-----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, EmMiUkn8ZBuSxJoO8f+cXK2KtuX14ZF9IHjxov95ZMtL9IBLon+ugyMAvIOjPMSO IogHSacJj8dtKzktN3GGUg== 0000950135-03-004467.txt : 20030815 0000950135-03-004467.hdr.sgml : 20030815 20030815133430 ACCESSION NUMBER: 0000950135-03-004467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030813 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030815 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-28348 FILM NUMBER: 03850221 BUSINESS ADDRESS: STREET 1: 6226 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89146 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: SIERRA PACIFIC RESOURCES /NV/ CENTRAL INDEX KEY: 0000741508 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 880198358 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08788 FILM NUMBER: 03850222 BUSINESS ADDRESS: STREET 1: PO BOX 30150 STREET 2: 6100 NEIL RD CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 7758344011 MAIL ADDRESS: STREET 1: P O BOX 30150 STREET 2: 6100 NEIL ROAD CITY: RENO STATE: NV ZIP: 89511 8-K 1 b47393npe8vk.txt SIERRA PACIFIC RESOURSES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) August 13, 2003 --------------- Commission Registrant, State of Incorporation, Address I.R.S. Employer File Number of Principal Executive Offices and Number Telephone Number 1-8788 SIERRA PACIFIC RESOURCES 88-0198358 P.O. Box 10100 (6100 Neil Road) Reno, Nevada 895-0400 (89511) (775) 834-4011 1-4698 NEVADA POWER COMPANY 88-0045330 6226 West Sahara Avenue Las Vegas, Nevada 89146 (702) 367-5000 None - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) ITEM 5. OTHER EVENTS On August 13, 2003, Nevada Power Company (the "Company"), a wholly-owned subsidiary of Sierra Pacific Resources ("Resources"), announced that it has priced a private offering of $350 million principal amount of its 9% General and Refunding Mortgage Notes, Series G, due 2013. The notes are expected to be delivered on August 18, 2003. A copy of the press release is attached as Exhibit 99.1 hereto. In connection the offering, the Company has prepared an Offering Memorandum for distribution to the purchasers. Excerpts from this Offering Memorandum containing certain updated information regarding the Company and Resources are attached as Exhibit 99.2 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired Not required (b) Pro forma financial information Not required (c) Exhibits 99.1 Press Release dated August 13, 2003 99.2 Excerpts from the Offering Memorandum SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have each duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. SIERRA PACIFIC RESOURCES ------------------------ (Registrant) Date: August 14, 2003 By: /s/ Richard K. Atkinson ---------------------------------- Richard K. Atkinson Vice President and Chief Financial Officer NEVADA POWER COMPANY -------------------- (Registrant) Date: August 14, 2003 By: /s/ Richard K. Atkinson ---------------------------------- Richard K. Atkinson Vice President and Chief Financial Officer EXHIBIT INDEX 99.1 - Press Release dated August 13, 2003 99.2 - Excerpts from the Offering Memorandum EX-99.1 3 b47393npexv99w1.txt PRESS RELEASE, DATED AUGUST 13, 2003 Exhibit 99.1 NEVADA POWER PRICES PRIVATE OFFERING AUGUST 13, 2003 Nevada Power Contact: Media: Sonya Headen; (702) 367-5222 Analyst: Vicki Erickson; (775) 834-5646 Phone: please see above For Immediate Release Las Vegas, Nev. - Nevada Power Company, a subsidiary of Sierra Pacific Resources (NYSE: SRP), announced today that it has priced a private offering of $350 million principal amount of its 9% General and Refunding Mortgage Notes, Series G, due 2013. The notes are expected to be delivered on August 18, 2003. As previously announced, the company plans to use the proceeds from the sale of the notes to repay $210 million of its unsecured 6% Notes due September 15, 2003 and $140 million of its General and Refunding Mortgage Notes, Floating Rate, Series B, due October 15, 2003, on or prior to maturity. The notes, with a term of 10 years, will be secured by the lien of the company's General and Refunding Mortgage Indenture. The notes will be sold to qualified institutional buyers in reliance on Rule 144A and outside the United States in compliance with Regulation S under the Securities Act of 1933 (the "Securities Act"). The notes will not be registered under the Securities Act and may not be offered or sold by holders thereof without registration unless an exemption from such registration is available. Nevada Power Company is a regulated public utility engaged in the distribution, transmission, generation, purchase and sale of electric energy in the southern Nevada communities of Las Vegas, North Las Vegas, Henderson, Searchlight, Laughlin and their adjoining areas. The company also provides electricity to Nellis Air Force Base, the Department of Energy at Mercury and Jackass Flats at the Nevada Test Site. Nevada Power Company provides electricity to approximately 669,000 residential and business customers in a 4,500 square mile service area. This press release does not constitute an offer to sell these securities, nor a solicitation of an offer to purchase these securities, nor is it a solicitation of any proxy or consent for any purpose. This press