AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
of Identification Number)
incorporation or organization)
P.O. BOX 30150 (6100 NEIL ROAD)
RENO, NEVADA 89520-3150
(775) 834-4011
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
SIERRA PACIFIC RESOURCES CAPITAL TRUST I
SIERRA PACIFIC RESOURCES CAPITAL TRUST II
(Exact name of each registrant as specified in its Trust Agreement)
DELAWARE EACH TO BE APPLIED FOR
(State or other jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
organization
of each registrant)
C/O SIERRA PACIFIC RESOURCES
P.O. BOX 30150 (6100 NEIL ROAD)
RENO, NEVADA 89520-3150
(775) 834-4011
(Address, including zip code, and telephone number, including area code, of each
registrant's principal executive offices)
------------------------------
WILLIAM E. PETERSON, ESQ.
Senior Vice President, General Counsel and Corporate Secretary
Sierra Pacific Resources
P.O. Box 30150 (6100 Neil Road)
Reno, Nevada 89520-3150
(775) 834-4011
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
WITH COPIES TO:
WILLIAM C. ROGERS, ESQ. DAVID B. WALEK, ESQ.
Choate, Hall & Stewart Ropes & Gray
53 State Street One International Place
Boston, Massachusetts 02109 Boston, Massachusetts 02110
(617) 248-5000 (617) 951-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is to be a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
registration statement of the earlier effective registration statement for the
same offering. / /
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
(CALCULATION OF REGISTRATION FEE ON FOLLOWING PAGE)
------------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING PRICE PER AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE UNIT OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) (1)(2)(3) (1)(2)(3) FEE(2)
Securities of Sierra Pacific Resources:
Debt Securities...........................
Preferred Securities of Sierra Pacific
Resources Capital Trust I.................
Preferred Securities of Sierra..............
Pacific Resources Capital Trust II..........
Guarantees of Preferred Securities of Sierra
Pacific Resources Capital Trust I and
Sierra Pacific Resources Capital Trust II
by Sierra Pacific Resources (4)...........
Total..................................... $500,000,000 $139,000
(1) Such indeterminate number or amount of Debt Securities of Sierra Pacific
Resources and Preferred Securities of Sierra Pacific Resources Capital Trust
I and Sierra Pacific Resources Capital Trust II as may from time to time be
issued at indeterminate prices. Subordinated Debt Securities may be issued
and sold to Sierra Pacific Resources Capital Trust I and Sierra Pacific
Resources Capital Trust II in which event such Subordinated Debt Securities
may later be distributed to the holders of Preferred Securities upon a
dissolution of Sierra Pacific Resources Capital Trust I and Sierra Pacific
Resources Capital Trust II and the distribution of the assets thereof.
(2) Such amount in U.S. dollars [or the equivalent thereof in foreign
currencies] as shall result in an aggregate initial offering price for all
securities of $500,000,000. In addition, this Registration Statement
includes such presently indeterminate number of Offered Securities (as
defined herein) as may be issuable from time to time upon conversion or
exchange of the Offered Securities being registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended
("Securities Act"), and exclusive of accrued interest and dividends, if any.
(4) Sierra Pacific Resources is also registering under this registration
statement all other obligations that it may have with respect to Preferred
Securities issued by Sierra Pacific Resources Capital Trust I and Sierra
Pacific Resources Capital Trust II. No separate consideration will be
received for any Guarantee or any other such obligations.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 7, 1999
P R O S P E C T U S
[LOGO]
SIERRA PACIFIC RESOURCES
SIERRA PACIFIC RESOURCES CAPITAL TRUST I
SIERRA PACIFIC RESOURCES CAPITAL TRUST II
By this prospectus, we may offer from time to time up to $500,000,000 of
our:
DEBT SECURITIES
PREFERRED SECURITIES OF SIERRA PACIFIC RESOURCES CAPITAL TRUST I
PREFERRED SECURITIES OF SIERRA PACIFIC RESOURCES CAPITAL TRUST II
------------------------
Sierra Pacific Resources is a Nevada corporation. Sierra Pacific Resources
Capital Trust I and Sierra Pacific Resources Capital Trust II are Delaware
business trusts. Sierra Pacific Resources is the sponsor of Sierra Pacific
Resources Capital Trust I and Sierra Pacific Resources Capital Trust II.
When we offer securities, we will provide you with a prospectus supplement
or a term sheet describing the terms of the specific issue of securities
including the offering price of the securities.
You should read this prospectus and the prospectus supplement or the term
sheet relating to the specific issue of securities carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------------------
The date of this Prospectus is , 1999.
TABLE OF CONTENTS
PAGE
-----
SIERRA PACIFIC RESOURCES................................................................................... 1
THE TRUSTS................................................................................................. 1
USE OF PROCEEDS............................................................................................ 2
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES ANDEARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS................................................................................................ 3
DESCRIPTION OF THE DEBT SECURITIES......................................................................... 3
General................................................................................................ 3
Terms of the Debt Securities........................................................................... 4
Consolidation, Merger or Sale.......................................................................... 5
Modification of Indentures; Waiver..................................................................... 6
Events of Default...................................................................................... 6
Special Terms Relating to the Subordinated Debt Securities............................................. 8
Subordination...................................................................................... 8
Redemption......................................................................................... 8
Option to Extend Interest Payment Date............................................................. 9
Restrictions on Certain Payments................................................................... 9
Option to Change Stated Maturity Date.............................................................. 10
Special Terms Relating to the Senior Debt Securities................................................... 10
Limitations Upon Liens on Stock of Restricted Subsidiaries......................................... 10
Limitations on the Issuance or Disposition of Stock of Restricted Subsidiaries..................... 10
Defeasance............................................................................................. 11
Form, Registration, Transfer and Exchange.............................................................. 11
Global Securities...................................................................................... 12
Payment and Paying Agents.............................................................................. 12
Governing Law.......................................................................................... 12
DESCRIPTION OF THE PREFERRED SECURITIES OF THE TRUSTS...................................................... 12
General................................................................................................ 12
Distributions.......................................................................................... 14
Mandatory Redemption................................................................................... 14
Trust Special Event Redemption or Distribution......................................................... 15
Redemption Procedures.................................................................................. 17
Liquidation Distribution Upon Dissolution.............................................................. 17
Subordination of the Common Securities................................................................. 18
Amendment of Declarations.............................................................................. 18
Voting Rights.......................................................................................... 20
Declaration Events of Default.......................................................................... 21
Merger, Consolidation or Amalgamation of the Trusts.................................................... 21
Removal and Replacement of Trustees.................................................................... 23
Registrar, Transfer Agent, and Paying Agent............................................................ 23
Book-Entry Only Issuance--The Depository Trust Company................................................. 23
Description of the Global Certificates............................................................. 23
DTC Procedures..................................................................................... 23
Information Concerning the Property Trustee............................................................ 25
Governing Law.......................................................................................... 25
Miscellaneous.......................................................................................... 25
i
PAGE
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DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES......................................................... 26
Events of Default...................................................................................... 27
Status of the Preferred Securities Guarantees; Subordination........................................... 27
Amendments and Assignment.............................................................................. 27
Termination of the Preferred Securities Guarantees..................................................... 28
Information Concerning the Guarantee Trustee........................................................... 28
Governing Law.......................................................................................... 28
RELATIONSHIP AMONG PREFERRED SECURITIES, PREFERRED SECURITIES GUARANTEESAND SUBORDINATED DEBT SECURITIES
HELD BY THE TRUSTS....................................................................................... 28
PLAN OF DISTRIBUTION....................................................................................... 29
WHERE YOU CAN FIND MORE INFORMATION........................................................................ 30
INCORPORATION OF INFORMATION WE FILE WITH THE SEC.......................................................... 31
LEGAL OPINIONS............................................................................................. 31
EXPERTS.................................................................................................... 32
ii
SIERRA PACIFIC RESOURCES
Sierra Pacific Resources engages primarily in the energy business through
several subsidiaries. Our two largest subsidiaries, Nevada Power Company and
Sierra Pacific Power Company, are regulated public utilities. Nevada Power
Company provides electricity to the City of Las Vegas and the surrounding area
in southern Nevada. Sierra Pacific Power Company provides electricity to
western, central and northeastern Nevada, including the cities of Reno, Sparks,
Carson City and Elko, and to the Lake Tahoe area of California. Sierra Pacific
Power Company also provides natural gas and water services to the cities of Reno
and Sparks and surrounding areas. Sierra Pacific Resources and Nevada Power
Company merged in June 1999 and Nevada Power Company became a subsidiary of
Sierra Pacific Resources. As part of the merger, Sierra Pacific Power Company
and Nevada Power Company agreed to sell their electric generating assets.
Additional information regarding the merger is contained in our Registration
Statement on Form S-4 (file number 333-62895).
The principal executive office of Sierra Pacific Resources is P.O. Box
301500 (6100 Neil Road), Reno, Nevada 89520-3150, and the telephone number is
(775) 834-4011.
In this prospectus, "Sierra Pacific," "we," "us" and "our" refer
specifically to Sierra Pacific Resources, the holding company.
THE TRUSTS
Sierra Pacific Capital Trust I and Sierra Pacific Capital Trust II are
statutory business trusts created under Delaware law. They were created pursuant
to declarations of trust and by the filing of a Certificate of Trust with the
Secretary of State of the State of Delaware on June , 1999. Each declaration
of trust will be amended and restated in its entirety substantially in the forms
filed as an exhibit to the registration statement of which this prospectus is a
part. Each declaration will be qualified as an indenture under the Trust
Indenture Act of 1939, as amended. When the preferred securities of each trust
are issued, the purchasers of those securities will own all of the preferred
securities of each trust. See "Description of the Preferred Securities." We will
directly or indirectly acquire all of the trusts' issued and outstanding common
securities, which will be in an aggregate liquidation amount equal to at least
3% of the total capital of each trust. The trusts will use all of the proceeds
from the issuance of their preferred securities and common securities
(collectively, the "Trust Securities") to purchase subordinated debt securities
issued by Sierra Pacific. The only assets of each trust are subordinated debt
securities issued by Sierra Pacific. Each trust exists for the exclusive
purposes of
- issuing its Trust Securities representing undivided beneficial interests
in the assets of the trust;
- investing the gross proceeds of the sale of its Trust Securities in
subordinated debt securities issued by Sierra Pacific; and
- engaging in only those other activities necessary or incidental to the
foregoing purposes.
Each trust has a term of approximately 55 years, but may be dissolved
earlier as provided in its declaration.
Sierra Pacific has appointed the following four trustees to conduct each
trust's business and affairs:
- two officers of Sierra Pacific (the "administrative trustees");
- The Bank of New York (the "property trustee"); and
- The Bank of New York (Delaware) (the "Delaware trustee").
1
The property trustee will hold title to the subordinated debt securities of
Sierra Pacific purchased by each trust for the benefit of each trust and the
holders of the Trust Securities. As long as the subordinated debt securities are
held by a trust, the property trustee will have the power to exercise all
rights, powers, and privileges of a holder of subordinated debt securities under
the indenture to be entered into by and between Sierra Pacific and The Bank of
New York, as indenture trustee. In addition, the property trustee will maintain
exclusive control of a segregated non-interest bearing bank account for each
trust (the "property trustee accounts") to hold all payments made in respect of
the subordinated debt securities for the benefit of the holders of the Trust
Securities of each trust.
