SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.______)
_X_ Filed by the Registrant
___ Filed by a Party other than the Registrant
___ Check the appropriate box
___ Preliminary Proxy Statement ___ Confidential, For Use of
the Commission Only (as permitted
by Rule 14a-6(e)(2))
___ Definitive Proxy Statement
_X_ Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
New Century Energies,Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
_X_ No fee required
___ Fee computed on table below per Exchange Act Rules 14A-6(i )(1) and 0-11
(1) Title of each class of securities to which transaction applies
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(2) Aggregate number of securities to which transaction applies
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing is
calculated and state how it was determined)
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(4) Proposed maximum aggregate value of transaction.
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(5) Total fee paid
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___ Fee paid previously with preliminary materials
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___ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing
(1) Amount previously paid
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(2) Form, Schedule or Registration Statement no
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(3) Filing Party
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(4) Date Filed
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<PAGE>
June 1, 1999
Dear NCE Shareholder:
Enclosed is a helpful summary covering our proposed merger with Northern States
Power which will create one of the top 10 utilities in the United States. We
urge your "yes" vote for the merger, as it will result in many benefits to you,
our shareholders, as well as our customers.
I have also included a proxy supplement that discusses the new name we have
recently chosen for the combined company -- Xcel Energy Inc. We think this name
reflects the values we will hold: excellent service and a focus on our customers
- - the qualities that will bring you, our shareholder, ever-increasing value.
The last piece in this package is very important. For your convenience, included
is a follow-up proxy card for your vote. If you haven't voted, please do so
today. Your board of directors recommends a vote FOR the merger. Your immediate
attention to this important matter is greatly appreciated.
Sincerely,
/s/ Bill D. Helton
Bill D. Helton
Chairman
<PAGE>
BROCHURE COVER:
Picture of linemen on pole center of page
When you vote yes for the merger of New Century Energies and
Northern States Power, you vote for increased financial strength
and a better competitive position.
NCE Logo WE NEED YOUR VOTE NSP Logo
PLEASE VOTE YES
<PAGE>
INSIDE PANEL COPY:
We recently mailed to you a proxy statement/prospectus that describes in
detail the proposed merger between New Century Energies (NCE) and Northern
States Power (NSP). This brochure summarizes the benefits we believe this merger
will add to your investment. We urge you to read the proxy materials carefully
for a complete description of the merger.
Why the Merger of New Century Energies and
Northern States Power Makes Sense
Picture of lineman on pole.
Combining NCE's growing core utility business with NSP's sizable,
non-regulated business activities, primarily NRG Energy, provides a foundation
for incremental growth that could not be achieved on a stand-alone basis. Your
Board believes that the common vision shared by both companies, in combination
with NCE's and NSP's management, personnel, technical expertise and financial
strength, will create a combined company with the capabilities and resources
required to succeed and grow in the new competitive energy marketplace.
That is why NCE is planning to merge with NSP.
Picture of Substation.
We believe that this merger of equals will benefit shareholders by
creating a financially strong company with:
- enhanced earnings growth potential;
- continued, strong growth in our regulated businesses;
- a foundation to pursue non-regulated growth;
- significant cost savings; and
- the size and scale to compete effectively in the deregulating
energy industry.
For these reasons, we believe the merger of NCE and NSP will offer even
greater opportunities to create shareholder value than either company would
realize on its own.
What the Merger Means to You, as a New Century Energies Shareholder
The merger agreement calls for a tax-free, stock-for-stock exchange for
shareholders of both companies.
In the merger:
- You will receive 1.55 common shares of the combined company stock for each
share of NCE common stock you own;
- Each share of NSP common stock will continue as one common share of
the combined company;
- Based on shares outstanding at the date of announcement, NCE shareholders
would own approximately 54% of the common equity of the combined company;
- It is anticipated that the new board of the combined company will adopt the
NCE dividend payment level adjusted for the 1.55 exchange ratio.
Customer Benefits
Both NCE and NSP believe that a key ingredient of the success of the
combined company is our shared commitment to customers. By achieving our
customer goals, we are ensuring the strength of the combined company and its
viability as an investment. Together, NCE and NSP are committed to:
- remain a low-cost energy supplier
- provide high-quality service
- offer customers more stable rates
- feature a broad range of services
Board of Directors Recommends a Vote "For" the Merger
Your Board of Directors has carefully reviewed and considered the terms and
conditions of the merger and believes that they are in the best interests of New
Century Energies and its shareholders.
Your Board has unanimously adopted and approved the merger agreement and
recommends that you vote FOR approval of the merger.
Picture of Power Plant
<PAGE>
How to Vote on the Merger Proposal
The merger requires the approval of shareholders representing at least 50%
of the outstanding shares of NCE.
YOUR VOTE IS VERY IMPORTANT - no matter how many shares you own.
Picture of Wind Turbine.
You can help bring about the benefits anticipated from this merger by
voting FOR the proposal. To do this, sign, date and return the enclosed proxy
card in the postage-paid envelope provided. Please return your signed proxy card
as soon as possible, so that your shares may be represented at the NCE Special
Shareholder Meeting. To vote by telephone or the Internet, please follow the
step-by-step instructions on your proxy card.
