AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1996.
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NORTHERN STATES POWER COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation or organization)
41-04-48030
(I.R.S. Employer Identification No.)
414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401
(612) 330-5500
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
EDWARD J. MCINTYRE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
NORTHERN STATES POWER COMPANY
414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401
(612) 330-7712
GARY R. JOHNSON
VICE PRESIDENT AND SECRETARY
NORTHERN STATES POWER COMPANY
414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401
(612) 330-7623
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy To:
PETER D. CLARKE
GARDNER, CARTON & DOUGLAS
321 NORTH CLARK STREET, CHICAGO, ILLINOIS 60610
(312) 245-8685
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 a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock
(par value $2.50 per share) 3,500,000 $50.688(1) $177,408,000(1) $61,175.17
</TABLE>
(1) These amounts are estimates made solely for the purpose of determining
the registration fee pursuant to Rule 457(c), and are based on the
average of the high and low prices of the Common Stock as reported by
The Wall Street Journal as New York Stock Exchange Composite
Transactions for January 22, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
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.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JANUARY 24, 1996
PROSPECTUS
NORTHERN STATES POWER COMPANY
(A MINNESOTA CORPORATION)
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
($2.50 PAR VALUE)
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Northern
States Power Company (the "Company") provides the Company's common and
preferred shareholders, employees and customers with a convenient method of
purchasing shares of the Company's common stock ($2.50 par value) ("Common
Stock") without payment of any brokerage commission or service charge. In
addition, other individuals of legal age who reside in Minnesota, North
Dakota, South Dakota, Wisconsin or Michigan may become shareholders of record
of the Company's Common Stock concurrent with enrollment in the Plan with a
minimum initial investment of $100. Participants may purchase additional
shares of Common Stock by reinvesting dividends and/or making cash payments.
Employees of the Company may participate through payroll deduction.
Beneficial owners of the Company's common or preferred stock held by brokers
and other custodial institutions may participate in the Plan if such brokers
and other custodial institutions holding their stock have established
procedures which permit their customers to participate in the Plan if they so
desire. Individuals who are not shareholders, employees or customers of the
Company and who do not reside in Minnesota, North Dakota, South Dakota,
Wisconsin or Michigan may participate only after becoming a shareholder of
record through the purchase of common or preferred stock of the Company
through an independent broker.
The shares purchased under the Plan may be new issue Common Stock or Common
Stock purchased on the open market. New issue Common Stock will be purchased
from the Company at the current market price on the investment date. The
price of Common Stock purchased on the market will be the weighted average
price at which shares are actually purchased.
A complete description of the Plan begins on Page 3.
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT FOR YOUR
FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY , 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information on file can be inspected and copied at the
public reference offices of the Commission currently at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison
Street, Chicago, Illinois 60661; and 7 World Trade Center, New York, New York
10048. Copies of such materials can also be obtained from the Public
Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549, at prescribed rates. In addition,
reports, proxy material and other information concerning the Company may be
inspected at the Library of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005; the offices of the Chicago Stock Exchange, One
Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605, and at
the office of the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104, on which exchanges the Company's Common Stock is listed.
INFORMATION INCORPORATED BY REFERENCE
The following documents, as filed by the Company with the Securities and
Exchange Commission, are incorporated herein by reference: (i) Form 10-K
Annual Report of the Company for the year ended December 31, 1994, (ii) Form
10-Q Quarterly Reports of the Company for the quarters ended March 31, 1995,
June 30, 1995 (and Amendments thereto (on Form 10-Q/A) dated August 4, 1995
and August 7, 1995) and September 30, 1995 (and Amendment thereto (on Form
10-Q/A) dated January 4, 1996) and (iii) the Company's Current Reports on
Form 8-K dated January 30, 1995, February 28, 1995, April 28, 1995, June 27,
1995, June 28, 1995, September 1, 1995, September 13, 1995 and January 18,
1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
in this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Prospectus modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus. The Company periodically will include with its Annual Report on
Form 10-K or its Quarterly Report on Form 10-Q an Exhibit containing a
description of its Common Stock.
The Company hereby undertakes to provide without charge to each person
(including any beneficial owner) to whom this Prospectus has been delivered,
on the request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this Prospectus
by reference, other than certain exhibits to such documents. Written or
telephone requests for such copies should be directed to the Assistant
Secretary, Northern States Power Company, 414 Nicollet Mall, Minneapolis,
Minnesota 55401 (612-330-5994).
THE COMPANY
The Company was incorporated in 1909 under the laws of Minnesota. Its
executive offices are located at 414 Nicollet Mall, Minneapolis, Minnesota
55401 (Phone 612-330-5500). The Company's subsidiaries include Northern
States Power Company, an operating public utility incorporated in Wisconsin
("NSP-Wisconsin"), NRG Energy, Inc. ("NRG"), a Delaware corporation, and
Viking Gas Transmission Company, a Delaware corporation ("Viking"). The
Company and its subsidiaries collectively are referred to herein as NSP.