Sierra Pacific, as the holder of all the common securities of each trust,
will have the right to appoint, remove or replace any trustee (subject to the
limitations shown in the declarations) and to increase or decrease the number of
trustees of each trust, provided that the number of trustees of each trust shall
be at least three. Sierra Pacific will pay all fees, expenses, debts and
obligations (other than with respect to the Trust Securities) related to each
trust and the offering of the Trust Securities by each trust.
The rights of the holders of the preferred securities of each trust,
including economic rights, rights to information and voting rights, are
contained in its declaration and in the Delaware Business Trust Act. See
"Description of the Preferred Securities of the Trusts." The declarations also
incorporate by reference the terms of the Trust Indenture Act.
The principal executive office of each trust is P.O. Box 30150 (6100 Neil
Road), Reno, Nevada 89520-3150. The telephone number of each trust is (775)
834-4001.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of our debt securities for
general corporate purposes, unless otherwise specified in the prospectus
supplement or term sheet relating to a specific issue of debt securities.
General corporate purposes may include financing the activities of Sierra
Pacific's subsidiaries, financing our assets and those of our subsidiaries,
refinancing our existing borrowings, and financing acquisitions. Until we use
the net proceeds from the sale of any of our securities for general corporate
purposes, we will use the net proceeds to reduce our short-term indebtedness or
for temporary investments. We expect that we will, on a recurrent basis, engage
in additional financings as the need arises to finance our growth, through
acquisitions or otherwise, or to refinance our existing borrowings.
We currently intend to use the net proceeds from the sale of our debt
securities to cover a portion of the cash consideration required in connection
with our merger with Nevada Power Company and to repay bank indebtedness
incurred in connection with the Merger. The specific allocations of the proceeds
we receive from the sale of our securities will be described in the prospectus
supplement relating thereto.
Each trust will use all proceeds received from the sale of its Trust
Securities and common securities to purchase subordinated debt securities issued
by us.
2
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
The following table sets forth our consolidated ratios of earnings to
combined fixed charges and preferred dividends. The ratios shown in the table
are both the historical ratios and the pro forma combined ratios showing the
effect of the merger between Sierra Pacific and Nevada Power Company. As a
result of the merger between Sierra Pacific and Nevada Power Company, which has
been treated for accounting purposes as a reverse acquisition with Nevada Power
being the acquiror, the historical ratios are those of Nevada Power Company. The
pro forma combined ratios assume that the merger occurred at the beginning of
the applicable period.
TWELVE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31
------------------------ ---------------------------------------------------------
1999 1998
(COMBINED (COMBINED
PRO FORMA) 1999 PRO FORMA) 1998 1997 1996 1995
------------- --------- ------------- --------- --------- --------- ---------
Ratio of earnings to combined fixed charges
and preferred dividends: 2.01 2.39 2.06 2.48 2.70 2.64 2.60
1994
---------
Ratio of earnings to combined fixed charges
and preferred dividends: 2.81
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" represent the aggregate of net income, taxes on income and fixed
charges (less capitalized interest and preference security dividend requirements
of consolidated subsidiaries). Earnings used in the calculation of the ratios of
earnings to fixed charges include the allowance for funds used during
construction. "Fixed charges" represent interest on short-term and long-term
debt, the interest portion on capital leases representing that portion of rental
expense deemed to be attributable to interest, and the tax-effected preference
security dividend requirements of consolidated subsidiaries.
DESCRIPTION OF THE DEBT SECURITIES
GENERAL
From time to time we may issue debt securities in one or more series as
either senior securities ("senior debt securities") or subordinated securities
("subordinated debt securities"). The term "debt securities" refers to both the
senior debt securities and the subordinated debt securities. Below is a
description of the general terms of the debt securities. The particular terms of
a series of debt securities will be described in a prospectus supplement.
Senior debt securities will be issued under an indenture, as supplemented
from time to time (the "senior indenture"), between Sierra Pacific and The Bank
of New York, as trustee (the "senior indenture trustee"). Unless specified in a
prospectus supplement, subordinated debt securities will be issued under an
indenture, as supplemented from time to time (the "subordinated indenture"),
between Sierra Pacific and The Bank of New York, as trustee (the "subordinated
indenture trustee"). The term "indentures" refers to the senior indenture and
the subordinated indenture. Each of the indentures will be subject to and
governed by the Trust Indenture Act of 1939.
The indentures do not limit the amount of debt securities that we may issue,
nor do they limit us or our subsidiaries from issuing any other unsecured debt.
The senior debt securities will rank equally with all of our unsecured and
unsubordinated debt. The subordinated debt securities will be unsecured and will
be subordinate and junior in priority of payment to our other indebtedness to
the extent described in a prospectus supplement. As a holding company, our cash
flows and our ability to service our debt are dependent on the cash flows of our
subsidiaries. Our subsidiaries are separate and distinct legal entities and will
have no obligation to pay any amounts due under the debt securities. In
addition, our two largest subsidiaries, Nevada Power and Sierra Pacific Power,
are subject to regulation by state utility commissions which may impose
limitations
3
on the rate of return on equity or otherwise impact the amount of dividends
which may be paid by those companies. Moreover, the articles of incorporation of
both Nevada Power Company and Sierra Pacific Power Company contain restrictions
on the payment of dividends on that subsidiary's common stock if there is
currently a default in the payment of dividends on that company's preferred
stock. Similarly, the terms of the bank credit facilities of Nevada Power
Company and Sierra Pacific Power Company prohibit the payment of dividends on
each company's common stock if that company is in default under its credit
facility. As a result, the debt securities will be effectively subordinated to
all indebtedness and other liabilities of our subsidiaries.
TERMS OF THE DEBT SECURITIES
Each prospectus supplement will describe the terms of a series of debt
securities, including:
- the title and series designation;
- the aggregate principal amount and authorized denominations of the debt
securities;
- the percentage of principal amount at which the debt securities will be
issued;
- the stated maturity date;
- any fixed or variable interest rates or rates per annum;
- the times at which any interest will be payable, the date or dates from
which interest will accrue and the regular record dates for interest
payments or the method for determining those dates;
- the principal amount payable, whether at maturity or upon earlier
acceleration, and whether the principal amount will be determined with
reference to an index, formula or other method;
- whether the debt securities are denominated or payable in United States
dollars;
- any sinking fund requirements;
- any terms under which Sierra Pacific can redeem the debt securities;
- any terms for repayment of principal amount at the option of the holder;
- whether and under what circumstances Sierra Pacific will pay additional
amounts ("Additional Amounts") under any debt securities to a person who
is not a U.S. person for specified taxes, assessments or other
governmental charges and whether Sierra Pacific has the option to redeem
the affected debt securities rather than pay any Additional Amounts;
- the form in which Sierra Pacific will issue the debt securities, whether
registered, bearer or both, and any restrictions applicable to the
exchange of one form for another and to the offer, sale and delivery of
the debt securities in either form;
- whether the debt securities will be issued in global form, and any terms
and conditions under which interests the debt securities in global form
may be exchanged for individual debt securities;
- the minimum denominations;
- the defeasance provisions, if any, that apply to the debt securities
(other than those described herein);
- the person to whom any interest on a registered security is payable, if
that person is not the registered owner of the debt securities, or the
manner in which any interest is payable on a bearer security if other than
upon presentation of the coupons pertaining thereto, as the case may be;
4
- any events of default or covenants not contained in the applicable
indenture; and
- any other specific terms of the debt securities which are not inconsistent
with the provisions of the applicable indenture.
Prospective purchasers of debt securities should be aware that special U.S.
Federal income tax, accounting and other considerations may be applicable to
instruments such as the debt securities. The prospectus supplement relating to
an issue of debt securities will describe these considerations, if applicable.
The provisions of the indentures permit Sierra Pacific, without the consent
of holders of any debt securities, to issue additional debt securities with
terms different from those of debt securities previously issued and to reopen a
previous issue of a series of debt securities and issue additional debt
securities of that series.
Sierra Pacific will pay or deliver principal and any premium, Additional
Amounts, and interest in the manner, at the places and subject to the
restrictions described in the applicable indenture, the debt securities and the
applicable prospectus supplement.
CONSOLIDATION, MERGER OR SALE
The indentures permit Sierra Pacific to merge or consolidate, or sell,
convey, transfer or otherwise dispose of all or substantially all of its assets,
if the following conditions are satisfied:
- no event of default would occur under the indentures as a result of such
transaction;
- any successor or acquiror assumes all of the obligations of Sierra Pacific
under the indentures and the debt securities; and
- the successor or acquiror is organized and existing under the laws of the
United States of America or of any U.S. state.
If a series of subordinated debt securities is held by a trust, any
transaction referred to above would also have to be permitted under and not
result in any breach of violation of the applicable trust agreement and
guarantee.
MODIFICATION OF INDENTURES; WAIVER
Each indenture may be modified or amended by Sierra Pacific and the
applicable trustee without the consent of any holders with respect to matters
contained in the indenture, including:
- curing any ambiguity or correcting any inconsistency in the indenture;
- to provide for uncertificated debt securities;
- to establish the form or terms of debt securities of any series; or
- to make any change that does not materially adversely affect the rights of
any holder of a debt security.
In addition, under each indenture, Sierra Pacific and the applicable trustee
may change the rights of holders of a series of debt securities with the written
consent of the holders of at least a majority in aggregate principal amount of
the outstanding debt securities of each affected series. However, the following
changes may be made only with the consent of each holder of any outstanding debt
securities affected:
- changing the stated maturity of those debt securities;
- reducing the principal amount of a discount security payable upon
declaration of acceleration;
5
- reducing the principal amount, reducing the rate of or extending the time
of payment of interest, or reducing any premium payable upon redemption;
- changing the place or currency of any payment of principal or interest;
- impairing the right to bring a suit for the enforcement of any payment on
or with respect to those debt securities; and
- modifying any of the foregoing requirements or reducing the percentage of
holders of debt securities required to consent to any amendment or waiver
of any covenant or past default.
If a series of subordinated debt securities is held by a trust, no
modification of the subordinated indenture may occur without the prior consent
of the holders of at least a majority of the aggregate liquidation preference of
the trust's preferred securities.
The holders of at least a majority in principal amount of the outstanding
debt securities of any series may, with respect to that series, waive past
defaults under the applicable indenture and waive compliance by Sierra Pacific
with the provisions of that indenture, except as described under "Events of
Default."
EVENTS OF DEFAULT
Each of the following will be an Event of Default with respect to each
series of debt securities issued under each indenture:
- default in the payment of any principal or premium, when due (except when
the failure to make payment when due results from mistake, oversight or
transfer difficulties and does not continue for more than three business
days);
- default in the payment of interest or Additional Amounts and the
continuance of that default for a period of 30 days;
- default with respect to any obligation to make payments to a sinking fund,
when due (except when the failure to make payment when due results from
mistake, oversight or transfer difficulties and does not continue for more
than three business days);
- default in the performance or breach of any other obligation contained in
the applicable indenture or in the debt securities with respect to that
series and continuance of the default for a period of 60 days after
written notice as provided in the applicable indenture;
- specified events of bankruptcy, insolvency or reorganization of Sierra
Pacific which remain in effect for a period of sixty consecutive days; or
- any other Event of Default provided in the applicable prospectus
supplement.
If a series of subordinated debt securities is held by a trust, it would
also be an event of default if the trust dissolves, winds up or terminates,
except in connection with:
- the distribution of the subordinated debt securities to holders of
preferred and common securities of the trust;
- the redemption of all of the preferred and common securities of the trust;
or
- mergers, consolidations, conversions or amalgamations permitted by the
declaration of trust.
