As filed with the Securities and Exchange Commission on June 19, 1996
Registration No. 333-4374
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement Under the Securities Act of 1933
SIERRA PACIFIC RESOURCES
(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0198358
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
P.O. Box 30150 (6100 Neil Road),Reno, Nevada 89520-3150 (702) 689-3600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
WILLIAM E. PETERSON, ESQ.
Sierra Pacific Resources
P.O. Box 30150 (6100 Neil Road)
Reno, Nevada 89520-3150
(702) 689-3600
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent For Service)
__________
Copy to:
WILLIAM C. ROGERS, ESQ.
Choate, Hall & Stewart
53 State Street
Boston, Massachusetts 02109-2891
(617) 248-5000
__________
Approximate date of commencement of proposed sale to the public: July 1, 1996
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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Subject to Completion, Dated June 19, 1996
PROSPECTUS
SIERRA PACIFIC RESOURCES
Common Stock Investment Plan
The Common Stock Investment Plan (the "Plan") of Sierra Pacific Resources
(the "Company") provides holders of its Common Stock, $1.00 par value (the
"Common Stock"), and other investors with a convenient and economical method of
investing in shares of the Company's Common Stock without payment of service
charges.
Shares may be purchased through the Plan by:
- SHAREHOLDERS, who may reinvest dividends on all of their shares of
Common Stock for which they hold certificates issued in their own
names;
- INVESTORS WHO ARE NOT ALREADY SHAREHOLDERS, who may join the Plan by
making an initial investment of at least $50, up to a maximum of
$100,000 per year, which will be used to purchase Common Stock, and
thereafter have all dividends on shares purchased under the Plan
automatically reinvested in additional shares of Common Stock; and
- ALL PARTICIPANTS, who may invest at their option additional cash
amounts of not less than $50 per payment, up to $100,000 per year, for
the purchase of additional shares of Common Stock for their Plan
accounts.
This Prospectus relates to authorized and unissued shares of Common Stock
of the Company registered for issuance under the Plan. The price of such shares
will be 100% of the average of the highest and lowest prices for the Company's
Common Stock in the consolidated reporting system for trades on the New York
Stock Exchange on the pricing date, which normally will be the same date as the
dividend payment date or, in any month in which a cash dividend is not paid, the
first day of such month. Shares may also be purchased for the Plan on the open
market, in which case the price will be the average price (including brokerage
commissions) paid for all shares purchased during the relevant Investment
Period. See Question 19 under "Description of the Plan."
The Plan represents an amendment to the Company's existing Dividend
Reinvestment and Stock Purchase Plan. SHAREHOLDERS WHO ARE ALREADY
PARTICIPATING IN THE EXISTING PLAN NEED TAKE NO FURTHER ACTION AT THIS TIME.
Shareholders who do not elect to participate in the Plan will continue to
receive cash dividends, as declared, by check.
The terms and conditions governing the Plan are described in this
Prospectus, and it is suggested that this Prospectus be retained for future
reference.
Outstanding shares of Common Stock are, and the shares of Common Stock
offered hereby will be, listed on the New York Stock Exchange. The reported
last sale price of the Common Stock on the New York Stock Exchange on June __,
1996, was __________.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is ____________ , 1996.
INTRODUCTORY STATEMENT
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, regarding
the Company's directors, the remuneration paid to the Company's directors and
officers, and interests of management and others in certain transactions with
the Company is disclosed in proxy statements distributed to shareholders of the
Company and filed by the Company with the Commission. The Company's subsidiary,
the Sierra Pacific Power Company (the "Power Company"), is also subject to the
informational requirements of the Exchange Act and, in accordance therewith,
files reports and other information with the Commission. Such reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60604. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Company's Common Stock is listed on the New York Stock Exchange at
20 Broad Street, New York, New York 10005, where reports, proxy materials and
other information concerning the Company can also be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company and the Power Company with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995, including the Form 10-K/A amendment thereto; and the Power Company's
Annual Report on Form 10-K for the year ended December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and the Power Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
3. The description of the Company's Common Stock, and associated Common
Stock Purchase Rights, included in the Company's registration of such securities
under Section 12 of the Exchange Act, including all amendments and reports
amending such description.
All documents filed by the Company or the Power Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this Prospectus modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Certain information contained in this Prospectus summarizes, is based upon,
or refers to, information and financial statements, contained in one or more
documents incorporated or deemed to
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be incorporated by reference in this Prospectus; accordingly, such information
contained herein is qualified in its entirety by reference to such documents and
should be read in conjunction therewith.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
which are incorporated by reference in this Prospectus (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to John
Brown, Manager, Shareholder Relations, Sierra Pacific Resources, P.O. Box 30150,
Reno, Nevada 89520-3150, telephone (702) 689-3610.
SUMMARY OF PLAN
The following summary description of the Common Stock Investment Plan (the
"Plan") of Sierra Pacific Resources (the "Company") is qualified by reference to
the full text of the Plan which is contained herein. Terms used in the summary
have the meanings attributed to them in the Plan.
PURPOSE OF PLAN. . . . . . . . . . The primary purpose is to provide holders
of the Company's Common Stock and other
investors with a convenient and
economical method of investing in shares
of the Company's Common Stock without
payment of service charges. Because the
Plan represents an amendment to the
Company's existing Dividend Reinvestment
and Stock Purchase Plan, SHAREHOLDERS WHO
ARE ALREADY PARTICIPATING IN THE EXISTING
PLAN NEED TAKE NO FURTHER ACTION AT THIS
TIME.
PURCHASE PRICE OF STOCK. . . . . . The shares offered under the Plan may be
either newly-issued shares or shares
purchased on the open market. The
Purchase Price for newly-issued shares
will be 100% of the average of the
highest and lowest prices for the
Company's Common Stock in the
consolidated reporting system for trades
on the New York Stock Exchange on the
pricing date, which normally will be the
same date as the dividend payment date
or, in any month in which a cash dividend
is not paid, the first day of such month.
Shares may also be obtained for the Plan
through open market purchases, in which
case the price will be the average price
(including brokerage commissions) paid
for all shares purchased during the
relevant Investment Period.
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PLAN LIMITATIONS . . . . . . . . . Optional cash investments are subject to
a minimum of $50 per monthly investment
period and a maximum of $100,000 per
year.
ELIGIBLE PARTICIPANTS. . . . . . . CURRENT SHAREHOLDERS, who may reinvest
dividends on all of their shares of
Common Stock for which they hold
certificates issued in their own names.
INVESTORS WHO ARE NOT ALREADY
SHAREHOLDERS, who may join the Plan by
making an initial investment of at least
$50, up to a maximum of $100,000 per
year, which will be used to purchase
Common Stock, and thereafter have all
dividends on shares purchased under the
Plan automatically reinvested in
additional shares of Common Stock.
ALL PARTICIPANTS, who may invest at their
option additional cash amounts of not
less than $50 per payment, up to $100,000
per year, for the purchase of additional
shares of Common Stock for their Plan
accounts.
JOINING THE PLAN . . . . . . . . . Existing Shareholders may join the Plan
by completing an Authorization Card and
returning it to the Company at the
address noted in this Prospectus.
Investors who are not already Share-
holders may join the Plan by completing
an Enrollment Form and returning it to
the Company together with an initial cash
investment of at least $50 and not more
than $100,000.
REINVESTMENT OPTIONS . . . . . . . FULL DIVIDEND REINVESTMENT, in which
dividends on all shares of Common Stock
registered in the Shareholder's name or
held in the Shareholder's Plan account
will be automatically reinvested.
PARTIAL DIVIDEND REINVESTMENT, in which
only the dividends on shares held in the
Participant's Plan account will be
automatically reinvested, with cash
continuing to be paid on shares held
outside of the Plan.
TIMING OF DIVIDEND REINVESTMENT. . The Company has paid dividends on or
about February 1, May 1, August 1 and
November 1. Enrollment in the Plan by
the record date for a particular dividend
(usually about 15 days prior to the
dividend payment date) will result in
that
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dividend being reinvested in Common Stock
under the Plan.
TIMING OF OPTIONAL INVESTMENTS . . Optional and initial cash investments
received prior to the monthly Investment
Date (typically the first day of each
month) will be invested that month.
Investments received later will be held
in escrow until the next monthly
Investment Date. Because no interest
will be paid on optional or initial cash
investments held in escrow, Participants
are encouraged to mail such investments
so as to arrive as close as possible but
not later than two business days before
each Investment Date.
