-----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, DXQhPuyiQncDZbJmCeux2iYi9PdIxcbbQefJPR1y4zcgYxp1VTgOJJXfXHUx0qED Bn5AIjlUaEg/us89siCPBg== 0000950135-03-004320.txt : 20030812 0000950135-03-004320.hdr.sgml : 20030812 20030812164041 ACCESSION NUMBER: 0000950135-03-004320 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030811 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030812 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: 03837992 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 POWER CO CENTRAL INDEX KEY: 0000090144 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 880044418 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00508 FILM NUMBER: 03837991 BUSINESS ADDRESS: STREET 1: 6100 NEIL RD STREET 2: P O BOX 10100 CITY: RENO STATE: NV ZIP: 89520-0400 BUSINESS PHONE: 7026895408 MAIL ADDRESS: STREET 1: 6100 NEIL ROAD STREET 2: P.O. BOX 10100 CITY: RENO STATE: NV ZIP: 89520 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: 03837990 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 b47393sse8vk.txt SIERRA PACIFIC RESOURCES 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 11, 2003 Registrant, State of Incorporation, Address of Commission File Principal Executive Offices I.R.S. employer Number and Telephone Number Identification Number 1-08788 SIERRA PACIFIC RESOURCES 88-0198358 P.O. Box 10100 (6100 Neil Road) Reno, Nevada 89520-0400 (89511) (775) 834-4011 2-28348 NEVADA POWER COMPANY 88-0420104 6226 West Sahara Avenue Las Vegas, Nevada 89146 (702) 367-5000 0-00508 SIERRA PACIFIC POWER COMPANY 88-0044418 P.O. Box 10100 (6100 Neil Road) Reno, Nevada 89520-0400 (89511) (775) 834-4011 None - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) ITEM 5. OTHER EVENTS On August 11, 2003, Sierra Pacific Resources ("SPR"), the parent corporation of Nevada Power Company and Sierra Pacific Power Company, held a special meeting of its shareholders at which it received shareholder approval to issue up to 42,736,920 additional shares of SPR's common stock in lieu of the cash payment component of the conversion price of SPR's 7.25% Convertible Notes due 2010 (the "Notes"). SPR issued the Notes on February 14, 2003. The holders of the Notes are entitled to receive, for each $1,000 principal amount of Notes surrendered for conversion, (i) 76.7073 shares of SPR's common stock, and (ii) an amount of cash equal to the market value of 142.4564 shares of SPR's common stock at the time of conversion (the "cash payment component"), based on the average closing price of SPR's common stock over five consecutive trading days. As a result of receiving shareholder approval, SPR has the option of issuing shares of its common stock in lieu of the cash payment component of the conversion price of the Notes. SPR issued a press release announcing the results of the special shareholder vote. A copy of the press release, dated August 11, 2003, is attached as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. Not required (b) Pro forma financial information. Not required (c) Exhibit. 99.1 Sierra Pacific Resources - Press Release issued August 11, 2003 SIGNATURE 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: August 12, 2003 By: /s/ Richard K. Atkinson --------------- --------------------------------- Richard K. Atkinson Vice President and Chief Financial Officer NEVADA POWER COMPANY (Registrant) Date: August 12, 2003 By: /s/ Richard K. Atkinson --------------- --------------------------------- Richard K. Atkinson Vice President and Chief Financial Officer SIERRA PACIFIC POWER COMPANY (Registrant) Date: August 12, 2003 By: /s/ Richard K. Atkinson --------------- --------------------------------- Richard K. Atkinson Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit 99.1 Sierra Pacific Resources- Press Release issued August 11, 2003. EX-99.1 3 b47393ssexv99w1.txt PRESS RELEASE DATED 8-11-03 EXHIBIT 99.1 Aug. 11, 2003 SIERRA PACIFIC RESOURCES' SHAREHOLDERS APPROVE POTENTIAL STOCK ISSUANCE Reno, Nev. -- Sierra Pacific Resources' (NYSE: SPR) proposal providing an option to issue additional shares of common stock in connection with the conversion of its $300 million of 7.25% of convertible notes due in 2010 was approved today at a special shareholders' meeting at the company's Reno office. Of 91,698,590 votes cast, approximately two-thirds, or 58,704,509 shares, were in favor of the possible conversion. A total of 31,702,220 shares were voted against the measure and 1,286,861 shares abstained. Favorable votes represented more than 50% of the company's total outstanding shares of common stock. "We are pleased that shareholders have given us the option to convert the notes entirely into common stock," said Walt Higgins, chairman, president and chief executive officer of Sierra Pacific Resources. "The option of issuing shares rather than paying the cash conversion price of the notes will allow us the option to reduce our debt without requiring additional cash. "We are continuing to move forward with the initiatives that will restore our company to financial and operational health," Higgins added. Headquartered in Nevada, Sierra Pacific Resources is a holding company whose principal subsidiaries are Nevada Power Company, the electric utility for most of southern Nevada, and Sierra Pacific Power Company, the electric utility for most of northern Nevada and the Lake Tahoe area of California. Sierra Pacific Power Company also distributes natural gas in the Reno-Sparks area of northern Nevada. Other subsidiaries include the Tuscarora Gas Pipeline Company, which owns a 50% interest in an interstate natural gas transmission partnership. ### FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements regarding the future performance of Sierra Pacific Resources and its subsidiaries, Nevada Power Company and Sierra Pacific Power 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. For Sierra Pacific Resources, these risks and uncertainties include, but are not limited to, Resources' ability to access the capital markets to refinance future debt maturities and for general corporate purposes, Resources' ability to receive dividends from its subsidiaries and the financial performance of the Company's subsidiaries, particularly Nevada Power Company and Sierra Pacific Power Company. For Nevada Power Company and Sierra Pacific Power Company, these risks and uncertainties include, but are not limited to, unfavorable rulings in their future rate cases, their ability to access the capital markets to refinance debt and for general corporate purposes, their ability to purchase sufficient power to meet their power demands, whether terminated power suppliers will be successful in pursuing claims against Nevada Power and Sierra Pacific Power for liquidated damages under their terminated power contracts and weather conditions during the summer months of 2003 and beyond. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of Sierra Pacific Resources, Nevada Power Company and Sierra Pacific Power Company are contained in their Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed with the SEC. The Companies undertake 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. -----END PRIVACY-ENHANCED MESSAGE-----