If an Event of Default with respect to debt securities of any series occurs
and is continuing, the applicable trustee or the holders of at least 25% in
principal amount of the outstanding debt securities of that series may declare
all amounts due and payable or deliverable immediately. Holders of a majority in
principal amount of the outstanding debt securities of an affected series may
rescind and
6
annul a declaration of acceleration if Sierra Pacific deposits with the trustee
enough money to cover all overdue amounts on the outstanding debt securities
other than the amounts that would be due as a result of the acceleration.
Holders of a majority in principal amount of the outstanding debt securities
of an affected series (or if subordinated debt securities of an affected series
are held by a trust, the holders of at least a majority in liquidation amount of
the trust's preferred securities) may waive any past default or event of default
of that series, except defaults or events of default regarding covenants that
cannot be modified or amended without the consent of each holder of any
outstanding debt securities affected (see "--Modification of Indentures; Waiver"
below).
Holders of debt securities may not enforce the applicable indentures or the
relevant debt securities except as set forth in the applicable indenture. The
trustee under an indenture may refuse to enforce the indenture on the applicable
debt securities unless it receives indemnification satisfactory to it. Subject
to limitations contained in the indentures, holders of a majority in principal
amount of debt securities issued under an indenture may direct the trustee in
its exercise of any power granted to it under the indenture.
If the subordinated debt securities of any series are held by a trust, and a
"declaration event of default" (as defined under "Description of Preferred
Securities of the Trusts--Declaration Events of Default") has occurred and is
attributable to the failure of Sierra Pacific to pay principal, premium, if any,
or interest on, those subordinated debt securities, then each holder of the
preferred securities of that trust may sue Sierra Pacific, or seek other
remedies to force payment to that holder of an amount equal to the aggregate
liquidation amount of the preferred securities held by that holder.
SPECIAL TERMS RELATING TO THE SUBORDINATED DEBT SECURITIES
SUBORDINATION.
If Sierra Pacific's assets are distributed upon dissolution, winding up,
liquidation or reorganization, payments on subordinated debt securities will be
subordinated, to the extent provided in the subordinated indenture, to the prior
payment in full of all senior indebtedness, including senior debt securities. If
the maturity of any subordinated debt securities is accelerated, the holders of
all senior indebtedness outstanding at the time of acceleration will be entitled
to receive payment in full of all amounts due on the senior indebtedness before
the holders of subordinated debt securities will be entitled to receive or
retain any payment on the subordinated debt securities. However, the obligation
of Sierra Pacific to make payments on the subordinated debt securities will not
be affected in any other manner. Sierra Pacific may not make any payment on
subordinated debt securities at any time when there is a default in the payment
or delivery of any amounts due on any senior indebtedness, including payment of
any sinking fund. If, while there is a default on senior indebtedness, any
payment is received by the subordinated indenture trustee under the subordinated
indenture or the holders of any subordinated debt securities before all senior
indebtedness has been paid in full, that payment or distribution must be paid
over to the holders of the unpaid senior indebtedness or applied to the
repayment of the unpaid senior indebtedness. Holders of subordinated debt
securities will be subrogated to the rights of the holders of senior
indebtedness to the extent of payments made on senior indebtedness upon any
distribution of assets in any proceeding in respect of subordinated debt
securities.
REDEMPTION.
Unless otherwise indicated in the applicable prospectus supplement,
subordinated debt securities will not be subject to any sinking fund.
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Unless otherwise indicated in the applicable prospectus supplement, Sierra
Pacific may, at its option, redeem the subordinated debt securities of any
series in whole at any time or in part from time to time. Except as otherwise
specified in the applicable prospectus supplement, the redemption price will be
equal to the principal and any accrued and unpaid interest on the subordinated
debt securities to the redemption date.
Except as otherwise specified in the applicable prospectus supplement, if a
subordinated debt security tax event (as defined below) shall occur and be
continuing, Sierra Pacific may, at its option, redeem the subordinated debt
securities in whole at any time within 90 days of the occurrence of the
Subordinated Debt Security Tax Event, at a redemption price equal to 100% of the
principal amount of the subordinated debt securities then outstanding plus
accrued and unpaid interest to the date fixed for redemption.
"Subordinated Debt Security Tax Event" means the receipt by Sierra Pacific
of an opinion of counsel experienced in such matters to the effect that:
- as a result of any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, or
- as a result of any official administrative pronouncement or judicial
decision interpreting or applying the laws or regulations, which amendment
or change is effective or which pronouncement or decision is announced on
or after the date of issuance of the applicable series of subordinated
debt securities, there is more than an insubstantial risk that interest
payable by Sierra Pacific on the series of subordinated debt securities is
not, or within 90 days of the date of the opinion will not be, deductible
by Sierra Pacific, in whole or in part, for United States Federal income
tax purposes.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of subordinated debt
securities to be redeemed at its registered address. Unless Sierra Pacific
defaults in payment of the redemption price, on and after the redemption date
interest ceases to accrue on the subordinated debt securities or portions
thereof called for redemption.
If this prospectus is being delivered with the offering of a series of
subordinated debt securities, the accompanying prospectus supplement will show
the approximate amount of senior indebtedness outstanding as of a recent date.
OPTION TO EXTEND INTEREST PAYMENT DATE
If provided in the applicable prospectus supplement, Sierra Pacific will
have the right at any time and from time to time during the term of any
subordinated debt securities to defer payment of interest for the number of
consecutive interest payment periods as may be specified in the applicable
prospective supplement. No extension period may extend beyond the stated
maturity date of subordinated debt securities. United States federal income tax
consequences and special considerations applicable to the extension of interest
payment dates will be described in the applicable prospectus supplement.
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RESTRICTIONS ON CERTAIN PAYMENTS
Unless otherwise specified in the applicable Prospectus Supplement, Sierra
Pacific will covenant, as to each series of subordinated debt securities, that
it will not, and will not permit any of its subsidiaries to:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of Sierra
Pacific's capital stock, or
- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of Sierra Pacific (including
other subordinated debt securities) that rank PARI PASSU with or junior in
interest to the subordinated debt securities of any subsidiary or any
guarantee payments with respect to any guarantee by Sierra Pacific of the
debt securities of any subsidiary, if such guarantee ranks PARI PASSU or
junior in interest to the subordinated debt securities;
if at that time:
- there shall have occurred any event which Sierra Pacific has actual
knowledge that with the giving of notice or the lapse of time, or both
would cause an Event of Default under the subordinated indenture;
- there is a default by Sierra Pacific relating to its payment of any
obligations under a preferred securities guarantee; or
- Sierra Pacific shall have given notice of its selection of an extension
period under the subordinated indenture and shall not have rescinded the
notice, or the extention period shall be continuing.
The above covenants do not restrict the payment of dividends by Sierra
Pacific Power Company or Nevada Power Company on their capital stock, nor do
they restrict Sierra Pacific from paying:
- dividends or distributions in common stock,
- redemptions or purchases of any rights pursuant to any rights plan adopted
by Sierra Pacific, or any successor to the rights plan, and the
declaration of a dividend of the rights or the issuance of stock under the
plan in the future,
- payments under any guarantee, and
- purchases of common stock related to the issuance of common stock under
any of Sierra Pacific's benefit plans for its directors, officers or
employees or under Sierra Pacific's Common Stock Investment Plan or any
successor plan.
OPTION TO CHANGE STATED MATURITY DATE
If provided in the applicable prospectus supplement, Sierra Pacific shall
have the right to:
- change the maturity date of a series of subordinated debt securities and
exchange those subordinated debt securities for preferred securities of
the trust upon liquidation of the trust; or
- extend the stated maturity of the subordinated debt securities;
provided that at the time of any change in the maturity date:
- Sierra Pacific is not in bankruptcy, insolvent or in liquidation;
- Sierra Pacific is not in default on the principal or interest on the
subordinated debt securities;
- the applicable trust is not in arrears on payments of distributions on its
preferred securities;
- the subordinated debt securities are rated not less than BBB--by Standard
& Poor's Rating Services on Baa3 by Moody's Investors Service, Inc.; and
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- the extended maturity date is no later than the 49th anniversary of the
initial issuance of the preferred securities of the applicable trust.
In addition, if Sierra Pacific exercises its right to liquidate the trust
and exchange subordinated debt securities for preferred securities of the trust,
any changed stated maturity date cannot be earlier than five years after the
issuance of the preferred securities and no later than thirty years after the
issuance of the preferred securities.
SPECIAL TERMS RELATING TO THE SENIOR DEBT SECURITIES
LIMITATIONS UPON LIENS ON STOCK OF RESTRICTED SUBSIDIARIES.
Sierra Pacific will not, nor will it permit any "restricted subsidiary" to,
create, issue, assume, guarantee or permit to exist any indebtedness for
borrowed money secured by a mortgage, security interest, pledge, lien or other
encumbrance upon any shares of stock of any restricted subsidiary without
effectively providing that the senior debt securities shall be secured equally
and ratably with the indebtedness.
The term "restricted subsidiary" is defined in the senior indenture as any
operating subsidiary of Sierra Pacific that accounts for [10%] or more of the
consolidated revenues and/or assets of Sierra Pacific.
LIMITATIONS ON THE ISSUANCE OR DISPOSITION OF STOCK OF RESTRICTED
SUBSIDIARIES.
Sierra Pacific will not, nor will it permit any restricted subsidiary to,
issue, sell, assign, transfer or otherwise dispose of, directly or indirectly,
any "capital stock" of any restricted subsidiary, except for:
- the purpose of qualifying directors;
- sales or other dispositions to Sierra Pacific or one or more restricted
subsidiaries;
- the disposition of all or any part of the capital stock of any restricted
subsidiary for consideration which is at least equal to the fair value of
the capital stock as determined by Sierra Pacific's board of directors
(acting in good faith); or
- an issuance, sale, assignment, transfer or other disposition required to
comply with an order of a court or regulatory authority of competent
jurisdiction, other than an order issued at the request of Sierra Pacific
or any restricted subsidiary.
The term "capital stock" is defined in the senior indenture as any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in corporate stock.
DEFEASANCE
The indentures provide Sierra Pacific with the option to discharge itself
from (a) all obligations of the debt securities of a series (except for
administrative obligations) or (b) compliance with the covenants of the
indentures. To exercise either option Sierra Pacific must irrevocably deposit in
trust with the indenture trustee money or obligations of, or guaranteed by, the
United States sufficient to pay all of the principal of (including any mandatory
redemption payments), premium, additional amounts and interest on the debt
securities on the dates the payments are due. To exercise either option, Sierra
Pacific is required to deliver to the indenture trustee an opinion of tax
counsel that the deposit and related defeasance would not cause the holders of
the debt securities to recognize income, gain or loss for Federal income tax
purposes. To exercise the option described in clause (a) above, the tax opinion
must be based either on a ruling of the Internal Revenue Service or a change in
the applicable Federal income tax law.
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FORM, REGISTRATION, TRANSFER AND EXCHANGE
Each series of debt securities will be issued in fully registered form
without coupons or in bearer form with or without coupon. Unless the applicable
prospectus supplement provides otherwise, registered senior debt securities will
be issued in denominations of $1,000 or integral multiples thereof and senior
debt securities issued in bearer form will be issued in the denomination of
$5,000. Unless the applicable prospectus supplement provides otherwise,
subordinated debt securities will be issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. Each
indenture provides that debt securities may be issued in global form. If any
series of debt securities is issuable in global form, the applicable prospectus
supplement will describe the circumstances, if any, under which beneficial
owners of interests in any of those global debt securities may exchange their
interests for debt securities of that series and of like tenor and principal
amount in any authorized form and denomination.