THE COMPANY
The Company is an exempt public utility holding company. The principal
subsidiary of the Company is the Power Company, a regulated utility which
accounted for 98% of the Company's consolidated assets as of December 31, 1995.
The Power Company is engaged primarily in the generation, purchase,
transmission, distribution and sale of electric energy to approximately 270,000
customers in a service territory of approximately 50,000 square miles located in
western, central and northeastern Nevada, including the cities of Reno, Sparks,
Carson City and Elko, and the Lake Tahoe area of California. The Power Company
met its electric energy requirements for the twelve months ended December 31,
1995 by utilizing purchased power (46%), coal generation (23%), gas/oil
generation (30%), and hydroelectric (1%). The Power Company has no ownership
interest in, nor does it operate, any nuclear generating units and has no future
plans to do so. The Power Company also provides gas and water service to
approximately 92,000 gas and 61,000 water customers in the cities of Reno and
Sparks and environs.
In June, 1994, the Company, the Power Company and The Washington Water
Power Company ("WWP") entered into an Agreement and Plan of Reorganization and
Merger, as subsequently amended (the "Merger Agreement"), which provides for the
merger of the Company, the Power Company and WWP into Altus Corporation
("Altus"). WWP is a combined electric and gas utility, with headquarters in
Spokane, Washington. The Merger Agreement provides that after the effective
date of the merger, Altus's corporate headquarters will be located in Spokane.
The executive offices of the Company will be distributed among lines of business
located in Reno and Spokane. Altus will maintain a significant corporate
presence in Reno. Pursuant to the Merger Agreement, holders of the Company's
Common Stock would receive 1.44 shares and holders of WWP Common Stock would
receive one share of Altus Common Stock, respectively. Pro forma financial
information showing the effect of the Merger as of certain dates has been
included in the Company's periodic reports filed pursuant to the Exchange Act.
The proposed merger has received all of the necessary approvals from the
common and preferred shareholders of the Company, the Power Company and WWP.
The Merger Agreement is also subject to certain customary closing conditions and
to the receipt of all
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necessary governmental approvals, including approval of the Federal Energy
Regulatory Commission ("FERC") and six state utility commissions. The state
commissions in California, Idaho, Nevada, Oregon and Washington have issued
orders approving the merger, and the Montana utility commission has issued an
order stating that it would not exercise jurisdiction over the proposed merger.
Stipulations were reached among all parties in the states, and final orders
approving the merger were issued. The stipulations contain a number of
provisions specific to individual states; however, all provide that existing
jurisdictional customers be held harmless from the merger and all state
commissions can reopen the proceedings after the FERC order if warranted.
The merger parties must still obtain approval for the merger from the FERC.
On November 29, 1995, the FERC issued an "Order Accepting for Filing and
Suspending Proposed Tariffs, Consolidating Dockets and Establishing Hearing
Procedures" for the merger. Among other things, the Order consolidated the
transmission tariffs and the merger application for purposes of the hearings.
Additionally, an updated, revised filing as required by the Order was made on
February 1, 1996, and hearings are scheduled to commence in June 1996. Based
upon this schedule, the parties believe that an order could be issued by the
FERC in 1996 or early 1997. However, under federal law, the FERC is not
required to issue a decision within any particular time period.
In the event that the merger is not completed, the Power Company would
continue to operate as a separate utility and as a wholly-owned subsidiary of
the Company. However, the Power Company would need to reach alternative
arrangements with each of its Commissions (Nevada and California), either
through negotiations or new rate proceedings, with respect to rates to customers
and rates of return as a stand-alone entity. No assurance can be given as to
the results of such negotiations or proceedings or as to their impact on the
Company's revenues and net income going forward. The Merger Agreement provides
for the payment of a $25 million termination fee plus expenses to be made in
certain circumstances where one party accepts another business combination
proposal and, as a result, the Merger Agreement is terminated. Also, the Merger
Agreement provides that it may be terminated at any time on or after June 27,
1996 by either party by providing written notice of termination to the other
party.
The Company's principal non-utility subsidiaries are: Tuscarora Gas
Pipeline Company, which is a joint venture partner in a natural gas pipeline
operation; and Lands of Sierra, Inc., which is engaged in real estate management
and development. The address of the Company is P.O. Box 30150 (6100 Neil Road),
Reno, Nevada 89520 (Telephone (702) 689-3600).
DESCRIPTION OF THE PLAN
This document constitutes the Company's Common Stock Investment Plan (the
"Plan"), and the following questions and answers contain all of the terms and
conditions of the Plan. For additional information concerning the Plan, you may
telephone the Company at (800) 662-7575.
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Various capitalized terms used in the Plan are explained in the section
entitled "DEFINITIONS" at the end of the Plan.
PURPOSE AND BENEFITS
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers Shareholders a convenient method of reinvesting their
quarterly cash dividends, and for making optional cash investments, to purchase
additional shares of the Company's Common Stock. Additionally, investors who
are not already Shareholders may join the Plan by making an initial investment
of at least $50 which will be used to purchase shares of the Company's Common
Stock for their Plan accounts, and thereafter participate in the Plan. Common
Stock purchases under the Plan may be made, at the Company's option, either in
open market or privately negotiated purchases of Common Stock or from newly
issued Common Stock, provided that the Company may not change from one manner of
purchase to the other more than once in any three (3) month period. In
addition, such a change may be made only if the Board of Directors or Chief
Financial Officer determines the Company's need to raise additional capital has
changed or that there is another valid reason for such change, such as action by
a state or federal regulatory agency recommending or requiring a change in the
capital structure of the Company or the Power Company. When shares are
purchased from the Company, the Company will receive additional funds for
additional investments in the common equities of its subsidiaries and for
general corporate purposes. See "USE OF PROCEEDS".
2. WHAT ARE THE BENEFITS OF THE PLAN?
The Plan offers Participants the following benefits:
A. Existing Shareholders
- Cash dividends on shares of Common Stock for which they hold
certificates in their own name may be automatically reinvested in
additional shares of Common Stock, and the new shares will be
added to their Plan accounts.
B. Investors who are not Shareholders
- The Plan may be joined by making an initial investment of at
least $50.
C. All Participants
- Cash dividends on all shares of Common Stock in their Plan
accounts will be automatically reinvested to purchase additional
shares of Common Stock for their Plan accounts at the Market
Price;
- Optional cash investments of at least $50, and up to a maximum of
$100,000 per year, may be made for the purchase of additional
shares of Common Stock for their Plan accounts at the Market
Price;
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- The cumbersome safekeeping of certificates for shares purchased
for their account under the Plan can be avoided, and regular
statements regarding purchases and other activities for their
Plan account will be provided to simplify their own record
keeping. See Question 31.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person who owns Common Stock registered in his or her own name (as
opposed to shares beneficially owned but registered in the name of another
party, such as a broker, clearing association, bank or other nominee or trustee)
is eligible to participate in the Plan. Beneficial owners of the Company's
Common Stock whose shares are held for them in registered names other than their
own may participate by having some or all of their shares transferred into their
own name.
In addition, any investor who is not already a Shareholder may join the
Plan by making an initial investment as described under Question 4 and
thereafter participating in the Plan.
4. HOW MAY A PERSON JOIN THE PLAN?
Shareholders may join the Plan by completing an Authorization Card provided
by the Company and sending it to Sierra Pacific Resources, Attention Manager,
Stockholder Relations, P.O. Box 30150, Reno, Nevada 89520. Authorization Cards
may be obtained by writing to this address or by calling the office of the
Manager, Shareholder Relations of the Company at (800) 662-7575.
Investors who are not already Shareholders may join the Plan by completing
an Enrollment Form provided by the Company and sending it to the Company at the
foregoing address together with an initial cash investment of at least $50. The
maximum investment which may be made upon joining the Plan is $100,000.
Residents of Arizona and Illinois who are not already Shareholders may
participate in the Plan by first acquiring one or more shares of Common Stock
outside of the Plan and then completing and returning to the Company an
Authorization Card.
Shareholders who select either of the dividend reinvestment options
described under Question 7 below are not required to send any payment with the
Authorization Card. An optional cash investment may, however, be made at such
time. See Questions 13 and 14. A Shareholder who wants to participate in the
Plan while continuing to receive full cash dividends on all shares of Common
Stock registered in his or her name may join the Plan by making an optional cash
investment of at least $50 and up to a maximum of $100,000, at the time the
original Authorization Card is returned. All joint owners must sign the
Authorization Card.
