Current Report Filing (8-k)
21 August 2013 - 4:39AM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 20, 2013
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Registrant,
State of Incorporation, Address of
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I.R.S.
Employer
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Commission
File
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Principal
Executive Offices and Telephone
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Identification
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Number
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Number
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Number
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001-08788
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NV ENERGY,
INC.
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88-0198358
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Nevada
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6226 West
Sahara Avenue
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Las Vegas,
Nevada 89146
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(702)
402-5000
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000-52378
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NEVADA POWER
COMPANY d/b/a
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88-0420104
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NV ENERGY
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Nevada
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6226 West
Sahara Avenue
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Las Vegas,
Nevada 89146
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(702)
402-5000
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000-00508
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SIERRA
PACIFIC POWER COMPANY
d/b/a
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88-0044418
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NV ENERGY
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Nevada
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P.O. Box 10100
(6100 Neil Road)
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Reno, Nevada
89520-0400 (89511)
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(775)
834-4011
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None
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(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On August 20, 2013, NV Energy, Inc. (the
“Company”) distributed a publication to employees of the Company, which is
attached hereto and is incorporated herein by reference.
The information contained in, or incorporated
into, Item 8.01, including Exhibit 99.1 attached hereto, is being
furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any registration statement or other filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference to such filing.
Participants
in Solicitation
The Company and its directors and officers may be
deemed to be participants in the solicitation of proxies from the Company’s
stockholders with respect to the special meeting of stockholders that will be
held to consider the proposed transaction. Information about the Company’s
directors and executive officers and their ownership of the Company’s common
stock is set forth in the proxy statement for the Company’s Annual Meeting of
stockholders, which was filed with the Securities and Exchange Commission
(“SEC”) on March 27, 2013. Stockholders may obtain additional information
regarding the interests of the Company and its directors and executive officers
in the proposed transaction, which may be different than those of the Company’s
stockholders generally, by reading the proxy statement and other relevant
documents regarding the proposed transaction, when filed with the SEC.
Additional
Information
In connection with the proposed transaction, the
Company will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE COMPANY. The final proxy
statement will be mailed to the Company’s stockholders. Investors will also be
able to obtain the proxy statement, as well as other filings containing
information about the Company, free of charge, at the website maintained by the
SEC at www.sec.gov. Copies of the proxy statement and other filings made by the
Company with the SEC can also be obtained, free of charge, by directing a
request to the Corporate Secretary, NV Energy, Inc., 6226 West Sahara Avenue,
Las Vegas, NV 89146.
This document shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Forward-Looking
Statements
This Current Report and exhibits furnished herewith
may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 regarding the future performance of
the “Company. When the Company uses words such as “may,” “will,” “intend,”
“should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar
expressions, it is making forward-looking statements. Forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties. The Company’s expected results may not be achieved, and actual
results may differ materially from expectations. This may be a result of
various factors, including the risk that the transaction will not be
consummated due to a failure to satisfy the closing conditions to the
transaction, including the approval of the transaction by the Company’s
stockholders and the receipt of certain regulatory approvals; the risk that an
event, effect or change occurs that gives rise to a termination of the
definitive agreement entered into with MidAmerican Energy Holdings Company
(“MidAmerican”); the risk that the Company or MidAmerican will be unable to
perform certain obligations under the transaction agreements; the risk relating
to unanticipated difficulties and/or expenditures relating to the transaction;
the risk of an adverse judgment or other negative outcome from any of the legal
proceedings that were, or may be filed against the Company and others regarding
the Merger; and the risk that the proposed transaction disrupts current plans
and operations and creates potential difficulties in employee retention. There
are other factors outside the control of the Company that could cause actual
results to differ materially from those expressed or implied by such
forward-looking statements including the risks related to future economic
conditions, changes in the rate of industrial, commercial and residential
growth in their service territories; the risks related to the Company’s ability
to procure sufficient renewable energy sources in each compliance year to
satisfy the Nevada Renewable Energy Portfolio Standard, the effect of future or
existing Nevada or federal laws or regulations affecting the electric industry,
changes in environmental laws and regulations, construction risks, including
but not limited to those associated with the ON
Line
project; the risks related to the Company’s ability to maintain access to the
capital markets for general corporate purposes and to finance construction
projects, employee workforce factors, unseasonable weather, drought, wildfire
and other natural phenomena, explosions, fires, accidents, vandalism, or
mechanical breakdowns that may occur while operating and maintaining an
electric and natural gas system; the risks related to the Company’s ability to
purchase sufficient fuel, natural gas and power to meet its power demands and
natural gas demands for Sierra Pacific Power Company d/b/a NV Energy; financial
market conditions; the direct or indirect
effects on the Company’s business resulting from terrorist incidents and the
threat of terrorist incidents; cyber security risks, including the risk that
actual or anticipated cyber attacks may cause the Company to incur increased
costs; and unfavorable rulings, penalties or findings in the Company’s rate or
other state and federal regulatory proceedings, investigations or cases.
Further risks, uncertainties and assumptions that may cause actual results to
differ from current expectations pertain to weather conditions, customer and
sales growth, plant outages, operations and maintenance expense, depreciation
and allowance for funds used during construction, interest rates and expense,
cash flow and regulatory matters. Unless the context suggests otherwise,
references herein to the “Company” includes the consolidated subsidiaries of
the Company, including Nevada Power Company d/b/a NV Energy and Sierra Pacific
Power Company d/b/a NV Energy.
Additional cautionary statements regarding other risk
factors that could have an effect on the future performance of the Company are
contained in its Annual Report on Form 10-K for the year ended
December 31, 2012, and quarterly report on Forms 10-Q for the periods
ended March 31, 2013 and June 30, 2013, filed with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date of this Current Report on Form 8-K. The Company
undertakes no obligation to release publicly the result of any revisions to
these forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Item 9.01
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Financial
Statements and Exhibits.
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Exhibit
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99.1
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Article in
Employee Newsletter, dated August 20, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have each duly caused this report to be signed on their behalf by
the undersigned, thereunto duly authorized.
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NV
Energy, Inc.
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(Registrant)
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August 20,
2013
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By:
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/s/ E.
Kevin Bethel
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E. Kevin
Bethel
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Chief
Accounting Officer
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Nevada
Power Company d/b/a NV Energy
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(Registrant)
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August 20,
2013
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By:
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/s/ E.
Kevin Bethel
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E. Kevin
Bethel
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Chief
Accounting Officer
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Sierra
Pacific Power Company d/b/a NV Energy
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(Registrant)
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August 20,
2013
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By:
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/s/ E.
Kevin Bethel
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E. Kevin
Bethel
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Chief
Accounting Officer
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EXHIBIT INDEX
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Exhibit
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99.1
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Article in
Employee Newsletter, dated August 20, 2013.
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