each outstanding share of
the Company's common stock, par value $1.00 per share (the "Company Common
Stock"), was converted into the right to receive either $37.55 in cash (the
"Company Cash Consideration") or 1.44 shares of Company Common Stock (the
"Company Stock Consideration"). Each outstanding share of Nevada Power's
common stock, par value $1.00 per share (the "Nevada Power Common Stock"),
was converted into the right to receive either $26.00 in cash (the "Nevada
Power Cash Consideration") or 1.00 share of Company Common Stock (the "Nevada
Power Stock Consideration"). Each holder of shares of Company Common Stock
was afforded the right to elect to receive, in respect of each such share,
either the Company Cash Consideration or the Company Stock Consideration, and
each holder of shares of Nevada Power Common Stock was afforded the right to
elect to receive, in respect of each such share, either the Nevada Power Cash
Consideration or the Nevada Power Stock Consideration. Holders of less than
100 shares of Company Common Stock or Nevada Power Common Stock were deemed
to have elected to receive the Company Cash Consideration or the Nevada Power
Cash Consideration, respectively.
Pursuant to the Merger Agreement, approximately $151.6 million in cash
was paid to holders of shares of Company Common Stock, and approximately $304.6
million in cash was paid to holders of shares of Nevada Power Common Stock. The
stockholders of the Company and Nevada Power elected to receive less than all of
the shares of Company Common Stock allocated to be paid to them pursuant to the
Merger Agreement, with the result that such shares will be proportionately
allocated among those stockholders who have elected to receive cash (other than
among the holders of less than 100 shares of Company Common Stock or Nevada
Power Common Stock, who will receive cash in any event).
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The Company provided for temporary funding of the cash portion of
the consideration paid to both the Company's and Nevada Power's stockholders
through the issuance of commercial paper. This short-term financing will be
replaced with a combination of bank loans and the proceeds from the issuance
of long-term debt by the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of businesses acquired.
The financial statements required by Item 7(a) of Form 8-K
will be filed by amendment not later than 60 days after the date
hereof.
(b) Pro forma financial information.
The pro forma financial information required by Item 7(b) of
Form 8-K will be filed by amendment not later than 60 days after the
date hereof.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 29, 1998, by
and among the Company, Nevada Power, LAKE Merger Sub and
DESERT Merger Sub (Exhibit 2.1 to Company's Current Report on
Form 8-K dated April 30, 1998).
99.1 Sierra Pacific Resources - Press Release issued July 28, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: AUGUST 6, 1999
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SIERRA PACIFIC RESOURCES
By: /s/ WILLIAM E. PETERSON
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William E. Peterson
Title: Senior Vice President,
General Counsel and
Corporate Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
2.1 Agreement and Plan of Merger, dated as of April 29, 1998, by and among the
Company, Nevada Power, LAKE Merger Sub and DESERT Merger Sub
(Exhibit 2.1 to Company's Current Report on Form 8-K dated April 30, 1998).
99.1 Sierra Pacific Resources - Press Release issued July 28, 1999.
</TABLE>
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EXHIBIT 99.1
July 28, 1999
Sierra Pacific Resources
Contact: Faye Andersen
phone: (775) 834-4822
FOR IMMEDIATE RELEASE
SIERRA PACIFIC - NEVADA POWER COMPLETE MERGER TODAY
RENO, NEVADA (JULY 28, 1999) PR NEWSWIRE - Sierra Pacific
Resources and Nevada Power Co. have completed their merger. Today's close of the
merger transaction is the last step in a 15-month process to merge the two
Nevada utilities that included approvals from both companies' shareholders,
state and federal regulators.
"We're done," exclaimed the new Sierra Pacific Resources
Chairman and CEO, Michael R. Niggli. "It's been a long road to complete a
merger, yet ours has been one of the fastest mergers among electric utilities in
the nation." He credited the success to a good working relationship between the
merged companies and praised state and federal regulators for recognizing the
value of the merger for customers, shareholders and the state of Nevada.
Sierra Pacific Resources is now the holding company for Nevada
Power Company and Sierra Pacific Power Company and subsidiaries operated by both
companies. The merged company is headquartered in Reno, with utility operations
based in Las Vegas. Beginning tomorrow, the stock for the new company will be
traded on the New York Stock Exchange as Sierra Pacific Resources (NYSE:SRP).
Earlier the company estimated net merger savings of
approximately $323 million over 10 years expected from the elimination of
duplicate corporate and administrative programs and greater efficiencies in
operations, business processes and purchasing.
"We're happy to report that we're on track to receive at least
the estimated merger savings and our integration plans are well underway," said
Malyn K. Malquist, president and COO of Sierra Pacific Resources.
"The long-term strategic vision for the new company is to become
a premier transmission, distribution and energy services company in the West,"
Niggli said. The combined company will serve 843,000 electric customers in
southern and northern Nevada and the Lake Tahoe area of California, along with
105,000 natural gas and 67,000 water customers in the Reno, Nevada metropolitan
area. It ranks second in the West and 15th in the nation among transmission
companies.
Under terms of the merger agreement, shareholders elected
whether to receive cash, shares of the new company, or a combination of both, in
exchange for their old stock. Sierra Pacific stockholders could elect to receive
1.44 shares of the combined company's
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common stock per share or $37.55 per share. Each stockholder of Nevada Power
could elect to receive 1.00 shares of the combined company's common stock per
share or $26 per share.
Shareholders who elected to receive stock will receive stock.
Shareholders who did not make an election, or chose "no preference", will also
receive stock. However, because the shareholders of both companies did not elect
to receive all of the shares allocated to them, the remaining shares will be
proportionately allocated among those shareholders who have elected to receive
cash.
Sierra Pacific Resources shareholders who elected to receive
cash will receive cash for a maximum of 87 percent of their total shares and
common stock in the new company for a minimum of 13 percent of their total
shares. The percentages are subject to further adjustment for shareholders with
fewer than 100 shares.
Nevada Power Company shareholders who elected to receive cash
will receive cash for a maximum of 94.5 percent of their total shares and common
stock in the new company for a minimum of 5.5 percent of their total shares. The
percentages are subject to further adjustment for shareholders with fewer than
100 shares.
Shareholders with fewer than 100 shares of stock in Sierra
Pacific or Nevada Power will receive cash for all their shares of stock. A final
allocation of cash and stock of both companies' shares will be available at a
later date.
After consummation of the merger, Sierra Pacific Resources stock
will retain its existing symbol (SRP), will have a new CUSIP number
(826428 104), and the common stock of Nevada Power will cease trading on the
New York Stock Exchange at the close of business today.