5. WHEN MAY A PERSON JOIN THE PLAN?
The Plan may be joined at any time by submitting an Authorization Card or
Enrollment Form in the manner described under Question 4 above.
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If an Authorization Card from a Shareholder electing to participate in
the Plan by having cash dividends reinvested is received by the Company on or
before the record date for the next dividend (approximately 15 days before the
payment date), then participation in the Plan will begin on the date such
dividend is paid (in the past, cash dividends on Common Stock have been paid on
or about February 1, May 1, August 1 and November 1) and the dividend will be
invested in additional shares of Common Stock in accordance with the investment
instructions contained in the Authorization Card. See Questions 9, 10 and 11.
If the Authorization Card is received in the period between any dividend record
date and payment date, that dividend will be paid in cash and the Shareholder's
initial dividend reinvestment will be delayed until the following dividend. For
example, if the Company declares a cash dividend on its Common Stock payable on
August 1, the Authorization Card must be received by the Company on or before
July 15 in order for the dividend paid on August 1 to be reinvested. If the
Authorization Card is received on or after July 16, the dividend paid on
August 1 will be sent to the Shareholder as usual, and such Shareholder's
participation in the Plan will begin on the date the next cash dividend on
Common Stock is paid (on or about November 1 in this example).
For a Shareholder who elects to participate in the Plan by making optional
cash payments only, participation in the Plan will begin on the first Investment
Date for optional and initial cash investments following the receipt by the
Company of the Shareholder's Authorization Card and optional cash payment.
The initial purchase of Common Stock for an investor who is not already a
Shareholder will be made on the first Investment Date for optional and initial
cash investments following the receipt of the investor's Enrollment Form by the
Company. The next cash dividend on the shares purchased with the initial
investment will automatically be fully reinvested to purchase additional shares
of Common Stock for the Participant's Plan account at the Market Price. See
Question 7.
See Questions 13, 14 and 15 for a description of how a Participant's
optional cash payments may be invested under the Plan.
6. WHAT DOES THE ENROLLMENT FORM PROVIDE?
The Enrollment Form allows investors who are not already Shareholders to
participate in the Plan. By returning an executed Enrollment Form to the
Company with an initial cash investment of at least $50, up to a maximum of
$100,000, the investor appoints First Chicago Trust Company of New York (the
"Bank") as his agent and directs the Plan administrator to establish a Plan
account for the investor and apply the initial investment to the purchase of
Common Stock for the investor's Plan account. Shares of Common Stock purchased
for the investor's Plan account will not be registered in the investor's name,
but will be registered in the name of the Bank or one of its nominees as agent
for Participants in the Plan. See Questions 22, 30 and 38. Residents of
Arizona and Illinois should follow the procedures described in Question 4.
Dividends on all shares held in the investor's Plan account will be
automatically reinvested in additional shares of Common Stock for the investor's
Plan account at the Market Price as described in Question 19. Once an investor
becomes a Participant in the Plan, all
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provisions, benefits and requirements of the Plan become applicable to the
investor. Should the investor subsequently acquire additional shares which are
registered in his or her name exactly as specified on the Enrollment Form, the
original authorization to reinvest dividends will include the new shares, unless
the Participant changes the investment option selected. If an investor
withdraws shares from his or her Plan account and wishes to change the dividend
reinvestment option in effect for those shares, a separate Authorization Card
must be returned to the Company to indicate how the investor wishes dividends on
such shares to be reinvested under the Plan. See Questions 7 and 11.
7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card allows Shareholders to indicate how they wish to
participate in the Plan. By completing the appropriate instructions on the
Authorization Card, Shareholders may indicate whether they want to reinvest
their cash dividends under either of the following reinvestment options:
Full Dividend Reinvestment - Dividends on all shares of Common Stock
registered in the Shareholder's name or held in the Shareholder's Plan
account will be automatically paid to the Bank or its nominee, which will
apply such dividends to the purchase of additional shares of Common Stock
at the Market Price for the Shareholder's Plan account.
Partial Dividend Reinvestment - Only the dividends on shares held in
the Participant's Plan account will be automatically applied to the
purchase of additional shares of Common Stock for the Shareholder's Plan
account. The Shareholder will continue to receive cash dividends by check
on shares held outside the Plan. See Question 11.
A Shareholder who does not want dividends on any of the shares registered
in his or her name to be reinvested under the Plan may nevertheless indicate on
the Authorization Card that the Shareholder wishes to make optional cash
investments as described under Questions 13, 14, 15 and 16, and may join the
Plan in the manner described under Question 4. Such Shareholders will continue
to receive cash dividends, as declared, on the shares registered in their names
by check.
CASH DIVIDENDS ON ALL SHARES OF COMMON STOCK HELD UNDER THE PLAN, WHETHER
PURCHASED WITH REINVESTED DIVIDENDS OR WITH OPTIONAL CASH INVESTMENTS AND
INCLUDING ANY SHARES TRANSFERRED BY THE SHAREHOLDER TO HIS OR HER PLAN ACCOUNT
AS DESCRIBED UNDER QUESTION 31, WILL AUTOMATICALLY BE FULLY REINVESTED IN
ADDITIONAL SHARES OF COMMON STOCK. If a Shareholder desires to discontinue the
automatic reinvestment of cash dividends on some portion of the shares held in
his or her Plan account, the Shareholder may withdraw any whole number of such
shares from the Plan and be issued certificates for those shares registered in
the Shareholder's name. See Questions 22 and 23. Thereafter, cash dividends on
all shares held outside the Plan account will be paid by check, provided that
the Shareholders' dividend reinvestment option then in effect calls for such
payment. See Questions 6, 8 and 11.
The Authorization Card appoints the Bank as agent for the Shareholder and
directs the Company to pay the Bank or its nominee all cash dividends on shares
of Common Stock
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registered in the Shareholder's name or held in the Shareholder's Plan account
which are to be reinvested in accordance with the dividend reinvestment option
selected. The Authorization Card also directs the Bank to purchase shares of
Common Stock for the Shareholder's Plan account with all cash dividends received
by the Bank or its nominee for reinvestment and with any optional cash
investments made by the Shareholder.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A Participant may change investment options previously selected at any time
by requesting a new Authorization Card and returning it to the Company. All
joint owners must sign. Any change in options with respect to reinvestment of
dividends must be received by the Company on or before the record date for the
next dividend payment in order for the change to be effective with respect to
such dividend. See Question 5.
DIVIDENDS
9. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNT UNDER THE PLAN?
Yes. The Company pays dividends, as declared, to the record holders of all
of its Common Stock. As the record holder for Participants, the Bank (or its
nominee) will receive dividends for all Plan shares held of record by it. It
will credit such dividends to Participants on the basis of full and fractional
shares held in their accounts, and will reinvest such dividends in additional
shares (to the fourth decimal point) at the Market Price.
Shares purchased through optional and initial cash investments made in any
month on or before the record date for the next dividend (approximately 15 days
before the payment date) will normally be entitled to any dividend payable at
the end of that quarter. See Question 15.
10. WHEN WILL DIVIDENDS BE REINVESTED?
Purchases of Common Stock with reinvested dividends will typically be made
on the Dividend Payment Date. That date is the Investment Date for reinvested
dividends. The Common Stock normally pays dividends on the first day of the
months of February, May, August and November. Shares acquired by the Bank in
the open market or through privately negotiated transactions will be purchased
as soon as practicable beginning on the relevant Investment Date and in no event
later than thirty (30) days after the relevant Investment Date except for delays
which may occur where and to the extent necessary under any applicable federal
securities laws or other government or stock exchange regulations. Shares
representing purchases under the Plan of newly issued Common Stock may, for
administrative purposes, be issued by the Company on or as of a date up to one
week after the related Investment Dates. See Question 18.
11. WHAT HAPPENS IF A PARTICIPANT WHO IS REINVESTING THE CASH DIVIDENDS ON ALL
OR A PART OF HIS SHARES OF COMMON STOCK SELLS OR TRANSFERS A PORTION OF
SUCH SHARES? WHAT IF THE PARTICIPANT ACQUIRES ADDITIONAL SHARES IN THE
OPEN MARKET OR OTHERWISE?