NSP is predominantly an operating public utility engaged in the generation,
transmission and distribution of electricity throughout a 49,000 square mile
service area and the distribution of natural gas in approximately 148
communities within this area. Viking is a regulated natural gas transmission
company that operates a 500-mile interstate natural gas pipeline. NRG is
primarily engaged in managing several of NSP's non-regulated energy
subsidiaries.
The Company serves customers in Minnesota, North Dakota and South Dakota.
NSP-Wisconsin serves customers in Wisconsin and Michigan. Of the
approximately three million people served by the Company and NSP-Wisconsin,
the majority are concentrated in the Minneapolis-St. Paul Metropolitan Area.
In 1994, about 61 percent of NSP's electric retail revenue was derived from
sales in the Minneapolis-St. Paul Metropolitan Area and about 56 percent of
gas revenues came from sales in the St. Paul area. NSP's electric generation
for 1994 was provided for by coal (59%), nuclear (36%), and renewable and
other fuels (5%). NSP currently operates three nuclear units that were placed
in service in 1971, 1973 and 1974. NSP has no additional nuclear units under
construction.
PROPOSED MERGER
The Company, Wisconsin Energy Corporation, a Wisconsin corporation ("WEC"),
Northern Power Wisconsin Corp., a Wisconsin corporation and wholly-owned
subsidiary of the Company ("New NSP"), and WEC Sub Corp., a Wisconsin
corporation and wholly-owned subsidiary of WEC ("WEC Sub"), have entered into
an Agreement and Plan of Merger, dated as of April 28, 1995 and as amended
and restated as of July 26, 1995 (the "Merger Agreement"), which provides for
a strategic business combination involving NSP and WEC in a
"merger-of-equals" transaction (the "Transaction"). The Transaction, which
was unanimously approved by the Boards of Directors of the constituent
companies and approved by the shareholders of both the Company and WEC, is
expected to close shortly after all of the conditions to the consummation of
the Transaction, including obtaining applicable regulatory approvals, are met
or waived. The Company is diligently pursuing such regulatory approvals and
expects that all such regulatory approvals will be obtained no later than the
end of 1996.
Additional information concerning the Transaction and the Merger Agreement,
including pro forma combined financial information, is included in the
Company's Proxy Statement dated August 7, 1995 (which is filed as an exhibit
to the registration statement of which this Prospectus forms a part) and the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 (and Amendments thereto (on Form 10-Q/A) dated August 4,
1995 and August 7, 1995) and September 30, 1995 (and Amendment thereto (on
Form 10-Q/A) dated January 4, 1996) (collectively, the "Incorporated
Documents") filed with the Commission and incorporated by reference into this
Registration Statement.
In the Transaction, the holding company of the combined enterprise will be
registered under the Public Utility Holding Company Act of 1935, as amended.
The holding company will be named Primergy Corporation ("Primergy") and will
be the parent company of both the Company (which, for regulatory reasons,
will reincorporate in Wisconsin) and of WEC's present principal utility
subsidiary, Wisconsin Electric Power Company ("WEPCO") which will be renamed
"Wisconsin Energy Company." Upon consummation of the Transaction, NSP's
common shareholders will receive 1.626 shares of Primergy common stock in
exchange for each share of NSP common stock they own and the holders of NSP
preferred stock will receive the same number of shares of preferred stock of
new NSP, the reincorporated Wisconsin corporation. Following consummation of
the Transaction, it is expected that WEC's Stock Plus Investment Plan will
continue as the dividend reinvestment and stock purchase plan of Primergy.
Former preferred and common shareholders of NSP will be able to participate
in the Primergy dividend reinvestment and stock purchase plan with respect to
the shares of New NSP preferred stock and Primergy common stock that they
receive in the Transaction, and have their accounts under the Plan
transferred to the Primergy dividend reinvestment and stock purchase plan.
The Transaction is subject to customary closing conditions, including,
without limitation, the receipt of all necessary governmental approvals and
the making of all necessary governmental filings, all as more fully described
in the Incorporated Documents.
Both the Company and WEC recognize that the divestiture of their existing gas
operations and certain non-utility operations is a possibility under the new
registered holding company structure, but will seek approval from the
Commission to maintain such businesses. If divestiture is ultimately
required, the Commission has historically allowed companies sufficient time
to accomplish divestitures in a manner that protects shareholder value.
DESCRIPTION OF THE PLAN
The following is a summary of the provisions of the Plan:
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The purpose of the Plan is to provide the Company's shareholders, employees
and customers with a convenient method of purchasing Common Stock of the
Company and of systematically increasing ownership interest in the Company
without payment of any brokerage commissions or service charges. The Plan
also offers other individuals of legal age residing in Minnesota, North
Dakota, South Dakota, Wisconsin or Michigan an opportunity to become
shareholders of record of the Company by enrolling in the Plan.