If you decide later to change your vote, you can do so at any time up to
and including NCE's Special Shareholder Meeting, which will be held at 10:00
a.m. local time on June 28, 1999 at the Arvada Center for the Arts and
Humanities, located at 6901 Wadsworth Blvd., Arvada, CO.
For More Information
The proxy statement/prospectus recently sent to you explains the merger
proposal in detail and includes a section on risk factors to consider when
evaluating the proposed merger. These materials also include information about
regulatory approvals required to complete the merger and the dividend level for
the combined company.
We urge you to read carefully the proxy statement/prospectus.
For further clarification of the merger, or to obtain another copy of the
proxy statement, you can call our proxy solicitor, Innisfree M&A Incorporated,
toll-free at 1-877-750-5836.
Vote Yes!
Your vote is important. Please vote FOR the merger by signing and submitting the
enclosed proxy card. Remember, if you do not submit your proxy card, it will, in
effect, count as a vote against the merger.
Picture of Solar Panels
Map of Combined Service Territory for both NCE and NSP Companies.
A Look at the Combined Company
The service territory of the combined company will stretch from Mexico to
the Canadian border, and also will have a strong global presence, with
operations in the United Kingdom, Central Europe, Australia and South America.
NSP NCE Combined
--- --- --------
Financial Information (billions):
Market value (as of Mar. 24, 1999) $4.175 $4.446 $8.621
Total 1998 revenues $2.819 $3.611 $6.430
Total 1998 assets $ 7.4 $ 7.7 $ 15.1
Customer Accounts (millions):
Electric 1.4 3.6 5.0
Gas 0.5 1.4 1.9
Total 1.9 5.0 6.9
Generation Capacity (Mw):
Regulated 7,149 7,984 15,133
Nonregulated 6,340 247 6,587
Total 13,489 8,231 21,720
<PAGE>
If you have any questions about the NCE/NSP merger or about the
proxy process, please call our proxy solicitor:
Innisfree M&A Incorporated
Toll free: 1-877-750-5836
Remember:
Your Board and management team urge you to:
- Read the proxy materials recently sent to you
- Complete the proxy card with your FOR vote
- Sign and date the proxy card
- Mail the card in the enclosed envelope - TODAY!
NCE LOGO WE NEED YOUR VOTE NSP LOGO
PLEASE VOTE YES
<PAGE>
PROXY SUPPLEMENT
(To Joint Proxy Statement/Prospectus dated May 19, 1999)
NORTHERN STATES POWER COMPANY
NEW CENTURY ENERGIES, INC.
JOINT PROXY STATEMENT SUPPLEMENT
--------------------------------
This proxy statement supplement relates to the joint proxy
statement/prospectus dated May 19, 1999, which serves as a proxy statement of
Northern States Power for its special meeting of shareholders to be held on June
28, 1999 and a proxy statement of New Century Energies for its special meeting
of shareholders to be held on June 28, 1999. As described in the joint proxy
statement/prospectus, Northern States Power Company and New Century Energies
entered into an agreement and plan of merger, dated as of March 24, 1999,
providing for a merger of equals transaction.
Northern States Power and New Century Energies have selected Xcel Energy
Inc. as the new name for the combined company. The merger agreement provides
that at the effective time of the merger, in addition to an amendment to
increase the number of authorized shares of common stock of the combined company
from 350 million to one billion, the articles of incorporation of Northern
States Power, which will be the articles of incorporation of the combined
company, will be amended to reflect this name change. The form of the amendments
to the articles of incorporation of the combined company are attached as Annex I
to this proxy statement supplement and incorporated in this proxy statement
supplement by reference. Annex I hereto replaces in its entirety Annex I to the
Plan of Merger attached as Exhibit A to the merger agreement, which was included
in the joint proxy statement/prospectus as Appendix A.
These amendments do not require a separate vote by shareholders of
Northern States Power under Minnesota law because they are an integral part of
the merger agreement. Thus, by voting to approve the merger agreement and the
merger, Northern States Power shareholders are also voting to approve the
amendments described above. These amendments will not be put into effect if
Northern States Power shareholders do not approve the merger agreement and the
merger or if the merger is not completed for any other reason.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the securities to be issued under the
joint proxy statement/prospectus or determined whether the joint proxy
statement/prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The date of this proxy statement supplement is June 1, 1999
<PAGE>
Annex I
Amendments
to
NSP Restated Articles of Incorporation
to be Effective as of the Effective Time
1. The first sentence of Article I of the Restated Articles of
Incorporation of Northern States Power Company (the "NSP Charter") shall be
amended to read in its entirety as follows: "The name of this corporation shall
be Xcell Energy Inc."
2. The first paragraph of Article V of the NSP Charter shall be
amended to read in its entirety as follows:
"The total authorized number of shares that may be issued by the
Corporation and that the Corporation will henceforth be authorized
to have is one billion seven million (1,007,000,000) of the par
value per share hereinafter set forth."
3. Subparagraph 1 of Article V of the NSP Charter shall be amended
to read in its entirety as follows:
"1. Authorized Number and Classes of Shares
Such shares shall be divided into two classes to be designated,
respectively, Preferred Stock and Common Stock. The total authorized
number of shares of Preferred Stock is seven million (7,000,000)
having a par value of one hundred dollars ($100.00) per share, and
the total authorized number of shares of Common Stock is one billion
(1,000,000,000) having a par value of two dollars and fifty cents
($2.50) per share."