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If a Participant who is reinvesting cash dividends on all of his or her
shares disposes of a portion of such shares, the Bank will continue to reinvest
the cash dividends on the remainder of the shares. If additional shares are
acquired and are registered in the Participant's name exactly as it is specified
on his or her Authorization Card or Enrollment Form, the original authorization
to reinvest dividends on all shares will include the new shares, unless the
Participant changes the investment option selected.
A Participant may receive "partial" dividend reinvestment by holding the
portion of the Participant's shares for which reinvestment is desired in the
Plan and by withdrawing from the Plan the balance of the Participant's shares
and holding such shares in certificate form. By designating that the
Participant's shares represented by stock certificates not be reinvested, the
Participant will receive "partial" reinvestment. The Plan does not provide for
partial dividend reinvestment in any other manner.
The reinvestment options described under Question 7 will continue until the
Participant changes the investment option selected. See Question 8.
OPTIONAL CASH PAYMENTS
12. IS A PARTICIPANT OBLIGATED TO MAKE OPTIONAL CASH INVESTMENTS?
No. While the optional cash investment feature offers an opportunity to
increase ownership under favorable terms, it is intended to be voluntary only
and a Participant is not required to make such cash investments.
13. HOW DOES THE OPTIONAL CASH INVESTMENT WORK?
A Participant in the Plan may invest a minimum of $50 at any time, and up
to a maximum of $100,000 cash annually, in shares of Common Stock under the
Plan. Cash payments received by the Company will be promptly forwarded to a
segregated escrow account at a bank until it is invested in shares of the
Company's Common Stock, typically on the first Investment Date following the
receipt of the optional cash payment. Optional cash payments will be held in
escrow until the next such date, except that upon the written request of a
Participant received up to one business day prior to the Investment Date, the
Participant's cash payment will be returned. See Question 15.
Cash payments will not be accepted by the Company if a Participant imposes
any restrictions with respect to the number of shares to be purchased, the price
at which shares are to be purchased, the timing of the purchase, or what the
Participant's balance will be following a purchase. In addition, the Company
cannot purchase shares for a Participant without advance payment, nor can it
refund any part of a Participant's cash payment after shares are purchased. It
is not possible for the Company to tell a Participant in advance how much money
to send for the purchase of a full or fractional share because the price per
share will not be known at the time an optional cash payment is made.
14. HOW ARE CASH PAYMENTS MADE?
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A cash payment may be made by an investor who is not already a Shareholder
when enrolling in the Plan by enclosing a check with the Enrollment Form. See
Question 6. For a Shareholder electing to participate in the Plan by making
optional cash payments only, a cash payment must accompany the Authorization
Card in order for his or her participation to commence. See Question 4.
Thereafter, an optional cash investment may be made only through the use of
stock purchase forms sent to Participants by the Company as an attachment to
their monthly confirmation statements or quarterly summary statements.
Only one cash payment may be made in each month, and such payment may be in
any amount not less than $50 nor more than $100,000. A Participant need not
make an optional cash investment each month and is not obligated to make the
same optional cash investment every time.
15. WHEN WILL OPTIONAL OR INITIAL CASH INVESTMENTS BE USED TO PURCHASE COMMON
STOCK?
Optional and initial cash investments will be invested once each month, in
order to reduce the accumulation of uninvested funds. Shares acquired in the
open market or through privately negotiated transactions using initial or
optional cash investments will be purchased by the Bank as soon as practicable
beginning on the relevant Investment Date and in no event later than thirty (30)
days after the relevant Investment Date except for delays which may occur where
and to the extent necessary under any applicable federal securities laws or
other government or stock exchange regulations. In any month in which a cash
dividend on Common Stock is paid, the Investment Date will be the Dividend
Payment Date. In other months, the Investment Date will be the first day of the
month.
As in the case of shares purchased with reinvested dividends, the Company
may for administrative purposes, when purchasing shares from newly issued Common
Stock, issue shares purchased with optional or initial cash investments on or as
of a date up to one week after the related Investment Dates. See Questions 10
and 18.
NO INTEREST WILL BE PAID ON OPTIONAL OR INITIAL CASH INVESTMENTS HELD IN
ESCROW BY THE BANK. THEREFORE, PARTICIPANTS ARE ENCOURAGED TO MAIL THEIR
OPTIONAL AND INITIAL CASH INVESTMENTS SO AS TO REACH THE COMPANY FOR FORWARDING
TO THE BANK AS CLOSE AS POSSIBLE TO BUT NOT LATER THAN TWO BUSINESS DAYS BEFORE
EACH INVESTMENT DATE. ALL SUCH PAYMENTS RECEIVED BY THE COMPANY ON OR AFTER AN
INVESTMENT DATE WILL BE HELD IN ESCROW AT A BANK IN A SEGREGATED ACCOUNT FOR
INVESTMENT IN THE FOLLOWING MONTH.
16. WHAT ARE THE LIMITATIONS ON OPTIONAL CASH INVESTMENTS?
Any Participant may make optional cash investments under the Plan in a
minimum amount of $50 per payment, or in whole dollar increments up to a maximum
of $100,000 in any calendar year. Such funds should be received by the Company
at least two business days prior to the date on which they will be invested to
ensure adequate time for processing. See Question 15. Only checks or money
orders made payable to the Company should be remitted. The entire amount of
such payments will be invested in full and fractional shares of the Company's
Common Stock to four decimal places. Any amount received of less than $50 per
payment or in excess of $100,000 per year will be promptly returned to the
Participant. The
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total of optional and initial cash investments during any calendar year cannot
exceed $100,000.
COSTS
17. WHAT COSTS DO PARTICIPANTS PAY?
Participants will incur no brokerage commissions or service charges for
purchases of newly issued shares of Common Stock made under the Plan. The price
of shares of Common Stock purchased under the Plan on the open market will
include a brokerage commission. See Questions 18 and 19. All other costs of
administration of the Plan, including costs of the Bank, are paid by the
Company, except for a Bank charge, currently $.06 per share, for the sale of
shares by the Bank on termination of a Plan account. See Question 25.
PURCHASES
18. WILL THE PLAN PURCHASE SHARES IN THE OPEN MARKET?
All Common Stock purchases under the Plan may be made, at the Company's
option, either (a) in open market purchases of Common Stock or (b) from newly
issued Common Stock, provided that the Company may not change from one manner of
purchase to the other more than once in any three (3) month period. In
addition, such a change may be made only if the Board of Directors or Chief
Financial Officer of the Company determines that the Company's need to raise
additional capital has changed or that there is another valid reason for such
change, such as action by a state or federal regulatory agency recommending or
requiring a change in the capital structure of the Company or the Power Company.
Common Stock purchased under the Plan on the open market will be purchased
by the Bank. Subject to certain limitations, the Bank has full discretion as to
all matters relating to open market purchases, including determination of the
number of shares, if any, to be purchased on any day or at any time of day, the
price paid for such shares, the markets on which such shares are purchased
(including on any securities exchange, on the over-the-counter market or in
negotiated transactions) and the persons (including other brokers and dealers)
from or through whom such purchases are made.
19. WHAT PRICE WILL PARTICIPANTS PAY FOR SUCH SHARES?
The price at which shares will be purchased with reinvested dividends or
optional and initial cash investments will be 100 percent of the Market Price.
The Market Price will be determined as follows:
- in the case of newly issued shares purchased from the Company, the
Market Price will be the average of the highest and lowest prices of
the Company's Common Stock on the New York Stock Exchange Composite
Tape, as published in THE WALL STREET JOURNAL for an Investment Date.
If the Exchange is open on the Investment Date but no trading occurs
in the Company's Common Stock, the Market Price will be the average of
the bid and asked prices on that date. If the Exchange is closed on
any Investment Date, the
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average of the highest and lowest prices on the most recently
preceding trading date will be used as the Market Price.
- in the case of shares purchased on the open market, the Market Price
will be determined by dividing the total cost (including brokerage
commissions) of all shares purchased with reinvested dividends or
optional and initial cash investments during the applicable Investment
Period by the total number of shares purchased during such Investment
Period.
Funds (whether dividend payments or optional or initial cash investments)
of any Participant which would have been invested in newly issued shares as of a
date when the Market Price is less than the par value of the shares that would
be issuable will be promptly remitted to the Participant.