1. HOW TO ENROLL
Eligible persons may join the Plan at any time by completing the appropriate
authorization form and returning it to the Company. An authorization form may
be obtained by sending a written request to Northern States Power Company,
Shareholders Department, 414 Nicollet Mall, Minneapolis, Minnesota 55401, or
by calling the Company at (612) 330-5560.
2. PARTICIPATION
If you are already a holder of record of Company stock or a beneficial owner
of Company stock held by a broker or other custodial institution that has
established procedures which permit their customers to participate in the
Plan you must complete the appropriate authorization form to become a
participant in the Plan.
If you are already a participant under the Plan, you are not required to
re-enroll. However, you must contact the Company's Shareholders Department to
request any changes in participation.
If you are a customer or employee of the Company or an individual of legal
age residing in Minnesota, North Dakota, South Dakota, Wisconsin or Michigan,
you must make an initial investment of at least $100 and complete the
appropriate authorization form to become a participant of the Plan. A maximum
of $10,000 may be initially invested in the Plan.
3. HOW THE PLAN WORKS
Participants can reinvest dividends paid on full and fractional shares to
acquire additional shares under the Plan. Participants also may make optional
cash payments of a minimum of $25 per payment up to a $10,000 maximum per
calendar quarter to purchase stock. Employees of the Company may authorize
payroll deductions to purchase shares.
Shares purchased with reinvested dividends, optional cash payments and
employee payroll deductions are held by the Plan until the Participant
requests issuance of a share certificate. Dividends paid on shares held by
the Plan will be automatically reinvested. Participants can also choose to
reinvest all, a portion, or none of the dividends earned on their
certificated shares of Common and/or Preferred stock.
No brokerage fees, commissions or service charges will be paid by participants
in connection with the Plan. All administrative service fees will be borne by
the Company. Participants with 25 or less shares credited to their Plan
accounts can request termination and a sale of all Plan shares through the
Company.
Full investment of funds will be made on behalf of each participant in the
Plan. Fractions of shares, as well as full shares, are credited to
participants' accounts. Regular Statements of Account will provide simplified
record keeping.
Participants can deposit Common Stock certificates for shares acquired
through the Plan or otherwise under the Share Deposit feature of the Plan.
4. HOW INVESTMENTS ARE MADE
Shares may come either from authorized but unissued Common Stock ("new issue
Common Stock") or from purchases of Common Stock of the Company made on any
securities exchange where the shares are traded in the over-the-counter
market or in negotiated transactions. The Company will decide when the Plan
will purchase new issue Common Stock or when Common Stock will be purchased
on the open market. For open market purchases, First Trust National
Association (the "NSP Agent") will act as purchasing agent. As of the date of
this Prospectus, shares of Common Stock purchased for participants under the
Plan are being purchased from the Company as new issue Common Stock. The
Company will not change its determination to use new issue Common Stock or
purchase shares on the open market more than once in any twelve-month period.
Participants will be notified of any change in the source of shares.
Below are the various ways you can acquire shares:
DIVIDEND REINVESTMENT
Dividends may be reinvested to purchase either new issue Common Stock or
Common Stock on the open market. Common and/or Preferred stock dividends
used to purchase new issue Common Stock will be invested on the 20th day of
each dividend payment month, being: January, April, July, and October, if
that date is a New York Stock Exchange trading day, or the first succeeding
date the New York Stock Exchange is open for trading during those months.
Common and/or Preferred stock dividends will normally be used by the NSP
Agent to purchase Common Stock on the open market within 10 business days of
the payment of a dividend, depending on market conditions. DIVIDENDS ON
SHARES HELD BY THE PLAN WILL ALWAYS BE REINVESTED.
Participants can authorize full or partial reinvestment of dividends on
certificated shares. To change participation to allow receipt of a dividend
from certificated shares in cash, instead of automatically reinvesting that
dividend, the Company's Shareholders Department must receive a written
request for such on or before the record date established for the particular
dividend. If the request is received after the record date, the change will
begin with the next dividend.
CASH INVESTMENT OPTION -- OPTIONAL CASH PAYMENTS
Participants may, at any time, SEND CHECKS OR MONEY ORDERS ONLY (made
payable in U.S. dollars drawn on a U.S. bank) to make cash investments in
the Plan. Checks and money orders must be made PAYABLE TO "NSP AGENT".
Participants may vary cash investments from a minimum of $25 per payment up
to a maximum of $10,000 per calendar quarter.
The Company will process all payments on the date they are received.
Payments post-dated to the last business day of the month and received on or
before that date will be accepted. Payments received after the last business
day of the month will be processed by the Company and invested on the next
investment date for optional cash payments. No interest will be paid on
funds being held by the Company or the NSP Agent.
