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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
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IBJ SCHRODER BANK & TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
New York 13-5375195
(State of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
Alfred Bonanno, Assistant Vice President
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
(212) 858-2000
NEVADA POWER COMPANY
(Exact name of obligor as specified in its charter)
Nevada 88-0045330
(State of jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6226 West Sahara Avenue 89151
Las Vegas, Nevada (Zip code)
(Address of principal executive office)
% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES SERIES A
---
(Title of Securities)
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Item 1. General information
Furnish the following information as to the trustee:
(a) Name and address of examining or supervising authority to
which it is subject.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York Second District
33 Liberty Street
New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
As of March 6, 1997
Col. A Col. B
Title of class Amount Outstanding
2
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture
Not Applicable
(b) A brief statement of the facts relied upon as a basis for
the claim that no conflicting interest within the meaning of
Section 310 (b)(1) of the Act arises as a result of the
trusteeship under any such other Indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.
Item 5. Interlocking directorates and similar relationships with the
obligor or underwriters.
If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee,
or representative of the obligor or of any underwriter for the
obligor, identify each such person having any such connection and
state the nature of each such connection.
Not Applicable
Item 6. Voting securities of the trustee owned by the obligor or its
officials.
Furnish the following information as to the voting securities of
the trustee owned beneficially by the obligor and each director,
partner, and executive officer of the obligor:
As of March 6, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
- -------------- -------------- ------------ -------------------------
Not Applicable
3
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of
the trustee owned beneficially by each underwriter for the
obligor and each director, partner and executive officer of each
such underwriter:
As of March 6, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
- -------------- -------------- ------------ -------------------------
Not Applicable
Item 8. Securities of the obligor owned or held by trustee
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations
in default by the trustee:
As of March 6, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- -------------- -------------- ------------------------ -------------------------
Not Applicable
4
if the trustee owns beneficially or holds as collateral security
for obligations in default any securities of an underwriter
for the obligor, furnish the following information as to each
class of securities of such underwriter any of which are so owned
or held by the trustee:
As of March 6, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- -------------- -------------- ------------------------ -------------------------
Not Applicable
Item 10. Ownership or holdings by the trustee of voting securities of
certain affiliates or securityholders of the obligor.
If the trustee owns beneficially or holds as collateral security
for obligations in default voting securities of a person who, to
the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other than
a subsidiary, of the obligor, furnish the following information
as to the voting securities of such person:
As of March 6, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- -------------- -------------- ------------------------ -------------------------
Not Applicable
5
Item 11. Ownership or holdings by the trustee of any securities of a
person owning 50 percent or more of the voting securities of the
obligor.
If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of a person who, to the
knowledge of the trustee, owns 50 percent or more of the voting
securities of the obligor, furnish the following information as
to each class of securities of such any of which are so owned or
held by the trustee:
As of March 6, 1997
Col A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
- ---------------------- ------------------- -------------
Not Applicable
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted
to the trustee, furnish the following information:
As of March 6, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- -------------- -------------- ------------------------ -------------------------
Not Applicable
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of
any such default.
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(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether
there has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
Not Applicable
Item 14. Affiliations with the Underwriters
If any underwriter is an affiliate of the trustee, describe each
such affiliation.
Not Applicable
Item 15. Foreign Trustees.
Identify the order or rule pursuant to which the foreign trustee
is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.
Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company
as amended to date. (See Exhibit 1A to Form T-1, Securities
and Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the Trustee to
Commence Business (Included in Exhibit I above).
*3. A copy of the Authorization of the Trustee, as amended to
date (See Exhibit 4 to Form T-1, Securities and Exchange
Commission File No. 22-19146).
*4 A copy of the existing By-Laws of the Trustee, as amended to
date (See Exhibit 4 to Form T-1, Securities and Exchange
Commission File No. 22-19146).
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5. A copy of each indenture referred to in item 4, if the
Obligor is in default. Not Applicable.