It should be recognized that since investment prices are determined as of
the dates specified in Questions 10 and 15, a Participant loses any advantage
otherwise available from being able to select the timing of his or her
investment.
20. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased for each Participant depends upon the
amount of dividends payable, whether full or partial reinvestment thereof has
been selected, the amount of optional or initial cash investments made, and the
Market Price of the Common Stock. The total amount to be invested will be used
to purchase as many full and fractional shares (to four decimal places) as can
be purchased at the purchase price determined as described under Question 19.
Where dividends payable to foreign Participants are subject to income tax
withholding, only the remainder of such dividends will be reinvested in
additional shares. See Question 40.
STATEMENTS/REPORTS
21. WHEN AND HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF STOCK?
As soon as practicable after each purchase for a Participant's Plan
account, a statement will be mailed by the Company to the Participant advising
the Participant of the investment. Each Participant in the Plan will also be
sent a statement of his or her account as soon as practicable after each
Dividend Payment Date. THESE STATEMENTS ARE THE PARTICIPANT'S CONTINUING RECORD
OF COST INFORMATION AND SHOULD BE RETAINED FOR TAX PURPOSES.
In addition to a copy of this Prospectus, each Participant will receive
copies of any amendments or supplements hereto in which modifications are made
to the Plan, and copies of the same communications sent to every other holder of
shares of Common Stock, including the Company's quarterly reports, annual
report, notice of annual meeting and proxy statement, and income tax information
for reporting dividends paid.
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CERTIFICATES
22. ARE CERTIFICATES ISSUED FOR THE SHARES PURCHASED?
Certificates will be issued by the Company to the Bank to be held for the
Plan accounts of Participants. The number of shares credited to a Participant's
account under the Plan will be shown on his or her quarterly statement of
account. This procedure provides protection against loss, theft or inadvertent
destruction of stock certificates and facilitates the ownership of fractional
shares by Participants.
Certificates for shares of Common Stock purchased under the Plan will not
be issued, unless the Participant so requests or the Participant's account is
terminated. At any time, certificates for any number of whole shares credited
to the Participant's account under the Plan will be issued upon the written
request of the Participant. This request should be mailed to Sierra Pacific
Resources, Attention: Manager, Shareholder Relations, P.O. Box 30150 (6100 Neil
Road), Reno, Nevada 89520. Any remaining full shares and fraction of a share
will continue to be credited to the Participant's account.
Shares held by the Bank for the account of a Participant may not be
pledged. A Participant who wishes to pledge such shares must request that a
certificate for such shares be issued in his or her name.
Certificates for fractional shares will not be issued under any
circumstances
23. IN WHOSE NAME WILL CERTIFICATES BE ISSUED?
Each Plan account of a participating Shareholder will be maintained in the
name in which shares of Common Stock held of record by the Shareholder are
registered. Each Plan account of a participating investor who is not already a
Shareholder at the time of enrollment will be maintained in the name specified
on the Enrollment Form when Plan participation begins. Consequently, if and
when certificates for shares held under the Plan are issued, such certificates
will be issued in those names. Certificates will be issued for whole shares
only.
TERMINATION OF PARTICIPANT'S ACCOUNT
24. WHEN MAY A PARTICIPANT TERMINATE HIS PLAN ACCOUNT?
A Participant may withdraw from the Plan at any time by complying with the
notice provisions described in Question 25. Subsequent to a Participant's
withdrawal, all cash dividends will be paid by check to such individual unless
he or she re-enrolls in the Plan and elects, by giving proper notice to the
Company, to reinvest such dividends, which may be done at any time. See
Question 27.
25. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a Participant must so notify the
Company in writing. Such notice should be sent to Sierra Pacific Resources,
Attention: Manager, Shareholder Relations, P.O. Box 30150 (6100 Neil Road),
Reno, Nevada 89520. This
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notification can be made by providing the information specified on the tear-off
portion of the quarterly statement and returning that portion of the statement
to the Company. A Participant's withdrawal takes effect when such notice is
received by the Company; provided, however, that withdrawal notices received
during the 25 day period prior to a cash dividend payment date will not take
effect until the day following such dividend payment date. Upon receipt by the
Company from proper authority of notice of a Participant's death or
incompetence, the Company will treat the Participant as having withdrawn from
the Plan. When a Participant withdraws from the Plan, or upon termination of
the Plan by the Company, certificates for whole shares credited to his or her
account under the Plan will be issued to the withdrawing Participant and a cash
payment will be made for any fraction of a share (see Question 26) within 30
days of receipt of the notice of withdrawal. Alternatively, the Participant
may, if desired, indicate in the notice of withdrawal that all of the shares,
both whole and fractional, credited to his or her account in the Plan be sold.
Such sale will be made on the open market within five business days after
notification by the Company to the Bank and will be made through an independent
fiduciary institution which may be the Bank. See Questions 31 and 39. The
proceeds of such sale, less any brokerage commission and any transfer tax, will
be sent to the Participant. Upon withdrawal from the Plan, any uninvested
optional cash payments will be returned to the withdrawing Participant.
26. WHAT HAPPENS TO THE FRACTIONAL SHARES WHEN THE PLAN IS TERMINATED, OR WHEN
A PARTICIPANT REQUESTS A CERTIFICATE FOR WHOLE SHARES BUT WISHES TO EITHER
REMAIN IN THE PLAN OR TERMINATE THE PARTICIPANT'S ACCOUNT UNDER THE PLAN?
As long as a Participant remains in the Plan and owns, either directly or
under his or her Plan account, one full share, any fractional share balance
will continue to be maintained to the credit of the Participant's account.
When a Participant's account is terminated or if the Company terminates the
Plan, a cash adjustment representing the fractional share will be mailed
directly to the Participant. The cash payment will be made by the Company based
on the Market Price of shares of the Company's Common Stock at the time of
termination.
REJOINING THE PLAN
27. WHEN MAY A SHAREHOLDER OR OTHER INVESTOR REJOIN THE PLAN?
Generally, a Shareholder or other investor may again become a Participant
at any time. However, the Company reserves the right to reject any
Authorization Card or Enrollment Form from a previous Participant on the grounds
of excessive joining and termination. Such reservation is intended to minimize
unnecessary administrative expense and to encourage use of the Plan as a long-
term investment service.
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TAX CONSEQUENCES OF PLAN PARTICIPATION
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Under current federal income tax laws, reinvested cash dividends will be
taxed as ordinary income to the extent that the cash dividend would have been
ordinary income to such shareholder. A cash dividend would be ordinary income
to the extent that the dividend is paid out of the Company's earnings and
profits, with any remaining amount treated first as a return of capital to the
extent of the Participant's tax basis in the Company's shares and thereafter,
generally, as capital gain. Dividend reinvestment does not relieve a
Participant of any income tax payable on such dividends. Assuming, as is
anticipated, that the Company will have sufficient earnings and profits in the
year in which any dividend is paid, a Participant whose dividends are reinvested
under the Plan will therefore be treated as having received, as a dividend, an
amount equal to the fair market value on the Dividend Payment Date of the shares
acquired by the Participant through such reinvestment. That value will be based
on 100% of the Market Price for the Common Stock on the Dividend Payment Date
(less, in the case of shares acquired through open market purchases, the amount
attributable to brokerage commissions). The Participant's year-end statement
will indicate the total amount of dividends paid on shares held for the
Participant's Plan account. The Company will send a separate statement on Form
1099-DIV reporting dividends paid on all shares registered in the Participant's
name on the books of the Company.
The tax basis for Common Stock purchased with reinvested dividends will
equal 100% of the fair market value on the Dividend Payment Date of the shares
so purchased. The tax basis of shares purchased with any initial or optional
cash investment will be the amount of the initial or optional cash investment.
A Participant's holding period for shares of Common Stock acquired through
the Plan will begin on the day following the purchase of such shares.
Upon withdrawal from or termination of the Plan, a Participant will not
receive any taxable income upon the receipt of certificates for whole shares
which have previously been credited to the Participant's account under the Plan.
However, a Participant who receives, upon termination of the Participant's Plan
account, a cash adjustment for a fraction of a share will realize a gain or loss
with respect to such fraction. See Question 26. Gain or loss will generally
also be realized by the Participant when whole shares are sold either pursuant
to the Participant's request upon withdrawal from the Plan (see Question 25), or
when whole shares are sold or exchanged by the Participant after the shares have
been withdrawn from the Plan. The amount of such gain or loss will be the
difference between the amount which the Participant receives for the shares or
fraction of a share, and the tax basis thereof.