Cash payments are invested monthly and must be received by the last business
day of the month to be invested in the next month. Cash payments will be
used to purchase either new issue Common Stock or Common Stock purchased on
the open market, as determined by the Company.
Cash payments used to purchase new issue Common Stock will be invested on
the 10th day of each month, if that date is a New York Stock Exchange
trading day, or the first succeeding date the New York Stock Exchange is
open for trading. Cash payments used to purchase Common Stock on the open
market will normally be purchased by the NSP Agent within 10 business days
after the last business day of the previous month.
To be eligible for quarterly dividends on shares purchased with cash
investments, cash payments MUST be received by the last business day of
January, February, April, May, July, August, October and November. Shares
purchased with cash payments received in March, June, September and December
will not be eligible for that quarter's dividend.
Participants can request a refund of the current month's cash payment by
sending a written request to the Company's Shareholders Department. The
request must be received on or before the last business day of the month.
Payments that are rejected by the Company will be returned to participants
as promptly as practicable.
PAYROLL DEDUCTION
Employees who participate in the Plan may authorize payroll deductions to
purchase shares under the Plan. Deductions may be made in addition to
reinvestment of dividends and optional cash payments. The combined total of
payroll deductions and optional cash payments may not exceed $10,000 in any
calendar quarter. The minimum monthly payroll deduction is $25.
Payroll Deduction forms can be obtained from the Company's Shareholders
Department. Employees may change or terminate payroll deductions at any time
by completing a new Payroll Deduction Authorization form. The commencement,
change or termination will become effective as soon as practicable after
receipt of the authorization form.
PRICE
The price per share of new issue Common Stock will be the current market
price of Common Stock as determined by the Company on the basis of the
average of the closing prices of Common Stock as reported by The Wall Street
Journal as New York Stock Exchange Composite Transactions on the five
trading days prior to the applicable investment date.
The price of shares purchased for the Plan on the open market will be the
weighted average price at which Common Stock of the Company is actually
purchased.
The Company has no basis for estimating either the number of shares that
will be purchased under the Plan or the prices at which shares will be
purchased. Participants should be aware that since investment prices are
determined as of specified dates, they may lose any advantages otherwise
available from being able to select the timing of their investment.
5. STATEMENTS OF ACCOUNT
The Company will maintain an account for each Plan participant and will send
Statements of Account to each participant as soon as practicable after each
quarterly dividend reinvestment and each monthly cash investment. The
Statements detail dividends, cash payments, number of shares, price per
share, taxable dividend income and total number of accumulated shares. These
Statements provide participants with records of their purchases and should be
retained for tax purposes.
6. CERTIFICATES FOR SHARES
Normally, certificates for Plan shares are not issued to participants unless
requested. Instead, the shares are credited to Plan accounts and are shown on
the Statements of Account. This protects against loss, theft or destruction
of stock certificates, and reduces the Company's administrative costs.
Participants can, however, request stock certificates for any number of full
shares credited to their Plan accounts. There is no charge for this service.
A written request must be made to the Company's Shareholders Department by
completing the back side of the account correspondence stub attached to the
Statements of Account or by submitting a written request. A separate request
must be made for each certificate requested specifying the number of full
shares to be issued. Requests are processed as soon as practicable after
receipt. Generally, the certificates are issued within 10 business days after
the Company receives the request. Any remaining full and fractional shares
will continue to be credited to participants' accounts. Certificates for
fractional shares will not be issued under any conditions.
The Company reserves the right to suspend its policy of issuing certificates,
other than upon termination or partial withdrawal from the Plan, at any time.
REGISTRATION OF SHARE CERTIFICATES
Certificates can be registered and issued in names other than participants'
names subject to compliance with any applicable laws. To do this,
participants must complete an "Assignment Separate from Certificate" form
and return it to the Company's Shareholders Department. This form must bear
the signature of the participant with the signature guaranteed by an
eligible financial institution. Assignment forms can be obtained from the
Company's Shareholders Department.
If a participant wants shares issued or a transfer to be effective for a
particular dividend payment, the appropriate form must be received at least
five days before the record date established for that dividend.
Shares credited to participants' accounts may not be pledged and may not be
assigned, except to another Plan account. To pledge or assign shares,
participants must make a written request for certificates to be issued.
DEPOSIT OF COMMON STOCK CERTIFICATES INTO THE PLAN
Participants can deposit any certificates for Common Stock of the Company
into the Plan, whether such certificates were issued under this Plan or
otherwise, at no cost. To take advantage of this feature, participants must
send certificates for Common Stock to the Company's Shareholders Department
with a completed "Share Deposit Letter of Transmittal" form which can be
obtained from the Company's Shareholders Department. Shares of Common Stock
represented by such certificates are credited to the appropriate participant
account under the Plan and dividends on these shares are automatically
reinvested in the same manner as Plan shares. CERTIFICATES FOR PREFERRED
STOCK OF THE COMPANY ARE NOT ELIGIBLE FOR DEPOSIT.