Holders may present debt securities for exchange, and registered debt
securities for transfer, in the manner, at the places and subject to the
restrictions set forth in the applicable indenture, the debt securities and the
applicable prospectus supplement. Holders may transfer senior debt securities in
bearer form and the coupons, if any, appertaining to the senior debt securities
will be transferrable by delivery. There will be no service charge for any
registration of transfer of registered debt securities or exchange of debt
securities, but Sierra Pacific may require payment of a sum sufficient to cover
any tax or other governmental charges that may be imposed in connection with any
registration of transfer or exchange. Bearer securities will not be issued in
exchange for registered securities.
In the event of any redemption of debt securities of any series, Sierra
Pacific will not be required to
- register the transfer of or exchange debt securities of that series during
a period of 15 days next preceding the selection of securities of the
series to be redeemed;
- register the transfer of or exchange any registered debt security called
for redemption, except the unredeemed portion of any registered debt
security being redeemed in part; or
- exchange any bearer security called for redemption except, to the extent
provided with respect to any series of debt securities and referred to in
the applicable prospectus supplement, to exchange the bearer security for
a registered debt security of like tenor and principal amount that is
immediately surrendered for redemption.
GLOBAL SECURITIES
The debt securities of each series may be issued in whole or in part in
global form. A debt security in global form will be deposited with, or on behalf
of, a depositary, which will be named in an applicable prospectus supplement. A
global security may be issued in either registered or bearer form and in either
temporary or definitive form. A global debt security may not be transferred,
except as a whole, among the depositary for such debt security and/or its
nominees and/or successors. If any debt securities of a series are issuable as
global securities, the applicable prospectus supplement will describe any
circumstances when beneficial owners of interests in any global security may
exchange those interests for definitive debt securities of like tenor and
principal amount in any authorized form and denomination and the manner of
payment of principal and interest on any global debt security.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, payment
of the interest on any debt securities (other than bearer securities) on any
interest payment date will be made to the person in whose name the debt
securities are registered.
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Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium, additional amounts and interest on the debt
securities (other than bearer securities) of a particular series will be payable
at the office of the paying agents designated by Sierra Pacific. Unless
otherwise indicated in the prospectus supplement, the principal corporate trust
office of the applicable trustee in The City of New York will be designated as
sole paying agent for payments with respect to debt securities of each series.
All moneys paid by Sierra Pacific to a paying agent or the trustee for the
payment of the principal, premium additional amounts or interest on a debt
security which remains unclaimed at the end of one year will be repaid to Sierra
Pacific, and the holder of the debt security thereafter may look only to Sierra
Pacific for payment thereof.
GOVERNING LAW
The indentures and debt securities will be governed by and construed under
the laws of [the State of ].
DESCRIPTION OF THE PREFERRED SECURITIES OF THE TRUSTS
GENERAL
The preferred securities of each trust will be issued under the terms of its
declaration. Each declaration will be qualified as an indenture under the Trust
Indenture Act. The property trustee of each trust, The Bank of New York, will
act as trustee for the preferred securities under each declaration for purposes
of compliance with the provisions of the Trust Indenture Act. The following
summary of the material terms and provisions of the preferred securities of each
trust is not complete and is subject to, and qualified in its entirety by
reference to, the declarations, copies of which are filed as an exhibit to the
registration statement of which this prospectus is a part, the Delaware Business
Trust Act and the Trust Indenture Act.
Each declaration authorizes the administrative trustees of each trust to
issue its Trust Securities, which represent undivided beneficial ownership
interests in the assets of the respective trusts. The proceeds from the sale of
Trust Securities will be used by a trust to purchase a series of subordinated
debt securities issued by Sierra Pacific. The subordinated debt securities
purchased by a trust will be held by the trust's property trustee for the
benefit of the holders of its Trust Securities.
The declarations do not permit the trusts to:
- acquire any assets other than subordinated debt securities issued by
Sierra Pacific;
- issue any securities other than Trust Securities; or
- incur any indebtedness.
The payment of distributions out of money held by the trusts, and payments
out of money held by the trusts upon redemption of preferred securities or
liquidation of the trusts, are guaranteed by Sierra Pacific to the extent
described under "Description of Preferred Securities Guarantee."
Each preferred securities guarantee will be held by The Bank of New York,
the guarantee trustee, for the benefit of the holders of preferred securities of
each trust. A preferred securities guarantee does not cover payment of
distributions when a trust does not have sufficient available funds to pay such
distributions.
The prospectus supplement relating to the preferred securities of a trust
will describe the specific terms of a trust's preferred securities, including:
- the name of the preferred securities;
- the dollar amount and number of securities issued;
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- any provision relating to deferral of distribution payments;
- the annual distribution rate(s), the payment date(s) and the record dates
used to determine the holders who are to receive distributions;
- the optional redemption provisions, if any, including the prices, time
periods and other terms and conditions for which the preferred securities
shall be purchased or redeemed, in whole or in part;
- the terms and conditions, if any, upon which the applicable series of
subordinated debt securities may be distributed to holders of the
preferred securities;
- the voting rights, if any, of holders of the preferred securities;
- any securities exchange on which the preferred securities will be listed;
- whether the preferred securities are to be issued in book-entry form and
represented by one or more global certificates; and
- any other relevant rights, preferences, privileges, limitations or
restrictions of such preferred securities.
Each prospectus supplement will describe United States Federal income tax
considerations applicable to the purchase, holding and disposition of the
preferred securities covered by that prospectus supplement.
DISTRIBUTIONS
Distributions on the preferred securities will be cumulative, will
accumulate from the date of original issuance unless otherwise specified in the
applicable prospectus supplement and will be payable on the dates specified in
the applicable prospectus supplement. In the event that any date on which
distributions are payable on the preferred securities is not a Business Day (as
defined below), payment of the distribution payable on that date will be made on
the next succeeding day that is a Business Day. If the next succeeding day that
is a Business Day is in the next succeeding calendar year, payment of a
distribution shall be made on the immediately preceding Business Day. A
"Business Day" means any day other than a Saturday or a Sunday, or a day on
which banking institutions in The City of New York are authorized or required by
law or executive order to remain closed or a day on which the corporate trust
office of the property trustee or the subordinated indenture trustee is closed
for business.
Distributions on the preferred securities of a trust will be made to the
extent that the trust has funds available for the payment of the distributions
in the property account. Amounts available to a trust for distribution to the
holders of its preferred securities will be limited to payments received by the
trust from Sierra Pacific with respect to subordinated debt securities from
Sierra Pacific on Sierra Pacific's guarantee on the preferred securities as
described in this prospectus.
If provided in the applicable prospectus supplement, Sierra Pacific has the
right under the subordinated indenture to defer the payment of interest at any
time or from time to time on any series of subordinated debt securities issued
to a trust for a period which will be specified in the prospectus supplement
(each an "extension period"). No extension period may extend beyond the stated
maturity of the subordinated debt securities. As a consequence of any extension,
distributions on the preferred securities would be deferred (but would continue
to accumulate additional distributions thereon at the rate per annum shown in
the prospectus supplement) during any extension period. During an extension
period Sierra Pacific may not, and may not permit any of its subsidiaries to:
- declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital
stock other than cash dividends paid by Sierra Pacific Power Company and
Nevada Power Company to Sierra Pacific,
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- make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities that rank PARI PASSU with or
junior in interest to the subordinated debt securities, or
- make any guarantee payments with respect to any guarantee by Sierra
Pacific of debt securities of any subsidiary of Sierra Pacific if the
guarantee ranks PARI PASSU or junior in interest to the subordinated debt
securities.
MANDATORY REDEMPTION
Upon the repayment or redemption, in whole or in part, of any subordinated
debt securities issued to a trust, whether at maturity or upon earlier
redemption as provided in the subordinated indenture, the proceeds from the
repayment or redemption shall be applied by the property trustee to redeem a
like amount of the Trust Securities, upon not less than 30 nor more than 60 days
notice, at a redemption price (the "redemption price") equal to the aggregate
liquidation amount of the Trust Securities plus accumulated but unpaid
distributions to the date of redemption and the related amount of the premium,
if any, paid by Sierra Pacific upon the concurrent redemption of the
subordinated debt securities. See "Description of Debt Securities--Redemption."
If less than all of any series of subordinated debt securities are to be
repaid or redeemed on a redemption date, then the proceeds from that repayment
or redemption shall be allocated to the redemption PRO RATA among the related
preferred securities and the common securities. The amount of premium, if any,
paid by Sierra Pacific upon the redemption of all or any part of any series of
subordinated debt securities to be repaid or redeemed on a redemption date shall
be allocated to the redemption PRO RATA among the related preferred securities
and the common securities.
Sierra Pacific will have the right to redeem any series of subordinated debt
securities:
- in whole at any time or in part from time to time, subject to the
conditions described under "Description of Debt Securities--Redemption,"
- at any time, in whole (but not in part), upon the occurrence of a Trust
Tax Event or an Trust Investment Company Event (each as defined below), or
- as may be otherwise specified in the applicable prospectus supplement.
TRUST SPECIAL EVENT REDEMPTION OR DISTRIBUTION
If, at any time, a "Trust Tax Event" or a "Trust Investment Company Event"
(each as defined below, and each, a "Trust Special Event") shall occur and be
continuing, the administrative trustees of each trust shall, within 90 days
following the occurrence of the Trust Special Event elect to either:
- dissolve the trust upon not less than 30 nor more than 60 days notice with
the result that, after satisfaction of creditors of the trust, if any,
subordinated debt securities held by the trust would be distributed on a
pro rata basis to the holders of the Trust Securities in liquidation of
the holders' interests in the trust; PROVIDED, HOWEVER, that if at the
time there is available to the trust the opportunity to eliminate, within
the 90-day period, the Trust Special Event by taking some ministerial
action, such as filing a form or making an election, or pursuing some
other similar reasonable measure which in the sole judgment of Sierra
Pacific has or will cause no adverse effect on the trust, Sierra Pacific
or the holders of the Trust Securities and will involve no material cost,
the trust will pursue that measure in lieu of dissolution; or
- cause the preferred securities of the trust to remain outstanding,
provided that, Sierra Pacific shall pay any and all expenses incurred by
or payable by the trust attributable to the Trust Special Event.
Furthermore, if in the case of the occurrence of a Trust Tax Event, the
administrative trustees have received an opinion of nationally recognized
independent tax counsel experienced in these matters that
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there is more than an insubstantial risk that interest payable with respect to
the subordinated debt securities issued by Sierra Pacific is not, or will not
be, deductible by Sierra Pacific for United States Federal income tax purposes
even if the subordinated debt securities were distributed to the holders of
Trust Securities as described above, then Sierra Pacific shall have the right,
within 90 days following the occurrence of the Trust Tax Event, to redeem the
subordinated debt securities in whole, but not in part, for cash upon not less
than 30 nor more than 60 days notice and promptly following any redemption, the
Trust Securities will be redeemed by the trust at the redemption price.