release may contain forward-looking statements regarding the future performance of the company within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. If the company is unable to consummate the offering of the notes in a timely manner, its ability to repay the $350 million of its indebtedness referenced above will be adversely affected. Other risks and uncertainties include, but are not limited to, further unfavorable rulings in future rate cases, the ability of the company to access capital markets for working capital and the repayment of maturing debt, whether suppliers, such as Enron Power Marketing, that have terminated their power supply agreements with the company will be successful in pursuing their claims against the company for liquidated damages, whether the company will have sufficient liquidity to pay for its power requirements, operating hazards, uninsured risks and changes in energy-related federal or state legislation and regulations. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of the company are contained in the company's 10-K for the year ended December 31, 2002 and the company's 10-Q for the quarter ended June 30, 2003, filed with the Securities and Exchange Commission. The company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. EX-99.2 4 b47393npexv99w2.txt EXCERPTS FROM THE OFFERING MEMORANDUM Exhibit 99.2 Reference in this offering memorandum to "we," us," "our" and "NPC" refer to Nevada Power Company, unless the context indicates otherwise. RECENT DEVELOPMENTS ENRON LITIGATION Enron Power Marketing, Inc. ("Enron") has filed a complaint with the United States Bankruptcy Court for the Southern District of New York seeking to recover approximately $216 million from us for liquidated damages for power supply contracts terminated by Enron in May 2002 and for power previously delivered to us. See "Risk Factors" on page 9 for a description of the Enron litigation. On August 7, 2003, the Bankruptcy Court heard oral arguments from the parties on the motions currently in front of the Bankruptcy Court. The bankruptcy judge has not indicated when a decision may be expected. A decision adverse to us in the lawsuit with respect to liability as to Enron's claims on the merits for undelivered power, would have a material adverse effect on our financial condition and liquidity and would render our ability to operate outside of bankruptcy uncertain. SIERRA PACIFIC RESOURCES SPECIAL SHAREHOLDER MEETING On February 14, 2003, Sierra Pacific Resources issued and sold $300 million of its 7.25% Convertible Notes due 2010. The Convertible Notes were issued to the holders with registration rights. The Convertible Notes are not convertible prior to August 14, 2003. At any time on or after August 14, 2003 through the close of business February 14, 2010, the holders of the Convertible Notes may convert their notes into shares of Sierra Pacific Resources' common stock. Pursuant to the terms of the Convertible Notes, the holders of the Convertible Notes are entitled to receive (i) 76.7073 shares of Sierra Pacific Resources' common stock for each $1,000 principal amount of Convertible Notes surrendered for conversion, and (ii) an amount of cash equal to the market value of 142.4564 shares of Sierra Pacific Resources' common stock at the time of conversion, based on the average closing price of such common stock over five consecutive trading days, for each $1,000 principal amount of Convertible Notes surrendered for conversion. On August 11, 2003, Sierra Pacific Resources held a special shareholders meeting at which it received shareholder approval to have the option of issuing shares of its common stock in lieu of the cash payment component of the conversion price of the notes. REVOLVING CREDIT FACILITY On June 30, 2003, we entered into a $60 million Revolving Credit Agreement with Merrill Lynch Capital Corporation to provide additional liquidity for our summer 2003 power purchases. As of July 31, 2003, we had borrowed $20 million under the credit facility, which was paid in full on August 11, 2003. The Credit Agreement prohibits payments to Sierra Pacific Resources in respect of our common stock and provides that our ratio of consolidated total debt to consolidated total capitalization may not exceed .65 to 1.00. Our obligations under our Credit Agreement are secured by our $60 million Series F General and Refunding Mortgage Bond. Our Credit Agreement will expire no later than September 8, 2003. OTHER PROCEEDINGS On August 8, 2003, the Bureau of Consumer Protection ("BCP") of the Office of the Attorney General of Nevada filed suit in Nevada District Court in Las Vegas challenging the May 13, 2003 decision of the PUCN in our deferred energy rate case on the grounds that the PUCN should have disallowed additional deferred purchased power and fuel costs. If the Nevada District Court rules in favor of the BCP's lawsuit and disallows additional deferred purchased power and fuel costs, our financial condition and operations may be adversely affected. ------------------------ We are incorporated in Nevada. Our principal executive office is located at 6226 W. Sahara Avenue, (P.O. Box 230), Las Vegas, Nevada 89146 and our telephone number is (702) 367-5000. 5 -----END PRIVACY-ENHANCED MESSAGE-----