The Company strongly recommends that registered or certified mail be used,
along with adequate insurance, should participants choose to deposit
certificates. However, the method used to submit certificates to the Company
is at the option and risk of the participant. Participants should not
endorse the certificates.
7. HOW TO MAKE A CHANGE IN PARTICIPATION
Any change in enrollment in the Plan or any change in the manner of
participation in the Plan is considered a change in participation. For
example, since dividends on Plan shares are always automatically reinvested,
a request to issue a stock certificate to receive such dividends in cash is
considered a change in participation. Participants may make this or any other
change in participation by completing the appropriate information on the back
side of the account correspondence stub attached to the Statements of Account
or by sending a separate written request to the Company's Shareholders
Department. The request must indicate the number of shares affected by any
change and provide instructions on the new method of participation.
8. HOW TO TERMINATE PARTICIPATION
Participants may terminate participation at any time by submitting the
appropriate information on the back side of the account correspondence stub
attached to the Statements of Account or by submitting a separate written
request to the Company's Shareholders Department.
When participants terminate participation or upon termination of the Plan by
the Company, stock certificates for full shares credited to Plan accounts are
issued and mailed directly to participants along with a check covering the
value of any fractional shares. The fractional share check amount is based on
the closing market price of the Company's Common Stock on the day before the
day the termination request is processed. For income tax purposes, the amount
of the fractional share check is taxable and is reported accordingly.
The request for termination will be processed as soon as practicable after
receipt. A stock certificate for full shares and a check for the value of the
fractional share will normally be mailed within 10 days after receipt of the
request, unless the request is received during a dividend month, in which
case the stock certificate and check for the value of the fractional share
will be mailed by the end of the month. If the request to terminate is
received by the 15th day of a dividend payment month, being: January, April,
July and October, the dividend that would have been reinvested in the Plan
will be paid directly to the terminating participant in cash as soon as
practicable. Any cash payments waiting for investment will be returned as
soon as practicable. Any subsequent dividends, if applicable, will be paid in
cash.
To cancel payroll deductions, employees must complete a Payroll Deduction
Authorization form. Forms can be obtained from the Company's Shareholders
Department.
SELLING PLAN SHARES
To terminate participation and sell Plan shares (except for participants
wishing to terminate with 25 or less shares as explained below),
participants must send a written request to the Company's Shareholders
Department specifying that a stock certificate be issued and indicating the
number of Plan shares to be issued in certificated form. Participants can
then sell the certificated shares through a stockbroker or to another buyer.
Participants wishing to terminate with 25 or less shares credited under the
Plan may sell all, but not less than all, Plan shares through the Company,
without the issuance of a certificate and without payment of a brokerage
fee. Participants must submit a request for a sale of 25 or less shares by
completing the information on the back side of the account correspondence
stub attached to the Statements of Account or by submitting a separate
written request to the Company's Shareholders Department. Unless the shares
are needed to meet Plan requirements, the Company will place a sale order
for such shares with a fiduciary institution selected by the Company within
10 days after receipt. In the event that shares being sold by terminating
participants are needed to meet Plan requirements, those shares will be
purchased by the Plan. In either case, the participant will receive the
proceeds of the sale, less any backup withholding tax, within 10 days after
the sale. The price of the Plan shares being sold will be the market price
of the Common Stock of the Company on the day of the sale.
After termination, previous participants can re-enroll in the Plan by
completing the appropriate authorization form. However, the Company reserves
the right to reject any enrollment forms from previous participants on the
grounds of excessive joining and termination. Such reservation is intended
to minimize unnecessary administrative expense and to encourage use of the
Plan as a long-term investment service.
9. OTHER INFORMATION
STOCK SPLITS
Should the Company declare a stock split, the number of additional shares
participants receive will be based on the number of shares in the Plan
account. Additional full and fractional shares that result from a stock
split will be credited to participants' Plan accounts. Stock split shares
issued with respect to certificated shares held by participants will be
mailed directly to the participants in the same manner as to shareholders
who are not participating in the Plan.
VOTING AT THE ANNUAL MEETING OF SHAREHOLDERS
The Company will vote the shares participating in the Plan (those
certificated and those credited to a Plan account) in accordance with
participants' signed proxies, or participants can vote in person at the
annual meeting.
PROCEEDS FROM THE SALE OF NEW ISSUE COMMON STOCK
Proceeds received from the sale of new issue Common Stock will be used for
general corporate purposes.
