Registration Statement No. 33-38700
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NUMBER TWO
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NORTHERN STATES POWER COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0448030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
414 Nicollet Mall, Minneapolis, Minnesota 55401
(Address of Principal Executive Offices) (Zip Code)
EXECUTIVE LONG-TERM INCENTIVE AWARD STOCK PLAN
(Full title of the plan)
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed with the Securities and
Exchange Commission, are incorporated herein by reference:
(i) Northern States Power Company's (the "Registrant")
Annual Report on Form 10-K for the year ended
December 31, 1994;
(ii) The Registrant'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); and
(iii) The Registrant'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 Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date thereof and prior to the filing
of a post-effective amendment, which indicates that all of the
securities offered hereby have been sold or which deregisters
all such securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of filing such documents.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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 LLP, 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.
A legal opinion in connection with shares issued under the
Plan was rendered by Chandra G. Houston, Esq., who is an
attorney for and employee of the Company.
Item 8. Exhibits.
4.01 Copy of Executive Long-Term Incentive Award Stock
Plan [filed as Exhibit 10.10 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1988 and incorporated by reference
herein].
4.02 Restated Articles of Incorporation, as amended
[filed as Exhibit 3.01 to the Registrant's Form
10-Q for the quarter ended March 31, 1992 and
incorporated by reference herein].
4.03 By-laws [filed as Exhibit 3.02 to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1991 and incorporated by
reference herein].
5.01 Opinion of counsel.
23.01 Independent Auditors' Consent. [Previously Filed]
23.02 Independent Auditors' Consent. [Previously Filed]
23.03 Consent of legal counsel (see Item 5.01)
24.01 Power of attorney.
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 of the requirements for filing on
Form S-8 and has duly caused this Post-Effective Amendment No.
Two to its 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: (Arland D. Brusven)
Arland D. Brusven
Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment No. Two to its
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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: (Arland D. Brusven) January 24, 1996
Arland D. Brusven (attorney-in-fact)
EXHIBIT INDEX
METHOD OF EXHIBIT
FILING NO. EXHIBIT
DT 5.01 Opinion of Chandra G. Houston
DT 23.03 Consent of legal counsel (see
Item 5.01)
DT 24.01 Power of Attorney
DT = Filed electronically with this direct transmission.
Exhibit 5.01
January 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 600,000 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 600,000 shares of Common
Stock, par value $2.50 per share (the "shares"), pursuant to the
Company's Executive Long-Term Incentive Award Stock Plan (the
"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-8, as amended, relating to the Plan previously filed
by the Company pursuant to the Securities Act of 1933, and the
proposed Post-Effective Amendment No. Two to said Registration
Statement.
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 Post-Effective Amendment No. Two to the
Company's Registration Statement on Form S-8 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 "Item 5. Interests of Named Experts and Counsel" in said
Registration Statement.
Respectfully submitted,
(Chandra G. Houston)
Chandra G. Houston
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 1933, as amended, one or more registration statements and
one or more amendments to registration statements relating to
the issuance of up to 600,000 shares of Common Stock, par value
$2.50 per share in connection with its Executive Long-Term
Incentive Award Stock 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 600,000 shares of Common Stock, par value
$2.50 per share, for use in connection with its Executive
Long-Term Incentive Award Stock 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.
(James J. Howard) (Douglas W. Leatherdale)
James J. Howard Douglas W. Leatherdale, Director
Principal Executive
Officer & Director
(H. Lyman Bretting) (John E. Pearson)
H. Lyman Bretting, Director John E. Pearson, Director
(David A. Christensen) (G. M. Pieschel)
David A. Christensen, Director G. M. Pieschel, Director
(W. John Driscoll) (Margaret R. Preska)
W. John Driscoll, Director Margaret R. Preska, Director
(Dale L. Haakenstad) (A. Patricia Sampson)
Dale L. Haakenstad, Director A. Patricia Sampson, Director
(Allen F. Jacobson) (Edward J. McIntyre)
Allen F. Jacobson, Director Edward J. McIntyre
Principal Financial Officer
(Richard M. Kovacevich) (Roger D. Sandeen)
Richard M. Kovacevich, Director Roger D. Sandeen
Principal Accounting Officer