6. The consent of the United States institutional trustee
required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
The Exhibits thus designated are incorporated herein by reference as exhibits
hereto. Following the description of such Exhibits is a reference to the copy
of the Exhibit heretofore filed with the Securities and Exchange Commission,
to which there have been no amendments or changes.
NOTE
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In answering any item in (this Statement of Eligibility which relates to
matters specularity within the knowledge of the obligor and its directors or
officers, the trustee has relied upon information furnished to it by the
obligor.
In as much as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the
answer to said item are based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an amendment
to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to items 1, 2
and 16 of this form since to the best knowledge of the trustee as indicated
in item 13, the obligor is not in default under any indenture under which the
applicant is trustee.
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SIGNATURE
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Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, IBJ Schroder Bank & Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and
State of New York, on the 6th day of March, 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Alfred Bonanno
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Alfred Bonanno
Assistant Vice President
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issue by NVP Capital I of
its ___% Cumulative Quarterly Income Preferred Securities, we hereby consent
that reports of examinations by Federal, State, Territorial, or District
authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Alfred Bonanno
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Alfred Bonanno
Assistant Vice President
Dated: March 6, 1997
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF SEPTEMBER 30, 1996
DOLLAR AMOUNTS
IN THOUSANDS
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ASSETS
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Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin....................$ 34,228
Interest-bearing balances..............................................$ 229,175
Securities: Held-to-maturity securities................................$ 174,175
Available-for-sale securities..............................$ 36,168
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:
Federal Funds sold.....................................................$ 15,062
Securities purchased under agreements to resell........................$ -0-
Loans and lease financing receivables:
Loans and leases, net of unearned income...................$ 1,780,278
LESS: Allowance for loan and lease losses..................$ 56,976
LESS: Allocated transfer risk reserve......................$ -0-
Loans and leases, net of unearned income, allowance, and reserve.......$1,723,302
Trading assets held in trading accounts.................................$ 622
Premises and fixed assets (including capitalized leases)................$ 4,264
Other real estate owned.................................................$ 397
Investments in unconsolidated subsidiaries and associated companies.....$ -0-
Customers' liability to this bank on acceptances outstanding............$ 105
Intangible assets.......................................................$ 153,290
TOTAL ASSETS............................................................$2,371,320
LIABILITIES
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Deposits:
In domestic offices....................................................$ 671,747
Noninterest-bearing.....................................$ 224,231
Interest-bearing........................................$ 447,516
In foreign offices, Edge and Agreement subsidiaries, and IBFs...........$ 856,540
Noninterest-bearing.....................................$ 17,313
Interest-bearing........................................$ 839,227
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased................................................$ 430,500
Securities sold under agreements to repurchase.........................$ -0-
Demand notes issued to the U.S. Treasury................................$ 50,000
Trading Liabilities.....................................................$ 539
Other borrowed money:
a) With a remaining maturity of one year or less.......................$ 61,090
b) With a remaining maturity of more than one year.....................$ 7,647
Mortgage indebtedness and obligations under capitalized leases..........$ -0-
Bank's liability on acceptances executed and outstanding................$ 105
Subordinated notes and debentures.......................................$ -0-
Other liabilities.......................................................$ 77,289
TOTAL LIABILITIES.......................................................$2,155,457
Limited-life preferred stock and related surplus........................$ -0-
EQUITY CAPITAL
Perpetual preferred stock and related surplus...........................$ -0-
Common stock............................................................$ 29,649
Surplus (exclude all surplus related to preferred stock)................$ 217,008
Undivided profits and capital reserves..................................$ (30,795)
Net unrealized gains (losses) on available-for-sale securities..........$ 1
Cumulative foreign currency transaction adjustment......................$ -0-
TOTAL EQUITY CAPITAL....................................................$ 215,863
TOTAL LIABILITIES AND EQUITY CAPITAL....................................$2,371,320