"Trust Tax Event" means that Sierra Pacific shall have requested and
received and shall have delivered to the administrative trustees an opinion of
nationally recognized independent tax counsel experienced in these matters to
the effect that there has been:
- an amendment to, change in or announced proposed change in the laws, or
any regulations under those laws of the United States or any political
subdivision or taxing authority of that jurisdiction,
- a judicial decision interpreting, applying, or clarifying these laws or
regulations,
- an administrative pronouncement or action that represents an official
position, including a clarification of an official position, of the
governmental authority or regulatory body making the administrative
pronouncement or taking any action, or
- a threatened challenge asserted in connection with an audit of Sierra
Pacific or the trusts, or a threatened challenge asserted in writing
against any other taxpayer that has raised capital through the issuance of
securities that are substantially similar to the subordinated debt
securities or the preferred securities, which amendment or change is
adopted or which proposed change, decision or pronouncement is announced
or which action, clarification or challenge occurs on or after the date of
this prospectus (collectively a "Tax Action"), which tax action relates to
any of the items described in (1) through (3) below, and that following
the occurrence of any Tax Action there is more than an insubstantial risk
that:
(1) the trusts are, or will be, subject to United States Federal income tax
with respect to income accrued or received on the subordinated debt
securities,
(2) the trusts are, or will be, subject to more than a minimal amount of
other taxes, duties or other governmental charges or
(3) interest payable by Sierra Pacific with respect to the subordinated debt
securities issued to the trusts is not, or will not be, deductible by
Sierra Pacific for United States Federal income tax purposes.
"Trust Investment Company Event" means that Sierra Pacific shall have
requested and received and shall have delivered to the administrative trustees
an opinion of nationally recognized independent legal counsel experienced in
these matters to the effect that as a result of the occurrence on or after the
date of this prospectus of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in Investment
Company Act Law"), the trusts are or will be considered investment companies
which are required to be registered under the Investment Company Act.
If subordinated debt securities are distributed to the holders of preferred
securities, Sierra Pacific will use its best efforts to cause the subordinated
debt securities to be listed on the NYSE or on any other national securities
exchange or similar organization as the preferred securities are then listed or
quoted.
On the date fixed for any distribution of subordinated debt securities, upon
dissolution of a trust,
- the Trust Securities of the trust will no longer be deemed to be
outstanding, and
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- certificates representing the Trust Securities will be deemed to represent
the subordinated debt securities having a liquidation preference equal to
the stated liquidation amount of the Trust Securities until the
certificates are presented to Sierra Pacific or its agent for transfer or
reissuance.
If a dissolution and liquidation of the trusts were to occur, subordinated
debt securities which an investor may subsequently receive on dissolution and
liquidation of the trusts may trade at a discount to the price of the preferred
securities exchanged.
REDEMPTION PROCEDURES
The trusts may not redeem fewer than all of their outstanding preferred
securities unless all accumulated and unpaid distributions have been paid on all
of their preferred securities for all quarterly distribution periods terminating
on or before the date of redemption.
If a trust gives a notice of redemption of its preferred securities, which
notice will be irrevocable, and if Sierra Pacific has paid to the property
trustee a sufficient amount of cash in connection with the related redemption of
the subordinated debt securities held by the trust, then, by 12:00 noon, New
York City time, on the redemption date, the trust will irrevocably deposit with
DTC funds sufficient to pay the amount payable on redemption of all book entry
certificates and will give DTC irrevocable instructions and authority to pay the
redemption amount to holders of the preferred securities. See "Book-Entry Only
Issuance--The Depository Trust Company." If notice of redemption shall have been
given and funds are deposited as required, then upon the date of deposit, all
rights of holders of any preferred securities called for redemption in this
manner will cease, except the right of the holders of those preferred securities
to receive the redemption price, without interest. In the event that any date
fixed for redemption of the preferred securities is not a Business Day, then
payment of the amount payable on that date will be made on the next succeeding
day which is a Business Day, without any interest or other payment in respect of
the amount payable subject to delay, except that, if the next succeeding day
that is a Business Day falls in the next calendar year, the payment will be made
on the immediately preceding Business Day. In the event that payment of the
redemption price in respect of the preferred securities is improperly withheld
or refused and not paid either by the trust or by Sierra Pacific under the
applicable trust guarantee described under "Description of the Preferred
Securities Guarantee," distributions on the preferred securities will continue
to accumulate from the original redemption date to the date of payment.
In the event that fewer than all of the outstanding preferred securities are
to be redeemed, the preferred securities will be redeemed in accordance with the
procedures of DTC. See "--Book-Entry Only Issuance--The Depository Trust
Company". In the event that the Preferred Securities do not remain in book-entry
only form and fewer than all of the outstanding preferred securities are to be
redeemed, the preferred securities shall be redeemed on a pro rata basis or
pursuant to the rules of any securities exchange on which the preferred
securities are listed.
Subject to the foregoing and applicable law, including United States Federal
securities laws, Sierra Pacific or its subsidiaries may at any time and from
time to time purchase outstanding preferred securities by tender, in the open
market or by private agreement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
If there is a voluntary or involuntary liquidation, dissolution, winding-up
or termination of a trust, the holders of the preferred securities of that trust
will be entitled to receive out of the assets of the trust, after satisfaction
of liabilities to creditors, distributions in cash or other immediately
available funds in an amount equal to the aggregate of the stated liquidation
amount per preferred security plus accumulated and unpaid distributions to the
date of payment, unless, in connection with the trust's liquidation,
subordinated debt securities have been distributed on a pro rata basis to the
holders of its Trust Securities.
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If, upon any trust's liquidation, the liquidation distribution can be paid
only in part because the trust has insufficient assets available to pay in full
the aggregate liquidation distribution, then the amounts payable directly by the
trust on its preferred securities shall be paid on a pro rata basis. The holders
of the common securities of the trust will be entitled to receive distributions
upon liquidation pro rata with the holders of the preferred securities, except
in the limited circumstances described below under "--Subordination of the
Common Securities".
Each trust shall dissolve:
- upon the bankruptcy of Sierra Pacific,
- upon the filing of a certificate of dissolution or the equivalent with
respect to Sierra Pacific, dissolution of the trust after having obtained
the consent of at least a majority in liquidation amount of the trust's
securities, voting together as a single class, or the revocation of Sierra
Pacific's certificate of incorporation, and the expiration of 90 days
after the date of revocation without reinstatement,
- upon the distribution of all of the subordinated debt securities upon the
occurrence of a Trust Special Event,
- upon the entry of a decree of a judicial dissolution of Sierra Pacific or
the applicable trust, or
- upon the redemption of all the applicable Trust Securities.
SUBORDINATION OF THE COMMON SECURITIES
Payment of amounts upon liquidation of a trust's Trust Securities shall be
made pro rata based on the liquidation amount of the Trust Securities; provided,
however, that upon:
- the occurrence of an event of default by Sierra Pacific in respect of
subordinated debt securities, or
- default by Sierra Pacific on any of its obligations under any guarantee
described in this prospectus,
the holders of the affected trust's preferred securities will have a preference
over the holders of the trust's common securities with respect to payments upon
liquidation of the trust.
In the case of any event of default by Sierra Pacific in respect of
subordinated debt securities, the holder of the common securities will be deemed
to have waived any right in connection with the event of default until the event
of default with respect to the preferred securities have been cured, waived or
otherwise eliminated. Until all events of default with respect to the preferred
securities have been cured in this manner, waived or otherwise eliminated, the
property trustee of the trust shall act solely on behalf of the holders of the
trust's preferred securities and not on behalf of the holder of the common
securities, and only the holders of the preferred securities will have the right
to direct the property trustee to act on their behalf.
AMENDMENT OF DECLARATIONS
Each declaration may be modified and amended if approved and executed by the
administrative trustees of a trust, except that:
- no amendment shall be made, and any purported amendment shall be void and
ineffective, to the extent the result thereof would be to:
(1) cause a trust to fail to be classified for the purposes of United
States Federal income taxation as a grantor trust;
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(2) affect the powers or the rights of the property trustee or the Delaware
trustee of a trust without their written consent; or
(3) cause a trust to be deemed an "investment company" which is required to
be registered under the Investment Company Act;
- at the time after a trust has issued any securities which remain
outstanding, any amendment which would materially adversely affect the
rights, privileges or preferences of any holder of the securities may be
effected only with the additional requirements as may be set forth in the
terms of the securities of a trust;
- provisions in the declarations regarding the transferability of the common
securities of a trust and regarding the amendment of the declarations
cannot be amended without the consent of all of the holders of the
securities of a trust;
- provisions in the declarations regarding Sierra Pacific cannot be amended
without Sierra Pacific's consent; and
- Sierra Pacific's rights to increase or decrease the number of, and appoint
and remove, trustees of a trust shall not be amended without Sierra
Pacific's consent.
Notwithstanding the foregoing, each declaration may be amended from time to
time by the holders of a majority in liquidation amount of the common securities
of the trust and its property trustee, without the consent of the holders of the
preferred securities, to:
- cure any ambiguity;
- correct or supplement any provision in a declaration that may be defective
or inconsistent with any other provision in that declaration or to make
any other provisions with respect to matters or questions arising under a
declaration, which shall not be inconsistent with the other provisions of
the declaration;
- add to the covenants, restrictions or obligations of Sierra Pacific;
- ensure the applicable trust's classification as a grantor trust for United
States Federal income tax purposes and conform to any change in the
Investment Company Act, the Trust Indenture Act or the rules or
regulations under either law; and
- to modify, eliminate or add to any provisions of a declaration to the
extent necessary to ensure that the applicable trust will not be required
to register as an "investment company" under the Investment Company Act.
VOTING RIGHTS
Except as provided below and under "Description of Preferred Securities
Guarantee-- Amendments and Assignment" and as otherwise required by law and the
declarations, the holders of the preferred securities of the trusts will have no
voting rights.
The holders of a majority in aggregate liquidation amount of the preferred
securities of each trust have the right to:
- direct the time, method and place of conducting any proceeding for any
remedy available to the property trustee of the trust; or
- direct the exercise of the power conferred upon the property trustee under
the trust's declaration, including the right to direct the property
trustee, as the holder of a series of subordinated debt securities, to
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(a) exercise the remedies available under the subordinated indenture with
respect to the subordinated debt securities;
(b) waive any event of default under the subordinated indenture that is
waivable;
(c) cancel an acceleration of the principal of the subordinated debt
securities; or
(d) consent to any amendment, modification or termination of the
subordinated indenture or the subordinated debt securities where consent shall
be required.
However, if the subordinated indenture requires the consent of the holders of
more than a majority in aggregate principal amount of a series of subordinated
debt securities with respect to any waiver or consent, then the property trustee
for the series must get approval of the holders of the super-majority in
liquidation amount of the series of preferred securities.
In addition, before taking any of the foregoing actions, the property
trustee must obtain an opinion of counsel stating that, as a result of the
action, the trust will continue to be classified as a grantor trust for United
States Federal income tax purposes.
The property trustee of a trust will notify all preferred securities holders
of any notice received from the subordinated indenture trustee with respect to
the subordinated debt securities held by the trust.
Any required approval or direction of holders of preferred securities of a
trust may be given at a separate meeting of holders of the preferred securities
of the trust convened for that purpose, at a meeting of all of the holders of
Trust Securities or through written consent.
If a vote of preferred securities holders is taken or a consent is obtained,
any preferred securities that are owned by Sierra Pacific or any of its
affiliates will, for purposes of the vote or consent, be treated as if they were
not outstanding. This means:
- Sierra Pacific and any of its affiliates will not be able to vote on or
consent to matters requiring the vote or consent of holders of preferred
securities; and
- any preferred securities owned by Sierra Pacific or any of its affiliates
will not be counted in determining whether the required percentage of
votes or consents has been obtained.
