-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NvGDhPGrBevYvZRL9CPMeP56+/gl307uQJUzXx4Wr6JcASubSDjMtidXoRwHFsVQ vhybDp237Jpwqr69WaTOsQ== 0000912057-97-010170.txt : 19970327 0000912057-97-010170.hdr.sgml : 19970327 ACCESSION NUMBER: 0000912057-97-010170 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970326 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA POWER CO CENTRAL INDEX KEY: 0000071180 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 880045330 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-21091 FILM NUMBER: 97563361 BUSINESS ADDRESS: STREET 1: 6226 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023675000 MAIL ADDRESS: STREET 1: P O BOX 230 CITY: LAS VEGAS STATE: NV ZIP: 89151 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NEVADA POWER CO DATE OF NAME CHANGE: 19701113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVP CAPITAL I CENTRAL INDEX KEY: 0001036333 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-21091-01 FILM NUMBER: 97563362 BUSINESS ADDRESS: STREET 1: 6226 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023675000 MAIL ADDRESS: STREET 1: 6226 WEST SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89151 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVP CAPITAL II CENTRAL INDEX KEY: 0001036334 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-21091-02 FILM NUMBER: 97563363 BUSINESS ADDRESS: STREET 1: 6226 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023675000 MAIL ADDRESS: STREET 1: 6226 WEST SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89151 S-3/A 1 S-3/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1997 REGISTRATION NOS. 333-21091 333-21091-01 333-21091-02 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- NEVADA POWER COMPANY (Exact Name of Registrant as Specified in its Charter) NEVADA 88-0045330 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number) Organization)
NVP CAPITAL I AND NVP CAPITAL II (Exact Name of Registrant as Specified in its Charter) DELAWARE TO BE APPLIED FOR (State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification Number) or Organization)
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: 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
------------------------ 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: (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 ---------- ----------
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
EXHIBIT NO. DESCRIPTION - --------- --------------------------------------------------------------------------------------------------------- *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).
II-1 *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. 4 to Registration Statement). 23.02 Consent of Best Best & Krieger LLP (included in Part II of this Amendment No. 4 to Registration Statement). 23.03 Consent of Richard L. Hinckley, Esq. (included in Part II of this Amendment No. 4 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.
* 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:
EXHIBIT ORIGINALLY FILED NO. DESCRIPTION AS EXHIBIT FILE NO. - ----------- ------------------------------------------------------------------- --------------------- ----------- 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
II-2
EXHIBIT ORIGINALLY FILED NO. DESCRIPTION AS EXHIBIT FILE NO. - ----------- ------------------------------------------------------------------- --------------------- ----------- 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
II-3
EXHIBIT ORIGINALLY FILED NO. DESCRIPTION AS EXHIBIT FILE NO. - ----------- ------------------------------------------------------------------- --------------------- ----------- 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
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 (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 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. 4 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 26th 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. 4 TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED: (1) PRINCIPAL EXECUTIVE OFFICER * CHARLES A. LENZIE - ---------------------------------------- Chairman of the Board and Chief March 26, 1997 Charles A. Lenzie Executive Officer (2) PRINCIPAL FINANCIAL AND PRINCIPAL ACCOUNTING OFFICER /s/ STEVEN W. RIGAZIO - ---------------------------------------- Vice President and Treasurer, March 26, 1997 Steven W. Rigazio Chief Financial Officer (3) DIRECTORS * MARY LEE COLEMAN - ---------------------------------------- Director March 26, 1997 Mary Lee Coleman * FRED D. GIBSON, JR. - ---------------------------------------- Director March 26, 1997 Fred D. Gibson, Jr. * JOHN L. GOOLSBY - ---------------------------------------- Director March 26, 1997 John L. Goolsby * JERRY HERBST - ---------------------------------------- Director March 26, 1997 Jerry Herbst
II-6 * CONRAD L. RYAN - ---------------------------------------- Director March 26, 1997 Conrad L. Ryan * FRANK E. SCOTT - ---------------------------------------- Director March 26, 1997 Frank E. Scott * A. M. SMITH - ---------------------------------------- Director March 26, 1997 A. M. Smith * J.A. TIBERTI - ---------------------------------------- Director March 26, 1997 J.A. Tiberti * JOHN F. O'REILLY - ---------------------------------------- Director March 26, 1997 John F. O'Reilly *By STEVEN W. RIGAZIO - ---------------------------------------- (Steven W. Rigazio, Attorney-in-fact)
II-7 INDEPENDENT AUDITORS' CONSENT NEVADA POWER COMPANY We consent to the incorporation by reference in this Amendment No. 4 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 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. 4 to Registration Statement, including the Prospectus constituting a part thereof, and all amendments thereof. RICHARD L. HINCKLEY, Esq. Las Vegas, Nevada March 26, 1997 ------------------------ CONSENT OF COUNSEL We hereby consent to all references to our Firm included in or made a part of this Amendment No. 4 to Registration Statement, including the Prospectus constituting a part thereof, and all amendments thereof. BEST BEST & KRIEGER LLP Riverside, California March 26, 1997 II-9 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. 4 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 26, 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 EXHIBIT INDEX
SEQUENTIAL EXHIBIT NUMBERING NO. PAGE NO. - --------- --------------- 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 23.01 Consent of Deloitte & Touche LLP (included in Part II of this Amendment No. 4 to Registration Statement).................................................................... 23.02 Consent of Best Best & Krieger LLP (included in Part II of this Amendment No. 4 to Registration Statement).................................................................... 23.03 Consent of Richard L. Hinckley, Esq. (included in Part II of this Amendment No. 4 to Registration Statement)....................................................................
II-11
SEQUENTIAL EXHIBIT NUMBERING NO. PAGE NO. - --------- --------------- 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).........................................................................
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:
EXHIBIT ORIGINALLY FILED NO. DESCRIPTION AS EXHIBIT FILE NO. - ----------- ------------------------------------------------------------------- --------------------- ----------- 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
II-12
EXHIBIT ORIGINALLY FILED NO. DESCRIPTION AS EXHIBIT FILE NO. - ----------- ------------------------------------------------------------------- --------------------- ----------- 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
II-13 EX-12.01 2 EXHIBIT 12.01 - COMPUTATION OF RATIOS EXHIBIT 12.01 NEVADA POWER COMPANY Computation of Ratios of Earnings to Fixed Charges (In Thousands)
Year Ended December 31, ---------------------------------------------------------- 1996 1995 1994 1993 1992 -------- -------- --------- ------- -------- EARNINGS: Net Income 78,868 76,971 81,870 73,546 56,780 Taxes on Income 44,970 37,790 44,716 39,665 29,223 Net Income Before Income Taxes 123,838 114,761 126,586 113,213 86,003 Fixed Charges 64,509 62,273 60,042 59,437 60,762 -------- -------- -------- -------- -------- Total 188,347 177,034 186,828 172,650 146,765 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- FIXED CHARGES: Interest Charges 63,548 61,466 58,839 58,699 59,801 One-third Annual Rentals 961 807 1,203 738 961 -------- -------- -------- -------- -------- Total 64,509 62,273 60,042 59,437 60,762 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- 12 MONTHS RATIO OF EARNINGS TO FIXED CHARGES 2.92 2.84 3.11 2.90 2.42
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