-----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, EIlNpiJf1brTVatRWqOM6wb/WA3mFxplug6eo9KWGZtya0dN6YA+dx1xMpL+EkRh hhpbdfAmOIXhuILv7B4E+Q== 0000950135-05-007088.txt : 20051222 0000950135-05-007088.hdr.sgml : 20051222 20051222171438 ACCESSION NUMBER: 0000950135-05-007088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051219 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 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: 051282932 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 b582778ke8vk.htm SIERRA PACIFIC RESOURCES e8vk
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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) December 19, 2005
         
    Registrant, State of Incorporation, Address of   I.R.S. Employer
Commission File   Principal Executive Offices and Telephone   Identification
Number
  Number
  Number

1-08788
 
SIERRA PACIFIC RESOURCES
 
88-0198358
    Nevada    
    P.O. Box 10100 (6100 Neil Road)    
    Reno, Nevada 89520-0400 (89511)    
    (775) 834-4011    
None
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Section 3—Securities and Trading Markets
Item 3.03 Material Modifications to Rights of Security Holders
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-4.1 Amendment No. 1 to the Amended and Restated Rights Agreement


Table of Contents

Sierra Pacific Resources
Section 3—Securities and Trading Markets
Item 3.03   Material Modifications to Rights of Security Holders
     On December 19, 2005, the Board of Directors of Sierra Pacific Resources (the “Company”) voted to amend the Rights Agreement, dated as of February 28, 2001 (as amended and restated, the “Rights Agreement”), between the Company and Wells Fargo Bank Minnesota, N.A., to accelerate the final expiration date of the rights (“Rights”) issued thereunder to 5:00 p.m., New York City time, December 19, 2005, and to terminate the Rights Agreement upon the expiration of the Rights. The form of amendment is attached hereto as Exhibit 4.1 and is incorporated herein by reference in its entirety.
     The Company’s Board of Directors also adopted a policy governing future entry into a shareholder rights agreement or similar agreement (a “shareholder rights plan”). The Company’s policy is to seek shareholder approval prior to the adoption of a shareholder rights plan, unless the board, in the exercise of its fiduciary duties and with the concurrence of a majority of its independent members, determines that, under the circumstances existing at the time, it is in the best interests of the Company’s shareholders to adopt a shareholder rights plan without first obtaining shareholder approval. If a shareholder rights plan is adopted without prior shareholder approval, the plan must provide that it shall expire, unless ratified by shareholders, within one year of adoption.
Section 9—Financial Statements and Exhibits
Item 9.01   Financial Statements and Exhibits.
(c) Exhibits.
     4.1 Amendment No. 1 to the Amended and Restated Rights Agreement Dated as of February 28, 2001.

 


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  Sierra Pacific Resources
(Registrant)
 
 
Date: December 22, 2005  By:   /s/ John E. Brown    
    John E. Brown   
    Controller   
 

 

EX-4.1 2 b582778kexv4w1.htm EX-4.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT exv4w1
 

Ex. 4.1
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED RIGHTS AGREEMENT
DATED AS OF FEBRUARY 28, 2001

 
     This AMENDMENT NO. 1 (this “Amendment”), dated as of December 19, 2005, to the amended and restated rights agreement dated February 28, 2001 (the “Rights Agreement”), between Sierra Pacific Resources, a Nevada corporation (the “Company”), and Wells Fargo Bank Minnesota, N.A., as successor Rights Agent to Harris Trust and Savings Bank (the “Rights Agent”).
     WHEREAS, on October 13, 1989, the Company entered into the Rights Agreement between the Company and Bank of America National Trust and Savings Association;
     WHEREAS, on September 21, 1999, the Company determined it desirable and in the best interest of the Company and its shareholders to extend the Rights Agreement by executing an amended and restated Rights Agreement with the Rights Agent;
     WHEREAS, on February 28, 2001, the Rights Agreement was further amended and restated;
     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company prior to the Distribution Date may amend any provision of the Rights Agreement without the approval of any holders of Rights if, when amended, the Rights (as defined in the Rights Agreement) were then redeemable by the Company;
     WHEREAS, the Rights are currently redeemable pursuant to Section 23 of the Rights Agreement; and
     WHEREAS, the parties hereto desire to amend the Rights Agreement in accordance with Section 27 thereof and to establish December 19, 2005, as the Final Expiration Date.
     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:
ARTICLE I
AMENDMENT TO THE RIGHTS AGREEMENT

 


 

     Section 1.1 Amendment to the Rights Agreement. Section 7(a) of the Rights Agreement is hereby amended by deleting clause (i) in its entirety and replacing it with the following:
(i) 5:00 p.m., New York City time, on December 19, 2005, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board, the “Final Expiration Date”), or
ARTICLE II
MISCELLANEOUS
     Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Rights Agreement.
     Section 2.2 No Further Amendment. Except as expressly amended hereby, the Rights Agreement is in all respects confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Rights Agreement or any of the documents referred to therein.
     Section 2.3 Effect of Amendment. This Amendment shall form a part of the Rights Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Rights Agreement shall be deemed a reference to the Rights Agreement as amended hereby.
     Section 2.4 Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.
     Section 2.5 Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that notwithstanding anything in this Amendment to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board of Directors of the Company determines in its good faith judgment that severing the invalid language from this Amendment would adversely affect the purpose or effect of this Amendment, the right of redemption set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business on the tenth Business Day following the date of such determination by the Board of Directors.

 


 

     Section 2.6 Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
     Section 2.7 Descriptive Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
     IN WITNESS WHEREOF, Company and Rights Agent have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
         
  SIERRA PACIFIC RESOURCES
 
 
  By:   /s/ Colleen J. Rice  
    Colleen J. Rice, Esq.
    Acting General Counsel and Acting Corporate Secretary
 
         
  WELLS FARGO BANK MINNESOTA, N.A.
 
 
  By:   /s/ Barbara M. Novak  
    Barbara M. Novak  
    Vice President  
 

 

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