DECLARATION EVENTS OF DEFAULT
Any one of the following events constitutes an "event of default" under the
declarations with respect to the preferred securities issued thereunder:
- the occurrence of an event of default under the subordinated indenture
(see "Description of Debt Securities--Events of Default");
- a default by the property trustee in the payment of any distribution when
it becomes due and payable, and continuation of the default for a period
of 30 days;
- a default by the property trustee in the payment of the redemption price
of any Trust Security when it becomes due and payable;
- default in the performance or breach, in any material respect, of any
covenant or warranty of the administrative trustees, and continuation of
the default or breach for a period of 60 days after appropriate written
notice under the declaration; or
- the occurrence of events of bankruptcy or insolvency with respect to the
property trustee and the failure by Sierra Pacific to appoint a successor
property trustee within 60 days thereof.
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Sierra Pacific and the administrative trustees of each trust must file
annually with the property trustee of each trust a certificate stating whether
or not they are in compliance with all the applicable conditions and covenants
under the applicable declaration.
Upon the occurrence of an event of default under a declaration, the property
trustee, as the sole holder of the subordinated debt securities held by the
applicable trust, will have the right under the subordinated indenture to
declare the principal of, premium, if any, and interest on the subordinated debt
securities to be immediately due and payable.
If the property trustee fails to enforce its rights under the terms of the
applicable subordinated debt securities after a holder of preferred securities
has made a written request, the holder may, to the extent permitted by
applicable law, sue Sierra Pacific, or seek other remedies, to enforce the
property trustee's rights under the subordinated indenture without first
instituting a legal proceeding against the property trustee, the trust or any
other person or entity.
If Sierra Pacific fails to pay principal, premium, if any, or interest on a
series of subordinated debt securities when payable, then a holder of the
related preferred securities issued by the affected trust may directly sue
Sierra Pacific or seek other remedies, to collect its pro rata share of payments
owed.
MERGER, CONSOLIDATION OR AMALGAMATION OF THE TRUSTS
Neither trust may consolidate, amalgamate, convert into, merge with or into,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any corporation or other entity, except as
described below or as described in "Liquidation Distribution Upon Dissolution".
Each trust may, with the consent of a majority of the administrative trustees of
the trust and without the consent of the holders of the Trust Securities, the
property trustee or the Delaware trustee consolidate, amalgamate, convert into,
merge with or into, or be replaced by a new trust organized under the laws of
any State of the United States; provided, that:
- if the trust is not the surviving entity, the successor entity either:
- substitutes for the preferred securities other securities having
substantially the same terms as the preferred securities (the "successor
securities"), so long as the successor securities rank the same as the
trust securities with respect to distributions, assets and payments; or
- expressly assumes all of the obligations of the trust under the Trust
Securities, and
- Sierra Pacific expressly acknowledges a trustee of the successor entity
possessing the same powers and duties as the property trustee;
- the preferred securities or any successor securities are listed, or any
successor securities will be listed upon notification of issuance, on any
national securities exchange or with another organization on which the
preferred securities are then listed or quoted;
- any merger, consolidation, amalgamation, conversion or replacement does
not cause the preferred securities, including any successor securities, to
be downgraded by any nationally recognized statistical rating
organization;
- any merger, consolidation, amalgamation, conversion or replacement does
not adversely affect the rights, preferences and privileges of the holders
of the preferred securities, including any successor securities, in any
material respect;
- the successor entity has a purpose substantially identical to that of the
trust;
- Sierra Pacific guarantees the obligations of the successor entity under
the successor securities to the same extent as provided by the trust
guarantee; and
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- before any merger, consolidation, amalgamations, conversion or
replacement, Sierra Pacific has received an opinion of a nationally
recognized independent counsel to the trust experienced in these matters
to the effect that:
- any merger, consolidation, amalgamations, conversion or replacement will
not adversely affect the rights, preferences and privileges of the
holders of the preferred securities, including any successor securities,
in any material respect, other than with respect to any dilution of the
holders' interest in the new entity;
- following any merger, consolidation, amalgamations, conversion or
replacement, neither the trust nor the successor entity will be required
to register as an investment company under the Investment Company Act;
and
- following any merger, consolidation, amalgamations, conversion or
replacement, the trust, or any successor trust, will not be classified
as an association or a publicly traded partnership taxable as a
corporation for United States Federal income tax purposes.
Notwithstanding the foregoing, each trust shall not, except with the consent of
holders of 100% in liquidation amount of the preferred securities of the trust,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, conversion, merge with or
into, or replace it, if any consolidation, amalgamation, conversion, merger or
replacement would cause the trust or the successor entity to be classified as an
association or a publicly traded partnership taxable as a corporation for United
States Federal income tax purposes.
REMOVAL AND REPLACEMENT OF TRUSTEES
Only the holder of a trust's common securities has the right to remove or
replace the trustees of the applicable trust. The resignation or removal of any
trustee and the appointment of a successor trustee shall be effective only on
the acceptance of appointment by the successor trustee under the provisions of
the applicable declaration.
REGISTRAR, TRANSFER AGENT, AND PAYING AGENT
Unless otherwise specified in the applicable prospectus supplement, the
property trustee of a trust will act as registrar, transfer agent and paying
agent for the preferred securities of the trust.
Registration of transfers of the preferred securities of a trust will be
effected without charge by or on behalf of the trust, but upon payment and with
the giving of any indemnity as the trust or Sierra Pacific may require, in
respect of any tax or other government charges which may be imposed in relation
to it.
The trusts will not be required to register or cause to be registered the
transfer of their preferred securities after the preferred securities have been
called for redemption.
BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY
DESCRIPTION OF THE GLOBAL CERTIFICATES.
DTC will act as securities depository for the preferred securities and, to
the extent distributed to the holders of the preferred securities, the
subordinated debt securities held by a trust. The preferred securities will be
issued only as fully-registered securities registered in the name of Cede & Co.
(DTC's nominee). One or more fully-registered global certificates, representing
the total aggregate number of preferred securities, will be issued and will be
deposited with DTC.
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DTC PROCEDURES.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its participants deposit with
DTC. DTC also facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other organizations. DTC is owned by a
number of its participants and by the New York Stock Exchange, the American
Stock Exchange and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others, including securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
Purchases of preferred securities within the DTC system must be made by or
through participants, which will receive a credit for the preferred securities
on DTC's records. The ownership interest of each beneficial owner of preferred
securities is in turn to be recorded on the participants' and indirect
participants' records. Beneficial owners will not receive written confirmation
from DTC of their purchases, but beneficial owners are expected to receive
written confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the participants or indirect participants
through which the beneficial owners purchased preferred securities. Transfers of
ownership interests in preferred securities are to be accomplished by entries
made on the books of participants and indirect participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interests in the preferred securities, except in the event that
use of the book-entry system for the preferred securities is discontinued.
DTC has no knowledge of the actual beneficial owners of preferred
securities; DTC's records reflect only the identity of the participants to whose
accounts the preferred securities are credited, which may or may not be the
beneficial owners. The participants and indirect participants will remain
responsible for keeping account of their holdings on behalf of their customers.
So long as DTC, or its nominee, is the registered owner or holder of a
global certificate, DTC or the nominee, as the case may be, will be considered
the sole owner or holder of the preferred securities being represented for all
purposes under the declarations. No beneficial owner of an interest in a global
certificate will be able to transfer that interest except in accordance with
DTC's applicable procedures, in addition to those provided for under the
declarations.
DTC has advised Sierra Pacific that it will take any action permitted to be
taken by a holder of preferred securities, including the presentation of
preferred securities for exchange as described below, only at the direction of
one or more participants to whose account the DTC interests in the global
certificates are credited and only in respect of the portion of the aggregate
liquidation amount of the preferred securities as to which the participant or
participants has or have given the direction. Also, if there is an event of
default under the declarations, DTC will exchange the global certificates for
certificated securities, which it will distribute to its participants in
accordance with its customary procedures.
Conveyance of notices and other communications by DTC to participants, by
participants to indirect participants, and by participants and indirect
participants to beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
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Redemption notices in respect of preferred securities held in book-entry
form will be sent to Cede & Co. If less than all of the preferred securities are
being redeemed, DTC will determine the amount of the interest of each
participant to be redeemed in accordance with its procedures.
Although voting with respect to preferred securities is limited, in those
cases where a vote is required, neither DTC nor Cede & Co. will itself consent
or vote with respect to the preferred securities. Under its usual procedures,
DTC would mail an omnibus proxy to the issuing trust as soon as possible after
the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting
rights to those participants to whose accounts the preferred securities are
allocated on the record date identified in a listing attached to the omnibus
proxy.
Distributions on the preferred securities held in book-entry form will be
made to DTC in immediately available funds. DTC's practice is to credit
participants' accounts on the relevant payment date in accordance with their
respective holdings shown on DTC's records unless DTC has reason to believe that
it will not receive payments on the payment date. Payments by participants and
indirect participants to beneficial owners will be governed by standing
instructions and customary practices and will be the responsibility of the
participants and indirect participants and not of DTC, the trusts or Sierra
Pacific, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of any distributions to DTC is the responsibility of
the trusts, disbursement of those payments to participants is the responsibility
of DTC, and disbursement of those payments to the beneficial owners is the
responsibility of participants and indirect participants.
Except as described in the applicable prospectus supplement, a beneficial
owner of an interest in a global certificate will not be entitled to receive
physical delivery of the preferred securities. Accordingly, each beneficial
owner must rely on the procedures of DTC to exercise any rights under the
preferred securities.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the global certificates among participants of DTC, DTC
is under no obligation to perform or continue to perform the procedures, and the
procedures may be discontinued at any time. Neither Sierra Pacific nor the
trusts will have any responsibility for the performance by DTC or its
participants or indirect participants under the rules and procedures governing
DTC. DTC may discontinue providing its services as securities depository with
respect to the preferred securities at any time by giving notice to the issuing
trusts. If a successor securities depository is not obtained, preferred
securities certificates are required to be printed and delivered to the property
trustee. Additionally, each trust, with the consent of Sierra Pacific, may
decide to discontinue use of the system of book-entry transfers through DTC or
any successor depository. In that event, certificates for preferred securities
will be printed and delivered to the property trustee. In each of the above
circumstances, Sierra Pacific will appoint a paying agent with respect to the
preferred securities.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. These laws may impair
the ability to transfer beneficial interests in the global preferred securities
as represented by a global certificate.
The information in this section concerning DTC and DTC's system has been
obtained from sources that Sierra Pacific believes to be reliable, but Sierra
Pacific takes no responsibility for the accuracy of the information.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee of each trust, before the occurrence of a default with
respect to a trust's securities, undertakes to perform only the duties as are
specifically set forth in the trust' declaration and, after default, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Otherwise, the property trustee is under no
obligation to exercise any
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of the powers vested in it by a trust's declaration at the request of any holder
of the trust's preferred securities, unless offered reasonable indemnity
satisfactory to the property trustee by the holder against the costs, expenses
and liabilities which might be incurred in connection with the exercise of any
powers.
GOVERNING LAW
The declarations and the preferred securities issued by the trusts will be
governed by, and construed in accordance with, the internal laws of the State of
Delaware.