Participants are advised to consult their own tax advisor to determine the
particular federal, state and local tax consequences of their participation in
and disposition of shares purchased under the Plan.
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29. WHAT ARE THE STATE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
State income tax consequences vary from jurisdiction to jurisdiction, and
are not necessarily the same as federal income tax consequences. Participants
should consult their own tax advisor concerning state income tax treatment.
ADMINISTRATION
30. WHO ADMINISTERS THE PLAN FOR THE PARTICIPANTS?
The Company administers the Plan for Participants, maintains records, sends
statements of account at least as often as quarterly to Participants and
performs other duties relating to the Plan. See Question 37. Shares of Common
Stock purchased under the Plan will be held by the Bank, as custodian for the
Participants, and registered in the name of such Bank or its nominee. The Bank
also serves as Transfer Agent and Registrar for the Common Stock. See
Question 38.
OTHER INFORMATION
31. WHAT IS THE EFFECT ON A PARTICIPANT'S PLAN ACCOUNT IF THE PARTICIPANT
TRANSFERS ALL SHARES REGISTERED IN HIS OR HER NAME HELD OUTSIDE OF THE
PARTICIPANT'S PLAN ACCOUNT?
None, so long as the Participant has at least one full share in his or her
Plan account. The Company will continue to reinvest the dividends on the shares
credited to the Participant's account under the Plan until notified by such
Participant that he or she wishes to withdraw from the Plan and such withdrawal
takes effect (See Questions 24 and 25). Distribution of cash with respect to
those accounts with only a fractional share remaining will be made by the
Company.
A Participant who desires to avoid the responsibility for safekeeping of
certificates for shares registered in his or her name, or to eliminate the
necessity of keeping separate records with respect to such shares, may elect to
transfer all of his or her directly-held shares to the Participant's Plan
account. Once transferred to the Participant's Plan account, however, all
dividends on all of such shares will automatically be reinvested in additional
shares of Common Stock for the Participant's Plan account at the Market Price.
If a Participant wishes to dispose of his or her entire interest in the
Company, the Participant must separately arrange with the Company to dispose of
the Participant's shares held in the Plan as described in Question 25.
32. WHAT LIMITATIONS ARE IMPOSED ON THE PARTICIPANT WITH REGARD TO THE ASSETS
HELD BY THE BANK UNDER THE PLAN?
The Participant has no right to draw checks or drafts against his Plan
account or to give instructions to the Bank in respect to any shares or cash
held therein except as expressly provided in this Plan. Also, the Participant
cannot assign the shares held in his or her Plan account as collateral but must
request delivery of a certificate for full shares as provided in Question 22.
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33. HOW WILL THE STOCK PURCHASE RIGHTS ON SHARES HELD UNDER THE PLAN BE
HANDLED?
The Company is a party to a Rights Agreement pursuant to which a stock
purchase right was distributed to each holder of Common Stock outstanding on
October 31, 1989, and one right has been and will be issued for each share of
Common Stock issued thereafter subject to the terms of the Rights Agreement.
Until the rights become exercisable pursuant to the Rights Agreement, the rights
will be evidenced by the certificates for the associated Common Stock, and no
separate certificate will be issued to represent the rights. For a general
description of the terms of the Rights Agreement, see "DESCRIPTION OF COMMON
STOCK -- Rights Agreement", below.
34. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividends or split shares distributed by the Company on shares
held in the Plan will be credited to the Participant's Plan account. Stock
dividends or split shares distributed on shares held directly by Participants
will be mailed directly to them in the same manner as to Shareholders not
participating in the Plan.
35. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL MEETINGS
OF SHAREHOLDERS?
Shares held in the Plan for a Participant will be voted as the Participant
directs.
If on the record date for a meeting of shareholders there are shares of
Common Stock credited to the account of a Participant in the Plan, such
Participant (whether or not any shares of Common Stock are registered in his or
her name) will be sent the proxy material being sent to all holders of Common
Stock for that meeting. If such Participant returns an executed proxy in the
usual way, it will be voted with respect to all shares credited to the account
of such Participant (including any fraction) as well as all shares registered in
his or her name; or such Participant may vote all of such shares in person if he
or she attends the meeting.
If no instructions are indicated on a properly signed and returned proxy
card, all of the Participant's shares (whether owned directly or held for such
Participant in the Plan) will be voted as stated on the proxy card. If the
proxy card is not returned, the Participant's shares may be voted only if the
Participant or a duly appointed representative votes in person at the meeting.
If the Bank holds shares purchased on the open market which the Bank has
the power to vote and which have not been allocated to the Participants' Plan
accounts by the applicable record date for a meeting, then such shares will be
voted by the Bank on each matter in the same proportion as the other shares
voting by proxy or in person at the meeting have voted on such matter.
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36. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. Notice of any such suspension, modification or termination will be
sent to all Participants. The Company also reserves the right to suspend the
Plan, without notice, for limited periods of time (not to exceed 90 days in any
case) during or in anticipation of public offerings of the Company's Common
Stock, or pending the filing by the Company with the Securities and Exchange
Commission of any report or statement pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934, or pending any proposed amendment of or
supplement to this Prospectus or to the Registration Statement of which this
Prospectus is a part, or which may be deemed advisable for any other reason. If
any such suspension continues for longer than 15 days, the Bank will promptly
return any moneys received from Participants but not applied and will advise
Participants when such suspension is terminated.
Upon discontinuance of the Plan by the Company, certificates for whole
shares held in a Participant's account under the Plan will be issued and a cash
payment will be made for any fractional share.
37. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
The Company administers the Plan itself, receives all optional cash
investments from Plan Participants and forwards them promptly for deposit in a
segregated escrow account at a federally-insured bank where they are held until
investment. The Company also maintains continuing records of each Participant's
Plan account, advises Participants as to all transactions in and the status of
their Plan accounts, and reconciles its records on a daily basis with those of
the Company's Transfer Agent (the Bank). Stock certificates received by the
Company from Participants for safekeeping under the Plan are promptly forwarded
to the Transfer Agent for transfer on its records to the nominee account for the
Plan. The Company has performed these administrative functions under its
Dividend Reinvestment and Stock Purchase Plan (the predecessor to this Plan)
and, as a result, is registered as a transfer agent under the Exchange Act and
is subject to periodic examination by the Commission.
ALL NOTICES FROM THE COMPANY TO THE PARTICIPANTS WILL BE ADDRESSED TO THE
PARTICIPANT AT HIS OR HER LAST ADDRESS OF RECORD WITH THE COMPANY. THE
PARTICIPANT SHOULD NOTIFY THE COMPANY PROMPTLY IN WRITING OF ANY CHANGE OF
ADDRESS.
The Company or its agent in administering the Plan will not be liable for
any act done in good faith or for any good faith failure to act, including
without limitation any claim or liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death. The foregoing limitation does not apply to violations
of the federal securities laws.
The Participant should recognize that the Company cannot guarantee a profit
or protect against a loss on the shares purchased under the Plan.
38. WHAT IS THE RESPONSIBILITY OF THE BANK AS AGENT FOR PARTICIPANTS UNDER THE
PLAN?
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The Bank holds in a nominee name all shares purchased for Participants
through their Plan account. In addition, when open market purchases are made
under the Plan, the Bank receives the Participant's dividends which are to be
reinvested and all optional cash investments from the escrow account in which
they are held and invests such funds in additional shares of the Company's
Common Stock for the Participant's Plan account.
In performing its duties under the Plan, the Bank will not be liable for
any act done in good faith, or for any good faith omission to act, including,
without limitation, any claims of liability arising out of failure to terminate
a Participant's account upon such Participant's death prior to receipt of notice
in writing of such death.
39. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE COMPANY'S COMMON
STOCK?
A Participant's investment in shares held in his or her Plan account is no
different than an investment in directly-held shares in this regard. The
Participant bears the risk of loss and the benefits of gain from market price
changes with respect to all of the Participant's shares.
Participants selling their shares should be aware that the Common Stock
price may fall during the period between a request for sale, its receipt by the
Company, and the ultimate sale in the open market by the Bank. This risk should
be evaluated by the Participant, and is a risk to be borne solely by the
Participant.