COMPANY RESPONSIBILITY IN ADMINISTERING THE PLAN
In administering the Plan, the Company is not liable for any good faith act
or omission to act, including, without limitation, any claim of liability
(a) arising out of failure to terminate participants' accounts upon death
prior to receipt of notice in writing of such death; (b) with respect to the
prices at which the shares are purchased or sold and the time such purchases
or sales are made; or (c) as to the value of the shares acquired for
participants. The Company reserves the right to interpret and regulate the
Plan as it deems desirable or necessary in connection with the Plan's
operation.
The Company will have no responsibility beyond the exercise of ordinary care
for any action taken or omitted pursuant to the Plan nor will it have any
duties or responsibilities except such as are expressly set forth herein.
Participants should recognize that neither the Company nor the NSP Agent can
assure them of a profit or protect them against a loss on shares purchased
or sold by them under the Plan.
COMPANY'S RIGHT TO TERMINATE THE PLAN
While the Company expects to continue the Plan indefinitely, it reserves the
right to suspend or terminate the Plan at any time. The Company reserves the
right to terminate Plan accounts if participants are unwilling to abide by
the rules and provisions of the Plan. It also reserves the right to make
modifications to the Plan. Any such suspension, termination or modification
will be announced to participants in advance.
10. FEDERAL INCOME TAX INFORMATION
THE INFORMATION SET FORTH BELOW IS ONLY A SUMMARY AND DOES NOT CLAIM TO BE A
COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN.
THE DESCRIPTION MAY BE AFFECTED BY FUTURE LEGISLATION, IRS RULINGS AND
REGULATIONS, OR COURT DECISIONS. ACCORDINGLY, PARTICIPANTS SHOULD CONSULT
WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN.
What are the federal income tax consequences of participation in the Plan?
For tax purposes, participants' reinvested dividends are treated in the same
manner they would have been treated had the participants received them in
cash on the applicable dividend payment date. In addition, brokerage
commissions paid by the Company for participants if shares are acquired
through open market transactions are treated as taxable dividend income and
are reported accordingly.
Participants will not realize any taxable income when stock certificates for
full shares are issued from Plan accounts. However, participants will realize
gain or loss when the shares are sold either at their request through the
Company or by them after certificates have been issued. The amount of the
gain or loss is the difference between the amount the participant receives
for the shares and the cost basis of the shares. In addition, terminating
participants will realize gain or loss upon receipt of the check covering the
value of the fractional share.
How will participants be notified of their taxable dividend income?
The Company will report the dividend income to participants and to the IRS on
Form 1099-Div. The brokerage commission paid by the Company will be included
as dividend income. When Plan accounts are terminated and shares are sold
through the Company, the Company will also report the proceeds from the sale
to terminated participants and to the IRS on Form 1099-B.
What is the federal tax basis of Plan shares?
The tax basis of participants' Plan shares acquired after 1985 is equal to
their purchase price as indicated on the participants' statements.
The tax basis of participants' shares acquired under the Plan in calendar
years 1982 through 1985 will depend on whether they excluded reinvested
dividends up to $750 ($1,500 in the case of a joint return) per tax year
under certain provisions of the Economic Recovery Tax Act of 1981. If
participants excluded qualified dividends, the tax basis for the resulting
shares will be zero. If participants did not exclude the dividends, the tax
basis will be the purchase price as indicated on the participant's
statements.
How does the Company invest and report dividends subject to federal backup
withholding or foreign tax withholding?
The Company will invest an amount equal to the dividends less the amount of
tax withheld. The net dividend will purchase shares. The Statements sent to
participants subject to tax withholding will not indicate the amount of tax
withheld, but will show the net dividend reinvested by the Company. For IRS
reporting purposes, the amount of the dividend withheld will be included in
the dividend income of participants subject to backup withholding or foreign
participants subject to foreign withholding.
11. EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Registration Statement by reference from the
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1994 (which reports express an unqualified opinion and include an
explanatory paragraph referring to the Registrant's change in method of
accounting for post retirement healthcare costs in 1993) have been audited by
Deloitte & Touche, independent public accountants, as stated in their report
included in such Form 10-K which is incorporated herein by reference, and
have been so incorporated in reliance upon such reports given upon the
authority of that firm as experts in accounting and auditing.
The consolidated financial statements incorporated in this Registration
Statement by reference to the Annual Report on Form 10-K of Wisconsin Energy
Corporation for the year ended December 31, 1994 have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
12. LEGAL OPINION
A legal opinion in connection with shares issued under the Plan was rendered
by Chandra G. Houston, an attorney for the Company.
13. INDEMNIFICATION
The Company's Bylaws contain provisions for indemnification of its directors
and officers consistent with the provisions of Section 302A.521 of the
Minnesota Statutes. The Company's Restated Articles of Incorporation also
contain provisions limiting the liability of the Company's directors in
certain instances.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
14. ADDITIONAL INFORMATION
For further information and assistance, please write:
Northern States Power Company
Shareholders Department
414 Nicollet Mall
Minneapolis, MN 55401
or call: 330-5560 from the Minneapolis-St. Paul area; or 1-800-527-4677
toll-free from other locations.
