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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) OCTOBER 14, 1999
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NRG ENERGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
333-33397 41-1724239
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(Commission File Number) (IRS Employer Identification No.)
1221 NICOLLET MALL, SUITE 700 MINNEAPOLIS, MN 55403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-373-5300
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
In connection with Northern States Power Company's (NSP) October 14, 1999
discussion with financial analysts, NRG indicated that earnings for the three
months ended September 30, 1999 were approximately 18 cents per NSP common
share. NRG's results for the third quarter of 1999 reflect increased earnings
due to acquisitions in the Northeast region of the United States which closed
during the second quarter of 1999.
NRG also indicated that they expect to contribute about 35 cents per NSP common
share for the year ending December 31, 1999, a decrease from previous
projections of 40 cents per share. The primary reason for the reduction is that
pooling restrictions with NSP's pending merger with New Centuries Energies, Inc.
limit NRG's ability to monetize the value of successful development activities,
which would otherwise be available to supplement NRG's earnings.
FORWARD-LOOKING STATEMENTS
Forward looking statements above include but are not limited to the future
performance of various facilities and expected operating results for future
periods.
In addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause NRG's
actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:
- - Economic conditions including inflation rates and monetary or currency
exchange rate fluctuations;
- - Trade, monetary, fiscal, taxation, and environmental policies of
governments, agencies and similar organizations in geographic areas where
NRG has a financial interest;
- - Customer business conditions including demand for their products or
services and supply of labor and materials used in creating their products
and services;
- - Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission and similar entities
with regulatory oversight;
- - Availability or cost of capital such as changes in: interest rates; market
perceptions of the power generation industry, NRG or any of its
subsidiaries; or security ratings;
- - Factors affecting power generation operations such as unusual weather
conditions; catastrophic weather-related damage; unscheduled generation
outages, maintenance or repairs; unanticipated changes to fossil fuel, or
gas supply costs or availability due to higher demand, shortages,
transportation problems or other developments; environmental incidents; or
electric transmission or gas pipeline system constraints;
- - Employee workforce factors including loss or retirement of key executives,
collective bargaining agreements with union employees, or work stoppages;
- - Volatility of energy prices in a deregulated market environment;
- - Increased competition in the power generation industry;
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- - Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims;
- - Technological developments that result in competitive disadvantages and
create the potential for impairment of existing assets;
- - Factors associated with various investments including conditions of final
legal closing, partnership actions, competition, operating risks,
dependence on certain suppliers and customers, domestic and foreign
environmental and energy regulations;
- - Limitations on NRG's ability to control the development or operation of
projects in which NRG has less than 100% interest;
- - The lack of operating history at development projects, the lack of NRG
operating history at the projects not yet owned and the limited operating
history at the remaining projects provide only a limited basis for
management to project the results of future operations;
- - Risks associated with timely completion of projects located at ECKG and
Enfield, including obtaining competitive contracts, obtaining regulatory
and permitting approvals, local opposition, construction delays and other
factors beyond NRG's control;
- - The failure to timely satisfy the closing conditions contained in the
definitive agreements for the acquisitions of projects subject to
definitive agreements but not yet closed, many of which are beyond NRG's
control;
- - Factors challenging the successful integration of projects not previously
owned or operated by NRG, including the ability to obtain operating
synergies;
- - Factors associated with operating in foreign countries including: delays in
permitting and licensing, construction delays and interruption of business,
political instability, risk of war, expropriation, nationalization,
renegotiation, or nullification of existing contracts, changes in law, and
the ability to convert foreign currency into United States dollars;
- - Other business or investment considerations that may be disclosed from time
to time in NRG's Securities and Exchange Commission filings or in other
publicly disseminated written documents, including NRG's Registration
Statement No. 333-74519, as amended, and all supplements therein.
NRG undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors should not be construed as exhaustive.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NRG Energy, Inc
(Registrant)
By /s/ Leonard A. Bluhm
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Leonard A. Bluhm
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
Dated: October 14, 1999
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