Neither the Company nor the Bank can guarantee that shares purchased under
the Plan will, at any particular time, be worth more or less than their purchase
price.
40. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS WHOSE DIVIDENDS ARE SUBJECT
TO INCOME TAX WITHHOLDING?
In the case of participating foreign holders of Common Stock whose
dividends are subject to United States income tax withholding, the Company will
apply an amount equal to the dividends to be reinvested, less the amount of tax
required to be withheld, to the purchase of shares of Common Stock. The
quarterly statements confirming purchases made for such foreign Participants
will indicate the amount of tax withheld.
Optional cash payments received from foreign Shareholders must be in United
States dollars and will be invested in the same manner as payments from other
Participants.
41. WHAT HAS BEEN THE LEVEL OF PARTICIPATION IN THE PLAN?
As of December 31, 1995, 12,135 holders of the Company's Common Stock, or
approximately 48% of all common Shareholders, were Participants in the Company's
Dividend Reinvestment and Stock Purchase Plan, the prior version of this Plan.
DEFINITIONS
The following capitalized terms, when used in this Plan, shall have the
following meanings:
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"AUTHORIZATION CARD" means the authorization form which the Company or the
Bank may from time to time, or upon request, furnish to Shareholders and which
must be returned to the Company by Shareholders to indicate their election to
participate in the Plan.
"BANK" means the First Chicago Trust Company of New York, which will act as
agent for Participants in the Plan.
"COMPANY" means Sierra Pacific Resources.
"DIVIDEND PAYMENT DATE" means each quarterly date on which dividends are
paid on the Company's stock. These dates are usually February 1, May 1,
August 1 and November 1 of each year.
"ENROLLMENT FORM" means the enrollment form which the Company or the Bank
may from time to time, or upon request, furnish to investors who are not already
Shareholders and which must be returned to the Company by such investors,
together with the initial cash investment, to indicate their election to
participate in the Plan.
"EXCHANGE" means the New York Stock Exchange.
"INVESTMENT DATE" means the Dividend Payment Date or, in any month during
which a cash dividend is not paid, the first day of such month.
"INVESTMENT PERIOD" means the period beginning on each Investment Date and
ending on the thirty-fifth day thereafter.
"MARKET PRICE" means:
- in the case of newly issued shares purchased from the Company, the
average of the highest and lowest prices of the Company's Common Stock
on the New York Stock Exchange Composite Tape, as published in THE
WALL STREET JOURNAL for an Investment Date. If the Exchange is open
on the Investment Date but no trading occurs in the Company's Common
Stock, the Market Price will be the average of the bid and asked
prices on that date. If the Exchange is closed on any Investment
Date, the average of the highest and lowest prices on the most
recently preceding trading date will be used as the Market Price.
- in the case of shares purchased on the open market, the Market Price
will be determined by dividing the total cost (including brokerage
commissions) of all shares purchased with reinvested dividends or
optional and initial cash investments during the applicable Investment
Period by the total number of shares purchased during such Investment
Period.
"PARTICIPANT" means any Shareholder or other investor who has returned an
Authorization Card or an Enrollment Form to the Company indicating election to
participate in the Plan, and who has been duly enrolled in the Plan by the
Company.
"PLAN" means the Common Stock Investment Plan of the Company.
-23-
"SHAREHOLDER" means any HOLDER OF RECORD of the Company's Common Stock.
Shares are held "of record" by a Participant only when the Participant's name
appears on the stock certificate, indicating that the shares are registered in
the Participant's name in the Company's records for its Common Stock.
USE OF PROCEEDS
The net proceeds from the sale by the Company of shares of Common Stock
pursuant to the Plan will be used to make additional investments in the common
equities of the subsidiaries of the Company and for other general corporate
purposes. The amounts of additional investments in the common equities of the
subsidiaries will depend upon various factors, including their future earnings
and construction programs. The subsidiaries propose to use the funds received
to fund construction, to reduce certain indebtedness and for other general
corporate purposes. The Company is unable to estimate the number of shares of
its common Stock that ultimately will be sold pursuant to the Plan or the prices
at which such shares will be sold.
COMMON STOCK DIVIDENDS AND PRICE RANGE
Prior to the creation of the holding company structure in 1984, the Power
Company paid cash dividends on its Common Stock every year since 1916 and
quarterly dividends every year since 1946. Since 1984, the Company has
continued paying quarterly dividends every year. The Company generally pays
quarterly dividends on the first day of February, May, August and November.
While the Board of Directors intends to continue the practice of paying
dividends quarterly, the amounts and dates of future dividends will depend upon
the Company's earnings, financial condition and other factors.
The cash dividends paid per share and the high and low sale prices of the
Company's Common Stock on the New York Stock Exchange Composite Tape, as
reported by THE DOW JONES NEWS RETRIEVAL SERVICE, were as follows:
Price Range
-----------
Dividends Paid High Low
-------------- ---- ---
Year
- ----
1994
First Quarter . . . . . . $.28 $20-3/8 $18-3/8
Second Quarter . . . . . . .28 19-1/8 17-1/4
Third Quarter . . . . . . .28 20-1/4 18-1/2
Fourth Quarter . . . . . . .28 20-3/8 18
1995
First Quarter . . . . . . $.28 20-7/8 18-3/8
Second Quarter . . . . . . .28 21-7/8 19-1/8
Third Quarter . . . . . . .28 22-1/2 20-7/8
Fourth Quarter . . . . . . .28 24-1/8 22-1/4
-24-
Price Range
-----------
Dividends Paid High Low
-------------- ---- ---
Year
- ----
1996
First Quarter . . . . . . $.295 $24/7/8 $22-5/8
The Company's primary source of funds for the payment of dividends to its
stockholders is dividends paid by Sierra Pacific Power Company (the "Power
Company") on its Common Stock, all of which is owned by the Company.
Accordingly, the Company's ability to pay dividends is dependent upon the
ability of the Power Company to pay dividends on its Common Stock. The Articles
of Incorporation of the Power Company and the indentures relating to the various
series of its First Mortgage Bonds contain restrictions as to the payment of
dividends on its Common Stock and as to the purchase or retirement of its
capital stock. Under the most restrictive of these provisions, approximately
$69 million of the Power Company's retained earnings was available at December
31, 1995 for the payment of cash dividends to the Company. As of December 31,
1995, the Company had consolidated retained earnings of approximately $81
million available for the payment of cash dividends on the Company's Common
Stock.
The Company's senior note purchase agreement also contains a provision
which limits the amount of dividends or certain other payments to stockholders
that may be made by the Company in the event that the Power Company's securities
are rated lower than BBB by Standard & Poor's Corporation or Baa2 by Moody's
Investors Services, Inc. Under such circumstances, the sum of dividends and
other payments to stockholders declared, made or obligated by the Company for
the period subsequent to December 31, 1992 may not exceed 100% (or minus 100% in
case of a net loss) of the Power Company's net income after preferred stock
dividends accumulated after December 31, 1992. These provisions would not have
restricted the payment of dividends declared by the Company in recent periods,
and the Company does not believe that they will limit its ability to pay
dividends in the foreseeable future.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 90,000,000 shares
of Common Stock, $1.00 par value per share. The following statements summarize
certain relevant provisions of, and are qualified in their entirety by reference
to, the Company's Articles of Incorporation and the laws of the State of Nevada.
COMMON STOCK
All shares of Common Stock participate equally with respect to dividends
and rank equally upon liquidation. Each share of Common Stock is entitled to
one vote per share at all meetings of shareholders. The Common Stock has no
preemptive rights and does not have cumulative voting rights.
-25-
The Board of Directors is classified, consisting of three classes of equal
(or nearly equal) membership serving staggered three-year terms. The vote of
the holders of two-thirds of the issued and outstanding shares of Common Stock
is required to remove a director or directors from office or to amend the
provisions of the Articles of Incorporation relating to election and removal of
directors, unless, in the case of such an amendment, two-thirds of the Board of
Directors approves such amendment, in which case the approval of the holders of
a majority of the outstanding Common Stock is required.
The vote of the holders of two-thirds of the issued and outstanding shares
of Common Stock, in addition to any class vote required by law, is required to
effect certain mergers, sales of assets or stock issuances involving the Company
and any holder of more than 10 percent of the Common Stock, unless certain "fair
price" criteria and procedural requirements are satisfied or the transaction is
approved by a majority of the directors (excluding any director affiliated with
such 10 percent stockholder). The vote of the holders of two-thirds of the
issued and outstanding shares of Common Stock is required to amend these "fair
price" provisions.