TABLE OF CONTENTS
PAGE
Available Information 2
Information Incorporated by Reference 2
The Company 3
Proposed Merger 3
Description of the Plan 4
How to Enroll 4
Participation 5
How the Plan Works 5
How Investments are Made 5
Statements of Account 7
Certificates for Shares 7
How to Make a Change in Participation 8
How to Terminate Participation 9
Other Information 10
Federal Income Tax Information 11
Experts 12
Legal Opinion 12
Indemnification 12
Additional Information 12
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. NO DEALER, BROKER, SALESMAN OR
ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING CONTAINED IN THIS PROSPECTUS, AND INFORMATION OR
REPRESENTATIONS NOT HEREIN CONTAINED, IF GIVEN OR MADE, MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY STATE IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
PROSPECTUS
[LOGO]
NORTHERN STATES
POWER COMPANY
(A MINNESOTA CORPORATION)
Dividend Reinvestment and
Stock Purchase Plan
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of fees and expenses
payable by the Registrant (other than underwriting discounts and commissions)
in connection with the issuance and sale of the Common Stock (par value $2.50
per share) (the "Common Stock"):
Registration fee under the Securities Act of 1933, as amended $ 61,175.17
State qualification fees and expenses 2,000.00
Printing 35,000.00
Accounting services 5,000.00
Legal fees to Company counsel 7,500.00
Miscellaneous, including telephone, stationery, postage and
other out-of-pocket expenses 2,000.00
Total $112,675.17
All items are estimated except the first.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Statutes permits indemnification of
officers and directors of domestic or foreign corporations under certain
circumstances and subject to certain limitations. Pursuant to authorization
contained in the Restated Articles of Incorporation, as amended, Article 4 of
the Bylaws of the Company contains provisions for indemnification of its
directors and officers consistent with the provisions of Section 302A.521 of
the Minnesota Statutes. The Company's Restated Articles of Incorporation also
contain provisions limiting the liability of the Company's directors in
certain instances.
The Company has obtained insurance policies indemnifying the Company and the
Company's directors and officers against certain civil liabilities and
related expenses.
ITEM 16. EXHIBITS
Certain Exhibits listed below were filed with the Securities and Exchange
Commission as Exhibits to certain Registration Statements and Reports under
the Exhibit number indicated after each such exhibit and are incorporated
herein by this reference.
<TABLE>
<CAPTION>
<S> <C>
4.01 Restated Articles of Incorporation, as amended [filed as Exhibit 3.01 to the Company's Quarterly
Report on Form 10-Q (file no. 1-3034) for the quarter ended March 31, 1992 and incorporated
by reference herein].
4.02 By-laws [filed as Exhibit 3.02 to the Registrant's Annual Report on Form 10-K (File No. 1-3034)
for the year ended December 31, 1991 and incorporated by reference herein].
5.01 Opinion of Chandra G. Houston as to legality of the Common Stock being registered.
23.01 Independent Auditors' Consent.
23.02 Independent Auditors' Consent.
23.03 Consent of Legal Counsel (see Item 5.01).
24.01 Power of Attorney.
99.01 Proxy Statement dated August 7, 1995 [filed with the Commission (file no. 1-3034) and incorporated
by reference herein].
</TABLE>
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represented no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and (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 clauses
(i) and (ii) above do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed 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 such 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 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Minneapolis, and State of Minnesota, on the 24th day
of January, 1996.
NORTHERN STATES POWER COMPANY
By: /s/ ARLAND D. BRUSVEN
Arland D. Brusven
Vice President -- Finance
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
James J. Howard Principal Executive Officer
and Director
Edward J. McIntyre Principal Financial Officer
Roger D. Sandeen Principal Accounting Officer
H. Lyman Bretting Director
David A. Christensen Director
W. John Driscoll Director
Dale L. Haakenstad Director
Allen F. Jacobson Director
Richard M. Kovacevich Director
Douglas W. Leatherdale Director
John E. Pearson Director
G. M. Pieschel Director
Margaret R. Preska Director
A. Patricia Sampson Director
By: /s/ ARLAND D. BRUSVEN January 24, 1996
Arland D. Brusven
(attorney-in-fact)
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
METHOD
OF
FILING NO. EXHIBIT
<S> <C> <C> <C>
4.01 Restated Articles of Incorporation, as amended [filed as Exhibit 3.01 to the Company's
Quarterly Report on Form 10-Q (File No. 1-3034) for the quarter ended March 31, 1992
and incorporated by reference herein].
