UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
| o Preliminary Proxy Statement | ||
| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
| o Definitive Proxy Statement | ||
| þ Definitive Additional Materials | ||
| o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 | ||
SIERRA PACIFIC RESOURCES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. |
| o | Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11. |
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| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (4) | Date Filed: |
| Walter M. Higgins Chairman, President and Chief Executive Officer | July 11, 2003 |
Dear Stockholder:
By now, you should have received your proxy statement and proxy card for the Sierra Pacific Resources Special Meeting. The 2003 Special Meeting is scheduled to be held on August 11th and according to our records, your shares have not yet been voted. Because the approval of a majority of all outstanding Sierra Pacific Resources common shares is necessary to approve this proposal, your vote is essential.
Your shares cannot be voted unless you give your specific instructions and sign, date and return your proxy card.
Sierra Pacific Resources’ Board of Directors recommends that stockholders vote “FOR” the proposal.
Your vote is extremely important. Please vote today, using the enclosed proxy card and return envelope.If you have any questions or if you need assistance voting, please call Morrow & Co., Inc., our proxy solicitor, at 1-800-607-0088.
Thank you for taking the time to vote your shares.
| Sincerely yours, | |
 |
| Sierra Pacific Resources 6100 Neil Road Reno, Nevada 89511 | PROXY |
This proxy is solicited by the Board of Directors for use at the Special Meeting on August 11, 2003.
The undersigned hereby appoints Walter M. Higgins III and C. Stanley Hunterton or any one or more of them, attorneys with full power of substitution to each for and in the name of the undersigned, with all powers the undersigned would possess if personally present to vote the Common Stock of the undersigned in Sierra Pacific Resources at the Special Meeting of Stockholders to be held on August 11, 2003, at 10:00 a.m. local time, at the corporate headquarters of Sierra Pacific Resources at 6100 Neil Road, Reno, Nevada, or at any adjournment thereof, upon the matters described in the accompanying Notice of Special Meeting of Stockholders and Proxy Statement for the Special Meeting of Stockholders, receipt of which is hereby acknowledged, and upon any other business that may properly come before the Special Meeting of Stockholders or any adjournment thereof. Said proxies are directed to vote on the matters described in the Special Meeting of Stockholders and Proxy Statement for the Special Meeting of Stockholders as follows, and otherwise in their discretion upon such other business as may properly come before the Special Meeting of Stockholders or any adjournment thereof.
Our Board of Directors has determined that providing the Company with the ability to issue the additional Shares so that the Company will have the option to issue shares of Common Stock in lieu of paying the cash portion of the conversion price of our Notes is in the Company’s and your best interest. Our Board unanimously recommends that you voteFORthe proposal at the special meeting.
Your vote is important. Whether or not you plan to attend the special meeting, please indicate your vote, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you attend the special meeting and prefer to vote your shares in person, you will be able to do so.
See reverse for voting instructions.
The Board of Directors Recommends a Vote FOR Proposal 1.
| 1. | To approve the potential issuance of up to 42,736,920 additional shares of Sierra Pacific Resources Common Stock for payment of the cash portion of the conversion price payable upon conversion of Sierra Pacific Resources’ currently outstanding $300 million principal amount of 7.25% Convertible Notes due 2010. |
| o FOR | o AGAINST | o ABSTAIN |
| 2. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
PLEASE COMPLETE, INDICATE YOUR VOTE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING ON AUGUST 11, 2003. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR THE ABOVE-STATED PROPOSAL.
| Date ____________________________, 2003 |
| Address change? Mark Box o Indicate changes below: |
| Signature(s) in Box Please sign exactly as your name or names appear hereon. For more than one owner as shown above, each should sign. When signing in a fiduciary or representative capacity, please give full title. If this proxy is submitted by a corporation, it should be executed in the full corporate name by a duly authorized officer; if a partnership, please sign in partnership name by an authorized person. |