As filed with the Securities and Exchange Commission on July 28, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Nevada Power Company
(Exact name of issuer as specified in the charter)
NEVADA 88-0045330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6226 West Sahara Avenue, Las Vegas, Nevada 89102
(Address of Principal Executive Offices)(Zip Code)
Nevada Power Company 401(k) Savings Plan
(Full title of the plan)
Charles A. Lenzie, Chairman of the Board, Nevada Power Company,
P.O. Box 230, Las Vegas, Nevada 89151
(Name and address of agent for service)
Telephone (702) 367-5000
(Telephone number, including area code, of agent for service)
Copies to:
GLEN E. STEPHENS, Esq.
Best, Best & Krieger
P.O. Box 1028
Riverside, California 92502
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Proposed Proposed Maximum Amount of
Title of Each Class Amount Maximum Aggregate Registration
of Securities to to be Offering Offering Fee
be Registered Registered Price Price Per Unit(1)
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Common Stock, par value
$1 per share......... 200,000 shares $19.50 $3,900,000 $1,344.83
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(1) Estimated pursuant to Rule 457(h) and Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the high and low
prices of the registrant's Common Stock reported on the Consolidated Tape on
July 24, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
INCORPORATION BY REFERENCE OF FORM S-8, FILE NO. 33-50809
There is hereby incorporated herein by reference the contents of the
registration statement previously filed by Nevada Power Company on Form S-8,
File No. 33-50809.
DOCUMENTS INCORPORATED BY REFERENCE BY THE PLAN
The Plan hereby incorporates by reference the Plan's Annual Report on Form 11-K
for the year ended December 31, 1994, File No. 1 4698 1994.
All documents hereafter filed by the Plan pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered pursuant
to this Registration Statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
LEGAL OPINIONS
The validity of the Common Stock will be passed upon the Company by Mr. Richard
L. Hinckley, Vice President, Secretary and General Counsel for the Company, and
by Best, Best & Krieger, 3750 University Avenue, Riverside, California. For
the purposes of their opinion, Best, Best & Krieger, may rely on the opinion
of Mr. Hinckley as to matters governed by the law of the State of Nevada.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in the Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1994 and from the Annual Report
on Form 11-K of Nevada Power 401(k) Savings Plan for the year ended December
31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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Part II
Item 8. List of Exhibits Not Previously Filed On Form S-8, File No. 33-50809
5.1 Opinion of Best, Best & Krieger re Common Stock.
5.2 Opinion of Best, Best & Krieger re ERISA compliance and Plan
qualification under Internal Revenue Code of 1986 section 401(a).
23.1 Consent of Richard L. Hinckley (included in Part II of this
Registration Statement).
23.2 Consent of Deloitte & Touche LLP (included in Part II of this
Registration Statement).
23.3 Consent of Best, Best & Krieger (included in Part II of this
Registration Statement).
99.1 Nevada Power Company 401(k) Savings Plan, Amendment - 1993-1.
99.2 Nevada Power Company 401(k) Savings Plan, Amendment - 1994-1.
99.3 Nevada Power Company 401(k) Savings Plan, Amendment - 1995-1.
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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-8 and has duly caused this 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
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July, 1995.
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NEVADA POWER COMPANY
By CHARLES A. LENZIE
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(Charles A. Lenzie, Chairman of the Board
and Chief Executive Officer)
POWER OF ATTORNEY
Know All By These Presents, that each individual whose signature
appears below constitutes and appoints Charles A. Lenzie and Steven W. Rigazio,
and each of them, his true and lawful attorneys in fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys in
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys in fact and
agents, or any of them, or their or his substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
(1) PRINCIPAL EXECUTIVE OFFICER
Chairman of the
Board and Chief
CHARLES A. LENZIE Executive Officer July 26, 1995
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(CHARLES A. LENZIE)
(2) PRINCIPAL FINANCIAL AND
PRINCIPAL ACCOUNTING OFFICER
Vice President, Finance and
Planning, Treasurer,
STEVEN W. RIGAZIO Chief Financial Officer July 26, 1995
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(STEVEN W. RIGAZIO)
(3) DIRECTORS
MARY LEE COLEMAN Director July 26, 1995
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(MARY LEE COLEMAN)
FRED D. GIBSON, JR. Director July 26, 1995
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(FRED D. GIBSON, JR.)
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JOHN L. GOOLSBY Director July 26, 1995
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(JOHN L. GOOLSBY)
JERRY E. HERBST Director July 26, 1995
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(JERRY E. HERBST)
JAMES C. HOLCOMBE Director July 26, 1995
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(JAMES C. HOLCOMBE)
CONRAD L. RYAN Director July 26, 1995
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(CONRAD L. RYAN)
Director , 1995
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(FRANK E. SCOTT)
A. M. SMITH Director July 26, 1995
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(A. M. SMITH)
J. A. TIBERTI Director July 26, 1995
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(J. A. TIBERTI)
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Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on the 26th day of July, 1995.
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Nevada Power Company
401(k) Savings Plan
By CHARLES A. LENZIE
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CHARLES A. LENZIE
401(k) Savings Plan
Committee Chairman
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EXHIBIT 23.1
CONSENT OF COUNSEL
I hereby consent to the use of my name as Vice President, Secretary and
General Counsel of the Company wherever it appears in the Registration
Statement, and all amendments thereto.
RICHARD L. HINKCLEY
RICHARD L. HINCKLEY
Las Vegas, Nevada
July 26, 1995
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Nevada Power Company on Form S-8 of our reports dated February 10, 1995 and
June 24, 1995, appearing in or incorporated by reference in the Annual Report
on Form 10-K of Nevada Power Company for the year ended December 31, 1994,
and in the Annual Report on Form 11-K of Nevada Power 401(k) Savings Plan for
the year ended December 31, 1994, respectively. We also consent to the
reference to us under the heading "Experts" in the prospectus which is part
of such Registration Statement.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
July 26, 1995
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EXHIBIT 23.3
CONSENT OF COUNSEL
We hereby consent to all references to our Firm included in or made a part
of this Registration Statement, and all amendments thereto.
BEST, BEST & KRIEGER
BEST, BEST & KRIEGER
Riverside, California
July 27, 1995
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EXHIBIT INDEX
Exhibit
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5.1 Opinion of Best, Best & Krieger re Common Stock.
5.2 Opinion of Best, Best & Krieger and Plan qualification under Internal
Revenue Code of 1986 Section 401(a).
23.1 Consent of Richard L. Hinckley (included in Part II of this Registration
Statement).
23.2 Consent of Deloitte & Touche LLP(included in Part II of this Registration
Statement).
23.3 Consent of Best, Best & Krieger (included in Part II of this Registration
Statement).
99.1 Nevada Power Company 401(k) Savings Plan, Amendment 1993-1
99.2 Nevada Power Company 401(k) Savings Plan, Amendment 1994-1.
99.3 Nevada Power Company 401(k) Savings Plan, Amendment 1995-1.
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