4.02 By-laws [filed as Exhibit 3.02 to the Registrant's Annual Report on Form 10-K (File
No. 1-3034) for the year ended December 31, 1991 and incorporated by reference herein].
DT 5.01 Opinion of Chandra G. Houston as to legality of the Common Stock being registered
DT 23.02 Independent Auditors' Consent
DT 23.01 Independent Auditors' Consent
DT 23.03 Consent of Legal Counsel (see Item 5.01)
DT 24.01 Power of Attorney
99.01 Proxy Statement dated August 7, 1995 [filed with the Commission (file no. 1-3034)
and incorporated by reference herein]
</TABLE>
Exhibit 5.01
January 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 3,500,000 shares of Common Stock of Northern States Power Company,
a Minnesota corporation
Ladies and Gentlemen:
I am participating in the proceedings incident to the proposed issuance by
Northern States Power Company, a Minnesota corporation (the "Company"), of up to
3,500,000 additional shares of Common Stock, par value $2.50 per share ("the
shares"), pursuant to the Company's Dividend Reinvestment and Stock Purchase
Plan. I have examined all records, instruments, and documents which I have
deemed necessary to examine for the purposes of this opinion, including the
Registration Statement on Form S-3 relating to the shares to be filed by the
Company pursuant to the Securities Act of 1933.
Based upon the foregoing and upon my general familiarity with the Company and
its affairs, I am of the opinion:
1. That the Company is a duly organized and validly existing corporation
under the laws of the State of Minnesota and that it is legally
qualified and authorized to operate and conduct business in the State
of Minnesota.
2. When, as and if the Registration Statement on Form S-3 to which this
opinion is an exhibit becomes effective pursuant to the provisions of
the Securities Act of 1933, as amended, and the shares have been duly
issued and delivered, and the consideration for the shares has been
duly received by the Company, all in the manner contemplated by said
Registration Statement, the shares will be legally issued, fully paid,
and nonassessable shares of stock of the Company.
I hereby consent to the incorporation of this opinion into said Registration
Statement and the reference to me under the heading "Legal Opinion" in said
Registration Statement.
Respectfully submitted,
Chandra G. Houston
Exhibit 23.01
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Northern States Power Company (the Company) on Form S-3 (relating
to the Northern States Power Company registration of 3,500,000 shares of common
stock for the Dividend Reinvestment and Stock Purchase Plan) of our report dated
February 8, 1995 (which expresses an unqualified opinion and includes an
explanatory paragraph referring to the Company's change in method of accounting
for postretirement health care costs in 1993), appearing on page 44 in Item 8 of
the Annual Report on Form 10-K of Northern States Power Company for the year
ended December 31, 1994 and to the reference to us under the heading "Experts"
in the Prospectus which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
January 24, 1996
Minneapolis, Minnesota
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 25, 1995 appearing on page 65 of Wisconsin Energy Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
January 24, 1996
Exhibit 24.01
POWER OF ATTORNEY
WHEREAS, NORTHERN STATES POWER COMPANY, a Minnesota corporation (the
Company), is about to file with the Securities and Exchange Commission, under
the provisions of the Securities Act of 1993, as amended, one or more
registration statements and one or more amendments to registration statements
relating to the issuance of up to 3,500,000 shares of Common Stock, par value
$2.50 per share in connection with its Dividend Reinvestment and Stock Purchase
Plan; and
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set opposite his name, respectively;
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
ARLAND D. BRUSVEN, his/her attorney, with full power to act for him/her and in
his/her name, place, and stead, to sign his/her name in the capacity or
capacities set forth below to any registration statements or amendments relating
to the issuance of up to 3,500,000 shares of Common Stock, par value $2.50 per
share, for use in connection with its Dividend Reinvestment and Stock Purchase
Plan; and hereby ratifies and confirms all that said attorney may or shall
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 24th day
of January, 1996.
<TABLE>
<S> <C>
/s/ James J. Howard /s/ Douglas W. Leatherdale
James J. Howard Douglas W. Leatherdale, Director
Principal Executive Officer & Director
/s/ H. Hyman Bretting /s/ John E. Pearson
H. Hyman Bretting, Director John E. Pearson, Director
/s/ David A. Christensen /s/ G. M. Pieschel
David A. Christensen, Director G. M. Pieschel, Director
/s/ W. John Driscoll /s/ Margaret R. Preska
W. John Driscoll, Director Margaret R. Preska, Director
/s/ Dale L. Haakenstad /s/ A. Patricia Sampson
Dale L. Haakenstad, Director A. Patricia Sampson, Director
/s/ Allen F. Jacobson /s/ Edward J. McIntyre
Allen F. Jacobson, Director Edward J. McIntyre
Principal Financial Officer
/s/ Richard M. Kovacevich /s/ Roger D. Sandeen
Richard M. Kovacevich, Director Roger D. Sandeen
Principal Accounting Officer
</TABLE>