MISCELLANEOUS
The administrative trustees of a trust are authorized and directed to
conduct the affairs of and to operate the trust in a way that the trust will not
be deemed to be an investment company required to be registered under the
Investment Company Act or characterized as other than a grantor trust for United
States Federal income tax purposes. In this connection, the administrative
trustees of a trust are authorized to take any action, not inconsistent with
applicable law, the trust's certificate of trust or its declaration that the
administrative trustees determine in their discretion to be necessary or
desirable for those purposes as long as the action does not adversely affect the
interests of the holders of the preferred securities.
Holders of the preferred securities of the trust will have no preemptive or
similar rights.
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DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the preferred
securities guarantees which will be executed and delivered by Sierra Pacific for
the benefit of the holders of the preferred securities of a trust. The summary
is not complete and is subject in all respects to the provisions of, and is
qualified in its entirety by reference to, the preferred securities guarantees,
which are filed as an exhibit to the registration statement of which this
prospectus is a part. Each preferred securities guarantee incorporates by
reference the terms of, and will be qualified as an indenture under, the Trust
Indenture Act. The Bank of New York will act as the trustee under each preferred
securities guarantee ("guarantee trustee") and will hold the preferred
securities guarantees for the respective benefit of the holders of the preferred
securities.
GENERAL
Under each preferred securities guarantee, Sierra Pacific will irrevocably
agree, on a subordinated basis and to the extent set forth in each preferred
securities guarantee, to pay in full to the holders of the preferred securities
of the trust, except to the extent paid by the trusts, as and when due,
regardless of any defense, right of set off or counterclaim which a trust may
have or assert, the following payments (the "guarantee payments"), without
duplication:
- any accumulated and unpaid distributions on the preferred securities of a
trust to the extent the trust has funds available for distribution;
- the redemption price with respect to any preferred securities called for
redemption by the trust, to the extent the trust has funds available for
payment; and
- upon a voluntary or involuntary dissolution, winding-up or termination of
the trust, other than in connection with the distribution of subordinated
debt securities to the holders of the preferred securities or the
redemption of all of the preferred securities, the lesser of:
- the aggregate of the liquidation amount and all accumulated and unpaid
distributions on the preferred securities, and
- the amount of assets of the trust remaining available for distribution
to holders of the preferred securities upon the liquidation of the
trust.
Sierra Pacific's obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by Sierra Pacific to the holders of the
preferred securities or by causing the trust to pay these amounts to holders.
Each preferred securities guarantee will be a guarantee on a subordinated
basis with respect to the preferred securities of a trust but will only apply to
any payment of distributions or the redemption price, or to payments upon the
dissolution, winding-up or termination of a trust, to the extent the trust shall
have funds available. If Sierra Pacific fails to make payments on the
subordinated debt securities held by a trust, the trust would lack available
funds for the payment of distributions or amounts payable on redemption of its
preferred securities, and in that event holders of the preferred securities
would not be able to rely upon the preferred securities guarantee for payment of
these amounts. Instead, holders of the preferred securities will have the
remedies described under "Description of the Preferred Securities--Declaration
Events of Default", including the right to direct the guarantee trustee to
enforce the restriction of payments by Sierra Pacific and its subsidiaries on
its capital stock. See "--Events of Default" below.
The preferred securities guarantees, when taken together with Sierra
Pacific's obligations under the declarations of trust, the subordinated
indenture, subordinated debt securities, and the expense agreement (see below),
constitute a guarantee to the extent set forth in this prospectus by Sierra
Pacific of the distribution, redemption and liquidation payments payable to the
holders of the preferred
25
securities of the trusts. No single document executed by Sierra Pacific in
connection with the issuance of any series of preferred securities will provide
for its full, irrevocable and unconditional guarantee of the preferred
securities.
EVENTS OF DEFAULT
It shall be an event of default under a preferred securities guarantees if
Sierra Pacific fails to perform any of its payment or other obligations set
forth in the preferred securities guarantee.
The holders of a majority in liquidation amount of the preferred securities
of a trust have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the guarantee trustee or to direct the
exercise of any power conferred upon the guarantee trustee under the preferred
securities guarantee applicable to the trust. If the guarantee trustee fails to
enforce its rights under a preferred securities guarantee after a holder of the
preferred securities has made a written request, the holder may institute a
legal proceeding directly against Sierra Pacific to enforce the guarantee
trustee's rights under that preferred securities guarantee, without first
instituting a legal proceeding against the applicable trust, the guarantee
trustee or any other person or entity. If Sierra Pacific has failed to make a
guarantee payment under a preferred securities guarantee, a holder of the
preferred securities may directly institute a proceeding in the holder's own
name against Sierra Pacific for enforcement of the preferred securities
guarantee for payment.
STATUS OF THE PREFERRED SECURITIES GUARANTEES; SUBORDINATION
The preferred securities guarantees will constitute an unsecured obligation
of Sierra Pacific and will rank subordinate and junior in right of payment to
all senior indebtedness of Sierra Pacific. Sierra Pacific is a non-operating
holding company and substantially all of its operating assets are owned by its
subsidiaries. Sierra Pacific relies primarily on dividends from its subsidiaries
to meet its obligations for payment of principal and interest on its outstanding
debt and corporate expenses. Accordingly, the guarantees will be effectively
subordinated to all existing and future liabilities of Sierra Pacific's
subsidiaries. Except as otherwise provided in the applicable prospectus
supplement, there is no limit on the incurrence or issuance of other secured or
unsecured debt by Sierra Pacific or its subsidiaries. Holders of guarantees
should look only to the assets of Sierra Pacific for payments of principal,
interest and premium, if any.
The preferred securities guarantees will rank PARI PASSU with all other
guarantees issued by Sierra Pacific.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not materially adversely affect
the rights of holders of preferred securities, in which case no vote will be
required, a preferred securities guarantee may be amended only with the prior
approval of the holders of at least a majority in liquidation amount of all the
outstanding preferred securities of the affected trust. The manner of obtaining
any approval of holders of the preferred securities will be as set forth under
"Description of the Preferred Securities of the Trusts--Voting Rights." All
guarantees and agreements contained in a preferred securities guarantee shall
bind the successors, assigns, receivers, trustees and representatives of Sierra
Pacific and shall inure to the benefit of the holders of the preferred
securities of the applicable trust then outstanding. Except in connection with
the permitted merger or consolidation of Sierra Pacific with or into another
entity or permitted sale, transfer or lease of Sierra Pacific's assets to
another entity in which the surviving corporation, if other than Sierra Pacific,
assumes Sierra Pacific's obligations under the preferred securities guarantees,
Sierra Pacific may not assign its rights or delegate its obligations under the
preferred securities guarantees without the prior approval of the holders of at
least a majority of the aggregate stated liquidation amount of the preferred
securities then outstanding.
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TERMINATION OF THE PREFERRED SECURITIES GUARANTEES
A preferred securities guarantee will terminate as to each holder of the
preferred securities of the applicable trust upon:
- full payment of the redemption price of all the preferred securities,
- distribution of the subordinated debt securities held by the trust to the
holders of the preferred securities, or
- full payment of the amounts payable under the declaration upon liquidation
of the trust.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee of each trust, before the occurrence of a default with
respect to a preferred securities guarantee, undertakes to perform only those
duties as are specifically set forth in a preferred securities guarantee and,
after default with respect to the preferred securities guarantee, shall exercise
the same degree of care as a prudent man would exercise in the conduct of his
own affairs. The guarantee trustee is under no obligation to exercise any of the
powers vested in it by a preferred securities guarantee at the request of any
holder of preferred securities unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred in connection with
the exercise of those powers.
GOVERNING LAW
The preferred securities guarantees will be governed by, and construed
under, the internal laws of the State of .
THE EXPENSE AGREEMENT
Under an expense agreement entered into by Sierra Pacific under each trust
agreement, Sierra Pacific will irrevocably and unconditionally guarantee to each
person or entity to whom a trust becomes indebted or liable, the full payment of
any costs, expenses or liabilities of the trust, other than obligations of the
trust to pay to the holders of the trust's preferred securities the amounts due
pursuant to the terms of the preferred securities.
RELATIONSHIP AMONG PREFERRED SECURITIES, PREFERRED SECURITIES GUARANTEES
AND SUBORDINATED DEBT SECURITIES HELD BY THE TRUSTS
Payments of distributions and redemption and liquidation payments due on
each series of preferred securities (to the extent the applicable trust has
funds available for the payments) will be guaranteed by Sierra Pacific to the
extent described under "Description of Preferred Securities Guarantees." No
single document executed by Sierra Pacific in connection with the issuance of
any series of preferred securities will provide for its full, irrevocable and
unconditional guarantee of the preferred securities. It is only the combined
operation of Sierra Pacific's obligations under a preferred securities
guarantees, the declaration, subordinated indenture and subordinated debt
securities that has the effect of providing a full, irrevocable and
unconditional guarantee of a trust's obligations with respect to its preferred
securities.
As long as Sierra Pacific makes payments of interest and other payments when
due on the subordinated debt securities held by a trust, the payments will be
sufficient to cover the payment of distributions and redemption and liquidation
payments due on the preferred securities issued by the trust, primarily because:
- the aggregate principal amount of the subordinated debt securities will be
equal to the sum of the aggregate liquidation amount of the preferred and
common securities of the trust;
27
- the interest rate and interest and other payment dates on the subordinated
debt securities will match the distribution rate and any distribution and
other payment dates for the preferred securities;
- Sierra Pacific will pay for any and all costs, expenses and liabilities of
the trust except for the trust's obligations under its preferred
securities (and Sierra Pacific has agreed to guarantee the payments); and
- the declaration provides that the trust will not engage in any activity
that is not consistent with the limited purposes of the trust.
If and to the extent that Sierra Pacific does not make payments on
subordinated debt securities held by a trust, the trust will not have funds
available to make payments of distributions or other amounts due on its
preferred securities. In those circumstances, holders of the preferred
securities will not be able to rely upon the preferred securities guarantee for
payment of these amounts. Instead, holders of the preferred securities may
directly sue Sierra Pacific or seek other remedies to collect their pro rata
share of payments owed. If a holder of preferred securities sues Sierra Pacific
to collect payment, then Sierra Pacific will assume the holders rights as a
holder of preferred securities under the applicable trust's declaration to the
extent Sierra Pacific makes a payment to the holder of preferred securities in
any legal action.
A holder of any preferred security may sue Sierra Pacific, or seek other
remedies, to enforce its rights under a preferred securities guarantee without
first suing the guarantee trustee, the applicable trust or any other person or
entity.
PLAN OF DISTRIBUTION
Sierra Pacific may sell the senior debt securities or subordinated debt
securities and the trusts may sell their preferred securities being offered
hereby in one or more of the following ways from time to time:
- to underwriters for resale to the public or to institutional investors;
- directly to institutional investors;
- directly to agents;
- through agents to the public or to institutional investors; or
- if indicated in the prospectus supplement, pursuant to delayed delivery
contracts, by remarketing firms or by other means.
The prospectus supplements will set forth the terms of the offering of each
series of securities, including the name or names of any underwriters or agents,
the purchase price of the securities and the proceeds to Sierra Pacific or the
trusts, as the case may be, from the sale, any underwriting discounts or agency
fees and other items constituting underwriters' or agents' compensation, any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which the securities may be listed.
If underwriters are utilized in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or prices, which may be changed, or at market or varying prices
determined at the time of sale.