Except as described above, the Company may amend its Articles of
Incorporation upon the affirmative vote of the holders of a majority of the
issued and outstanding shares of Common Stock.
In the event of any liquidation, dissolution or winding-up of the Company,
the holders of Common Stock are entitled to receive pro rata the assets and
funds of the Company remaining after satisfaction of all creditors of the
Company.
The Company's transfer agent and registrar is First Chicago Trust Company
of New York.
RIGHTS AGREEMENT
The Company is a party to a Rights Agreement (the "Rights Agreement")
designed to deter partial and two-tier tender offers, stock accumulation
programs and other coercive tactics which might be used to gain control of the
Company without giving the Board of Directors the opportunity to negotiate on
behalf of the Company's stockholders. Under the Rights Agreement, one stock
purchase right (a "Right") was distributed to the holders of each share of
Common Stock outstanding on October 31, 1989, and one Right has been and will be
issued for each share of Common Stock issued thereafter prior to the
Distribution Date, as defined below. Each Right entitles the holder, under
certain circumstances, to purchase from the Company one share of Common Stock at
a purchase price of $70.00 per share, subject to adjustment as described below.
Prior to the Distribution Date, as defined below, the Rights will be
evidenced by the certificates for the associated Common Stock, and no separate
Right certificates will be issued. The Rights are not exercisable until the
Distribution Date and will expire on October 31, 1999, unless exercised in
connection with a transaction of the type described below or unless earlier
exchanged or redeemed by the Company in the manner described below. Following
the Distribution Date, the Rights will trade separately from the Common Stock
and will be evidenced by separate Right certificates. Until a Right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company, including, without limitation, the right to receive dividends.
-26-
The Distribution Date will occur upon the earlier of (i) 10 days following
a public announcement that a person or group of affiliated or associated persons
other than the Company and its affiliates (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15 percent or more of
the outstanding Common Stock, or (ii) 10 business days (or such later date as a
majority of the Company's Board of Directors may determine) following the
commencement of (or a public announcement of an intention to make) a tender or
exchange offer if, upon the consummation thereof, the Acquiring Person would be
the beneficial owner of 15 percent or more of the outstanding Common Stock. The
proposed merger of the Company, the Power Company and The Washington Water Power
Company with and into Altus Corporation will not result in the occurrence of a
Distribution Date under the Rights Agreement.
In the event that, at any time following the Distribution Date, the Company
is acquired in a merger or other business combination transaction or 50 percent
or more of its assets or earning power are sold, each holder of a Right will
have the right to receive, upon exercise at the then current exercise price of
the Right, Common Stock of the acquiring or surviving company having a value
equal to two times the exercise price of the Right. In the event that any
person (other than the Company and its affiliates) becomes the beneficial owner
of 15 percent or more of the then outstanding shares of Common Stock (except
pursuant to a tender or exchange offer for all outstanding shares of Common
Stock at a price and on terms which a majority of the Board of Directors
determines to be fair on the basis of criteria set forth in the Rights
Agreement) each holder of a Right will have the right to receive, upon exercise
at the then current exercise price of the Right, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the exercise price of the Right. Upon the occurrence of any
of the transactions referred to in this paragraph, any Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will immediately become void.
The purchase price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights is subject to
certain antidilution adjustments, as specified in the Rights Agreement.
At any time after the acquisition by an Acquiring Person of beneficial
ownership of 15 percent or more of the outstanding Common Stock and prior to the
acquisition by such Acquiring Person of 50 percent or more of the outstanding
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such Acquiring Person which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment). At any time prior to 10 days following the acquisition
by an Acquiring Person of beneficial ownership of 15 percent or more of the
outstanding Common Stock, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right. Immediately upon the action of the Board of
Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price.
LEGAL OPINIONS
The legality of the Common Stock offered hereby is being passed upon for
the Company by Choate, Hall & Stewart (a partnership including professional
corporations), Boston, Massachusetts.
-27-
Matters of Nevada law are being passed upon by Woodburn and Wedge, Reno, Nevada.
Choate, Hall & Stewart have relied upon the opinion of Woodburn and Wedge as to
matters of Nevada law.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1995 and
1994, and the consolidated statements of income, retained earnings, and cash
flows for each of the three years in the period ended December 31, 1995,
incorporated herein by reference in this prospectus, have been incorporated by
reference in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in auditing and
accounting.
The balance sheets and statements of capitalization of the Power Company as
of December 31, 1995 and 1994, and the statements of income, common
shareholder's equity and cash flows for each of the three years in the period
ended December 31, 1995, incorporated by reference in this prospectus, have been
incorporated by reference in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
Any financial statements and schedules hereafter incorporated by reference
in the registration statement of which this prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.
The statements of law and legal conclusions made under "Description of
Common Stock" and under "Tax Consequences of Plan Participation" herein have
been reviewed by Choate, Hall & Stewart (a partnership including professional
corporations) and, as to matters of Nevada law, by Woodburn and Wedge. Such
statements are included in reliance upon the authority of such counsel as
experts.
-28-
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change in the affairs
of the Company since the date of the Prospectus. This Prospectus does not
constitute an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to so do or to anyone to whom it is unlawful to
make such offer or solicitation.
__________
TABLE OF CONTENTS
Page
Introductory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Summary of Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Description of the Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Purpose and Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Optional Cash Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Statements/Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Termination of Participant's Account . . . . . . . . . . . . . . . . . . . 16
Rejoining the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Tax Consequences of Plan Participation . . . . . . . . . . . . . . . . . . 18
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Common Stock Dividends and Price Range . . . . . . . . . . . . . . . . . . . 24
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 25
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SIERRA PACIFIC RESOURCES
COMMON STOCK INVESTMENT PLAN
1,000,000 Shares of
Common Stock
Par Value, $1.00 Per Share
_______________
PROSPECTUS
_______________
June ___, 1996
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
4.1 Restated Articles of Incorporation filed October 5, 1990
(previously filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1990, and incorporated herein by
reference).
4.2 Rights Agreement dated as of October 13, 1989 between
the Company and Bank of America N.T. & S.A., including
form of Rights Certificate (previously filed as Exhibit
No. 1 to the Company's Form 8-K Current Report dated
October 30, 1989, and incorporated herein by reference).
5.1 Opinion and Consent of Choate, Hall & Stewart (a
partnership including professional corporations),
special counsel to the Registrant.
5.2 Opinion and Consent of Woodburn and Wedge.
*15.1 Letter of independent accountants regarding unaudited
interim financial information.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Choate, Hall & Stewart (a partnership
including professional corporations) (included in
Exhibit 5.1).
23.3 Consent of Woodburn and Wedge (included in Exhibit 5.2).
24.1 Power of Attorney (reference is made to the Signature
Page of this Registration Statement).
_______________
*Filed herewith.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Reno, State of Nevada on June 19,
1996.
SIERRA PACIFIC RESOURCES
(Registrant)
By:/s/ Walter M. Higgins
-------------------------------------
Walter M. Higgins, Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 has been signed below on June 19, 1996 by the following persons in the
capacities indicated.
Name Capacity
- ---- --------
/s/ Walter M. Higgins Chairman, President, Chief Executive Officer
- ------------------------- (Principal Executive Officer) and Director
Walter M. Higgins
/s/ Malyn K. Malquist Senior Vice President and Chief Financial Officer
- ------------------------- (Principal Financial Officer) (Principal
Malyn K. Malquist Accounting Officer)
Edward P. Bliss*
- -------------------------
Edward P. Bliss Director
Krestin M. Corbin* Director
- -------------------------
Krestin M. Corbin
Theodore J. Day* Director
- -------------------------
Theodore J. Day
Harold P. Dayton, Jr.* Director
- --------------------------
Harold P. Dayton, Jr.
James R. Donnelley* Director
- -------------------------
James R. Donnelley
Richard N. Fulstone* Director
- -------------------------
Richard N. Fulstone
Name Capacity
- ---- --------
James L. Murphy* Director
- -------------------------
James L. Murphy
Dennis E. Wheeler* Director
- -------------------------
Dennis E. Wheeler
Robert B. Whittington* Director
- --------------------------
Robert B. Whittington
* By /s/ Malyn K. Malquist
---------------------
Malyn K. Malquist
Attorney-in Fact