Registration Statement No. 33-38700
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. THREE
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 plan)
John P. Moore Jr. Peter D. Clarke
Corporate Secretary Gardner, Carton & Douglas
Northern States Power Company 321 North Clark Street
414 Nicollet Mall Suite 3400
Minneapolis, Minnesota 55401 Chicago, Illinois 60610
(612)-330-5500 (312) 245-8685
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Additional Proposed Proposed
Title of each Amount maximum maximum Amount of
class of being offering aggregate registration
securities price
being registered per share offering fee
registered price
Common Stock,
Par Value
$2.50 Per 147,192 * * *
Share shs.
* Pursuant to Rule 416(b), no registration fee is required to
increase the number of shares being registered as a result of a stock split.
Amending the Registration Statement pursuant to Rule 416(b) to increase the
number of shares of common stock registered by this Registration Statement from
1,125,000 shares to 1,272,192 shares.
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, 1997;
(ii) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(iii) The Registrant's Current Reports on Form 8-K dated March 4, 1998,
March 5, 1998, March 5, 1998, March 16, 1998, April 22, 1998 and April 23, 1998.
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 consolidated historical financial statements of NSP as of December 31,
1997 and 1996 and for each of the three years in the period ended December 31,
1997 incorporated in this Registration Statement by reference to NSP's Annual
Report on Form 10-K for the year ended December 31, 1997, have been so
incorporated in reliance upon the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
Gary R. Johnson, Esquire, General Counsel of NSP, will pass upon the
legality of the shares of NSP Common Stock to be issued under the plan. Mr.
Johnson is the beneficial owner of 34,996 shares of NSP Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of 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
Registrant contains provisions of Section 302A.521 of the Statutes. The
Registrant's Restated Articles of Incorporation also contain provisions limiting
the liability of the Registrant's directors in certain instances.
The Registrant has obtained insurance policies indemnifying the Registrant
and the Registrant's directors and officers against certain civil liabilities
and related expenses.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
NO.
4.01 Copy of Amended and Restated Executive Long-Term Incentive Award Stock
Plan, effective as of January 1, 1998 [filed as Exhibit 10.01 to the
Registrant's Form 10-Q (file no. 1-3034) for the quarter ended March
31, 1998 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 (file No. 1-3034) for the quarter ended
March 31, 1992 and incorporated by reference herein].
4.03 By-laws of the Company [filed as Exhibit 4.03 to Post-Effective
Amendment No. Six to Registration Statement No. 2-61264 and
incorporated by reference herein].
5.01 Opinion of counsel.
23.01 Consent of independent accountants.
23.02 Consent of legal counsel (see Item 5.01).
24.01 Power of attorney.
ITEM 9. UNDERTAKINGS.
A. INDEMNIFICATION
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 in Item 6 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 Act 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 Act and will
be governed by the final adjudication of such issue.
B. SUBSEQUENT EXCHANGE ACT DOCUMENTS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. OTHER
The undersigned Registrant hereby also 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 represent 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 paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs 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.
SIGNATURES
THE REGISTRANT
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. Three 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 20th day of May, 1998.
NORTHERN STATES POWER COMPANY
/s/ Edward J. McIntyre
By: Edward J. McIntyre Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. Three to its Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
/s/ James J. Howard* Principal Executive
James J. Howard Officer
and Director
/s/ Edward J. McIntyre* Principal Financial
Edward J. McIntyre Officer
/s/ Roger D. Sandeen* Principal Accounting
Roger D. Sandeen Officer
/s/ H. Lyman Bretting* Director
H. Lyman Bretting
/s/ David A. Director
Christensen*
David A. Christensen
/s/ W. John Driscoll* Director
W. John Driscoll
/s/ Giannantonio Director
Ferrari*
Giannantonio Ferrari
/s/ Richard M. Director
Kovacevich*
Richard M. Kovacevich
/s/ Douglas W. Director
Leatherdale*
Douglas W. Leatherdale
/s/ Margaret R. Preska* Director
Margaret R. Preska
/s/ A. Patricia Sampson* Director
A. Patricia Sampson
*By: /s/ Edward J. McIntyre May 20, 1998
Edward J. McIntyre (attorney-in-fact)
EXHIBIT INDEX
METHOD OF EXHIBIT DESCRIPTION
FILING NO.