Unless otherwise set forth in a prospectus supplement, the obligations of
the underwriters to purchase any series of securities will be subject to
conditions precedent and the underwriters will be obligated to purchase all of
the series of securities, if any are purchased.
28
If a dealer is utilized in the sale of securities, Sierra Pacific or the
trusts will sell the securities to the dealer, as principal. The dealer may then
resell the securities to the public at varying prices to be determined by the
dealer at the time of resale.
Securities may also be offered and sold, if so indicated in the prospectus
supplement, in connection with a remarketing agreement upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms") acting as principals for their own
accounts or as agents for Sierra Pacific. Any remarketing firm will be
identified and the terms of its agreement, if any, with Sierra Pacific and its
compensation will be described in the prospectus supplement.
Underwriters, agents, dealers and remarketing firms may be entitled under
agreements entered into with Sierra Pacific and/or the trusts to indemnification
by Sierra Pacific and/or the trusts against civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof. Underwriters, agents, dealers and remarketing firms may be customers
of, engage in transactions with, or perform services for Sierra Pacific and its
subsidiaries and affiliates in the ordinary course of business.
Each series of securities will be a new issue of securities and will have no
established trading market. Any underwriters to whom securities are sold by
Sierra Pacific or by the trusts for public offering and sale may make a market
in the securities, but the underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The securities may or
may not be listed on a national securities exchange or a foreign securities
exchange.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC. Our
SEC filings are also available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file by visiting
the SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference rooms. You may also inspect our SEC reports and other
information at the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
We have filed a registration statement on Form S-3 with the SEC covering the
securities. For further information on Sierra Pacific, the trust and the
securities, you should refer to our registration statement and its exhibits.
This prospectus summarizes material provisions of contracts and other documents
that we refer you to. Because the prospectus may not contain all the information
that you may find important, you should review the full text of these documents.
We have included copies of these documents as exhibits to our registration
statement.
29
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file with
them, which means:
- incorporated documents are considered part of the prospectus;
- we can disclose important information to you by referring you to those
documents; and
- information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were filed with
the SEC under the Exchange Act:
- our annual report on Form 10-K for the year ended December 31, 1998;
- our quarterly report on Form 10-Q for the quarter ended March 31, 1999;
- our current report on Form 8-K dated July , 1999;
- Nevada Power's annual report on Form 10-K for the year ended December 31,
1998; and
- Nevada Power's quarterly report on Form 10-Q for the quarter-ended March
31, 1999.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this prospectus until this offering is
completed or after the date of this initial registration statement and before
effectiveness of the registration statement:
- reports filed under Sections 13(a) and (c) of the Exchange Act;
- definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent stockholders' meeting; and
- any reports filed under Section 15(d) of the Exchange Act.
You should rely only on information contained or incorporated by reference
in this prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is
accurate as of the date of this prospectus only. Our business, financial
condition and results of operations may have changed since that date.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address: Assistant
Treasurer, Sierra Pacific Resources, P.O. Box 30150 (6100 Neil Road), Reno
Nevada 89520-3150, Telephone: (775) 834-4358.
LEGAL OPINIONS
Unless otherwise indicated in the applicable prospectus supplement, certain
legal matters will be passed upon for Sierra Pacific and the trusts by Choate,
Hall & Stewart (a partnership including professional corporations), Boston,
Massachusetts, counsel to Sierra Pacific, and for the trusts and Sierra Pacific
by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware
counsel to the trusts and Sierra Pacific. Matters of local law will be passed
upon as to the State of Nevada by Woodburn and Wedge, Reno, Nevada. Legal
matters in connection with the offered securities will be passed upon for the
underwriter(s), dealer(s) or agent(s) by Ropes & Gray, Boston, Massachusetts.
30
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from Sierra Pacific's
Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information of Sierra
Pacific, which is incorporated herein by reference, Deloitte & Touche LLP have
applied limited procedures in accordance with professional standards for a
review of such information. However, as stated in their report included in
Sierra Pacific's Quarterly Report on Form 10-Q and incorporated by reference
herein, they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their report on
such information should be restricted in light of the limited nature of the
review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the registration statement prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from Nevada Power's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given their authority as experts in accounting and auditing.
31
$500,000,000
[LOGO]
DEBT SECURITIES
OF SIERRA PACIFIC RESOURCES
TRUST PREFERRED SECURITIES
OF
SIERRA PACIFIC CAPITAL TRUST I
SIERRA PACIFIC CAPITAL TRUST II
---------------------
PROSPECTUS
---------------------
, 1999
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
Offering described in this Registration Statement.
SEC Registration Fee............................................................ $ 139,000
Blue sky fees and expenses (including legal fees)............................... [ 10,000*]
Legal fees and expenses......................................................... [150,000*]
Indenture trustee's fee and expense............................................. [ 20,000*]
Accounting fees and expenses.................................................... [ 35,000*]
Printing and engraving expenses................................................. [ 20,000*]
Miscellaneous................................................................... [ 20,000*]
----------
Total Expenses............................................................ $ 394,000*
----------
----------
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Revised Statutes provide that under certain circumstances, a
corporation may indemnify any person for amounts incurred in connection with a
pending or threatened action, suit or proceeding in which he is, or is
threatened to be made, a party by reason of his being a director, officer,
employee or agent of the corporation.
Sierra Pacific's Articles of Incorporation provides in substance that Sierra
Pacific will indemnify each of its directors and officers and former directors
and officers against expenses necessarily incurred in connection with the
defense of any action, suit or proceeding in which he or she is made a party by
reason of being or having been a director or officer of Sierra Pacific, except
in relation to matters as to which he or she shall be adjudged liable for
negligence or misconduct.
Sierra Pacific has purchased insurance coverage under a policy insuring its
directors and officers against certain liabilities which they may incur in their
capacity as such.
See "Item 17. Undertakings" for a description of the Securities and Exchange
Commission's position regarding such indemnification provisions.
ITEM 16. EXHIBITS
See Index to Exhibits immediately preceding the Exhibits included as part of
this Registration Statement.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;
II-1
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reno, State of Nevada, on the 7th day of June, 1999.
SIERRA PACIFIC POWER COMPANY
BY /S/ MALYN K. MALQUIST, CHAIRMAN,
-----------------------------------------
Malyn K. Malquist, Chairman,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Malyn K. Malquist, William E. Peterson,
Mark A. Ruelle and Richard K. Atkinson and each of them, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ MALYN K. MALQUIST Chief Executive Officer,
- ------------------------------ President and Director June 7, 1999
Malyn K. Malquist
/s/ MARK A. RUELLE Senior Vice President,
- ------------------------------ Chief Financial Officer June 7, 1999
Mark A. Ruelle and Treasurer
/s/ EDWARD P. BLISS Director
- ------------------------------ June 7, 1999
Edward P. Bliss
/s/ RICHARD N. FULSTONE Director
- ------------------------------ June 7, 1999
Richard N. Fulstone
/s/ KRESTINE M. CORBIN Director
- ------------------------------ June 7, 1999
Krestine M. Corbin
II-3
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ JAMES L. MURPHY Director
- ------------------------------ June 7, 1999
James L. Murphy
/s/ HAROLD P. DAYTON, JR. Director
- ------------------------------ June 7, 1999
Harold P. Dayton, Jr.
/s/ JAMES R. DONNELLEY Director
- ------------------------------ June 7, 1999
James R. Donnelley
/s/ DENNIS E. WHEELER Director
- ------------------------------ June 7, 1999
Dennis E. Wheeler
/s/ ROBERT B. WHITTINGTON Director
- ------------------------------ June 7, 1999
Robert B. Whittington
/s/ T.J. DAY Director
- ------------------------------ June 7, 1999
T.J. Day
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sierra Pacific
Capital Trust I and Sierra Pacific Capital Trust II each certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Reno, State
of Nevada on June 7, 1999.
SIERRA PACIFIC CAPITAL TRUST I
By Sierra Pacific Resources,
as Depositor
By: /s/ RICHARD K. ATKINSON
-----------------------------------------
Name: Richard K. Atkinson
Title: Assistant Treasurer
SIERRA PACIFIC CAPITAL TRUST II
By Sierra Pacific Resources, as Depositor
By: /s/ RICHARD K. ATKINSON
-----------------------------------------
Name: Richard K. Atkinson
Title: Assistant Treasurer
II-5
EXHIBIT INDEX
DESCRIPTION
---------------------------------------------------------------------------------------------------------
1.1+ Form of Underwriting Agreement (Debt Securities)
1.2+ Form of Underwriting Agreement (Preferred Securities)
3.1 Restated Articles of Incorporation of the Company dated October 5, 1990 (filed with 1993 Form 10-K)
3.2 By-laws of the Company, as amended to November 13, 1996 (filed with 1996 Form 10-K)
4.1 Rights Agreement dated as of October 13, 1989 between the Company and Bank of America N.T. & S.A.,
including form of Rights Certificate (filed as Exhibit No. 1 to Company's Form 8-K dated October 30,
1989).
4.2 Form of Indenture between the Company and The Bank of New York, as Trustee
4.3 Form of Senior Note
4.4 Form of Junior Subordinated Indenture
4.5+ Form of Junior Subordinated Debenture
4.6 Form of Guarantee Agreement for Sierra Pacific Resources Capital Trust I
4.7 Form of Guarantee Agreement for Sierra Pacific Resources Capital Trust II
4.8 Certificate of Trust of Sierra Pacific Resources Capital Trust I
4.9 Trust Agreement of Sierra Pacific Resources Capital Trust I
4.10 Form of Amended and Restated Trust Agreement for Sierra Pacific Resources Capital Trust I (including form
of Preferred Security)
4.11 Certificate of Trust of Sierra Pacific Resources Capital Trust II
4.12 Trust Agreement of Sierra Pacific Resources Capital Trust II
4.13 Form of Amended and Restated Trust Agreement for Sierra Pacific Resources Capital Trust II (including
form of Preferred Security)
5.1+ Opinion of Choate, Hall & Stewart
5.2+ Opinion of Woodburn and Wedge
5.3+ Opinion of Richards, Layton & Finger, P.A. as to legality of the Preferred Securities to be issued by
Sierra Pacific Resources Capital Trust I
5.4+ Opinion of Richards, Layton & Finger, P.A. as to legality of the Preferred Securities to be issued by
Sierra Pacific Resources Capital Trust II
8+ Opinion of counsel as to certain federal income tax matters
12 Statement re: computation of ratios
15 Letter of Deloitte & Touche LLP regarding unaudited interim financial information
23.1 Consents of Deloitte & Touche LLP
23.2+ Consent of Choate, Hall & Stewart (to be included in Exhibit 5.1)
23.3+ Consent of Woodburn and Wedge (to be included in Exhibit 5.2)
23.4+ Consent of Richards, Layton & Finger, P.A. (to be included in Exhibits 5.3 and 5.4)
23.5+ Consent of tax counsel (to be included in Exhibit 8)
24.1 Powers of Attorney (included on signature page)
DESCRIPTION
---------------------------------------------------------------------------------------------------------
25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Indenture
25.2+ Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Junior Subordinated
Indenture
25.3 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and
Restated Trust Agreement for Sierra Pacific Resources Capital Trust I
25.4 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and
Restated Trust Agreement for Sierra Pacific Resources Capital Trust II
25.5 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the
holders of Preferred Securities of Sierra Pacific Resources Capital Trust I
25.6 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the
holders of Preferred Securities of Sierra Pacific Resources Capital Trust II
- ------------------------
+ To be filed by amendment or under subsequent Form 8-K.