DT 5.01 Opinion of counsel.
DT 23.01 Consent of independent accountants.
DT 24.01 Power of attorney.
DT = Filed electronically with direct transmission of this Form S-8.
Exhibit 5.01
May 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W. Washington, D.C. 20549
Re: 106,392 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 106,392 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. Three 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. Three 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,
/s/
Gary R. Johnson
Vice President and General Counsel
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-38700) of Northern States Power
Company (NSP) of our report dated February 2, 1998 appearing on page 50 of
NSP's Annual Report on Form 10-K for the year ended December 31, 1997.
We also consent to the reference to us under the heading "Interests of
Named Experts and Counsel" in such Registration Statement.
PRICE WATERHOUSE LLP
/s/ Price Waterhouse LLP
Minneapolis, Minnesota
May 20, 1998
EXHIBIT 24.01
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, Post-Effective
Amendments to its registration statements for its Dividend Reinvestment and
Stock Purchase Plan, Employee Stock Ownership Plan and Executive Long-Term
Incentive Award Stock Plan in connection with the registration of additional
shares as a result of a common stock split.
WHEREAS, each of the undersigned holds the office or offices in the
Company herein below set opposite his/her name, respectively.
NOW, THEREFORE, each of the undersigned hereby constitutes and
appoints GARY R. JOHNSON, EDWARD J. MCINTYRE and JOHN P. MOORE, JR., and each
of them individually, 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 (i) Post-Effective Amendment Number One to the
registration statement relating to the issuance of up to an additional
1,248,438 shares pursuant to the Dividend Reinvestment and Stock Purchase
Plan; (ii) a Post-Effective Amendment to the registration statement on Form S-
8 relating to the issuance of up to an additional 278,468 shares pursuant to
the Employee Stock Ownership Plan; and (iii) Post-Effective Amendment Number
Three to the registration statement on Form S-8 relating to the issuance of up
to an additional 150,318 shares pursuant to the Executive Long-Term Incentive
Award Stock Plan, each such post-effective amendment to register additional
shares as a result of the common stock split, and to any and all amendments
(including post-effective amendments) to such Post-Effective Amendments, 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 22nd day of April, 1998.
/s/ James J. Howard /s/ Richard M. Kovacevich
James J. Howard, Principal Richard M. Kovacevich, Director
Executive Officer & Director
/s/ H. Lyman Bretting /s/ Douglas W. Leatherdale
H. Lyman Bretting, Director Douglas W. Leatherdale, Director
/s/ David A. Christensen /s/ Margaret R. Preska
David A. Christensen, Director Margaret R. Preska, Director
/s/ W. John Driscoll /s/ A. Patricia Sampson
W. John Driscoll, Director A. Patricia Sampson, Director
/s/ Giannantonio Ferrari /s/ Roger D. Sandeen
Giannantonio Ferrari, Director Roger D. Sandeen, Principal
Accounting Officer
/s/ Dale L. Haakenstad /s/ Edward J. McIntyre
Dale L. Haakenstad, Director Edward J. McIntyre, Principal
Financial Officer
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 22nd day of April, 1998, before me, Kathleen L. Hanlin, a
Notary Public in and for said County and State, personally appeared each of
the above-named directors and officers of Northern States Power Company, a
Minnesota corporation, and known to me to be the persons whose names are
subscribed to the foregoing instrument, and each person acknowledged to me
that he or she executed the same as his or her own free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed be
official seal on the date above set forth.
[Notary Seal]
/s/ Kathleen L. Hanlin
Notary Public
