Registration Statement No. 2-61264
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
POST-EFFECTIVE AMENDMENT NO. SIX
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)
EMPLOYEE STOCK OWNERSHIP 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) 330-7550 (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 278,466 shs * * *
Share
* 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 600,000 shares to 878,466
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) Northern States Power Company Employee Stock Ownership Plan's Annual
Report on Form 11-K for the year ended December 30, 1996;
(iii) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(iv) 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 Employee Stock Ownership Plan [filed as Exhibit 4.60 to the
Registrant's Annual Report on Form 10-K (file no. 1-3034) for the year
ended December 31, 1994 and incorporated by reference herein].
4.02 Amendment, effective April 1, 1997, to the Northern States Power
Company Employee Stock Ownership Plan
4.03 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].
4.04 By-laws of the Company as amended.
4.05 Trust Agreement under Employee Stock Ownership Plan, dated September
14, 1976, between Northern States Power Company and First Trust
Company of Saint Paul (as amended effective May 1, 1980) [Filed as
Exhibit (2) to the Company's Registration Statement on Form S-8 No. 2-
61264 and incorporated by reference herein].
4.06 Amendment, dated December 22, 1994, to Trust Agreement under Employee
Stock Ownership Plan.
5.01 Opinion of counsel of Gary R. Johnson.
23.01 Consent of independent accountants.
23.02 Consent of legal counsel (see Item 5.01).
23.03 Consent of independent accountants.
24.01 Power of Attorney.
The undersigned Registrant hereby undertakes that it will submit the
Northern States Power Company Employee Stock Ownership Plan, as amended, to the
Internal Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS to qualify the Plan.
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 and Plan hereby undertake 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 and each filing of the Plan's
Annual Report pursuant to 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 and Plan hereby also undertake:
(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 or Plan
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. Six 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. Six 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)
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Post-Effective Amendment No. Six to the Registration Statement to be signed
on behalf of the Plan by the undersigned, thereunto duly authorized, in the City
of Minneapolis, State of Minnesota, on May 20, 1998.
NORTHERN STATES POWER COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
BY: /s/ Edward J. McIntyre
Edward J. McIntyre
Vice President and Chief Financial Officer and The
Chairman of Pension Trust Administration Committee
EXHIBIT INDEX
Method of Exhibit
Filing No. Description
DT 4.02 Amendment, effective April 1, 1997, to the
Northern States Power Company Employee Stock
Ownership Plan
DT 4.04 By-laws of the Company as amended.
DT 4.06 Amendment, dated December 22, 1994, to Trust
Agreement under Employee Stock Ownership Plan.
DT 5.01 Opinion of counsel of Gary R. Johnson.
DT 23.01 Consent of independent accountants.
DT 23.03 Consent of independent accountants.
DT 24.01 Power of Attorney.
DT = Filed electronically with direct transmission of this Form S-8.
EXHIBIT 4.02
AMENDMENT TO THE
NORTHERN STATES POWER COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
Effective April 1, 1997
Effective as of April 1, 1997, the Northern States Power Company Employee Stock
Ownership Plan (the "Plan") is amended as follows:
1. The definition of "Employee" in section 2.1 of the Plan is amended to
read as follows:
"Employee" means a person who:
(a) is classified by an Employer as an employee of the Employer for
the purpose of federal income tax withholding;
(b) has not acknowledged or agreed in writing that he or she is an
independent contractor or non-employee consultant with respect to
services provided to that Employer; and
(c) has not acknowledged or agreed in writing that he or she is
ineligible for participation in the Plan.
A person's classification for federal income tax withholding purposes for
any period shall be determined solely on the basis of the Employee-assigned
classification in effect during that period; retroactive reclassification
of a person for tax purposes shall not render that person an Employee. A
determination by any court, government agency, or other entity that a
person is an employee for any purpose other than the accrual of benefits
under this Plan shall not affect a person's status under this Plan.
2. The following is added at the end of subsection (B) of Section 8.3 of
the Plan:
Notwithstanding anything in Article VI to the contrary, any amount payable
with respect to a Participant pursuant to a qualified order entered on or
after April 1, 1997, may be distributed to the alternate payee prior to the
Participant's termination of employment without regard to whether the
Participant has attained age 50.
The above amendment is hereby adopted by Northern States Power Company, acting
pursuant to the power reserved to it under Section 9.1 of the Plan this 10th day
of March, 1997.
NORTHERN STATES POWER COMPANY
By: /s/ Cynthia L. Lesher
Cynthia L. Lesher
Vice President, Human Resources
And By: /s/ Gary R. Johnson
Gary R. Johnson
Vice President and General Counsel
ATTEST:
By: /s/ Chandra G. Houston
Chandra G. Houston
Asst. Corporate Secretary
Exhibit 4.04
BYLAWS
OF
NORTHERN STATES POWER COMPANY
(a Minnesota corporation)
(as amended at a regular meeting of the Board of Directors held on April 22,
1998)
ARTICLE 1.
NAME, REGISTERED OFFICE, AND CORPORATE SEAL
Section 1. The name of the Company is NORTHERN STATES POWER
COMPANY.
Section 2. The location and post office address of its registered
office and principal place of business is 414 Nicollet Mall, Minneapolis,
Hennepin County, Minnesota.
Section 3. The Company may establish and maintain an office or
offices at such other places within or without the State of Minnesota as the
Board of Directors may from time to time determine.
Section 4. The corporate seal of the Company shall have inscribed
thereon the name of the Company and the words "Corporate Seal, Minnesota". In
lieu of causing the corporate seal to be impressed upon any bond, debenture,
note, contract, or other instrument required or authorized to bear the corporate
seal of the Company, the Board of Directors may authorize a facsimile of said
seal to be engraved or printed thereon, and such facsimile, when so engraved or
printed, shall be and constitute the corporate seal of the Company for such
purpose.
ARTICLE 2.
BOARD OF DIRECTORS
Section 1. The business and property of the Company shall be managed
and controlled by a Board composed of seven (7) directors, which may be
increased to such greater number, not exceeding fifteen (15), as may be
determined by the Board of Directors or by shareholders in accordance with the
provisions of this Article. The number of directors shall be determined by the
Board of Directors, and if the Board fails to make such determination, then the
number may be determined by the shareholders at any annual or special meeting of
shareholders.
Section 2. A director shall hold office until the next annual meeting
of the shareholders and until his successor is elected and qualifies. At the
annual meeting of shareholders in 1974, the Board of Directors of the Company
shall be divided into three classes as nearly equal in number as possible, with
the term of office of one class expiring each year. Directors in Class I shall
be elected to hold office until the next succeeding annual meeting; directors in
Class II shall be elected to hold office until the second succeeding annual
meeting; and directors in Class III shall be elected to hold office until the
third succeeding annual meeting, and, in each of the foregoing cases, until
their respective successors are duly elected and qualify. At each subsequent
annual meeting of shareholders, the successors to the class of directors whose
term shall then expire shall be elected by the shareholders to hold office until
the third succeeding annual meeting, and until their respective successors are
duly elected and qualify. If, at any meeting of shareholders, commencing with
the annual meeting of shareholders in 1974, due to the initiation of the
classified method of electing directors or due to a vacancy or vacancies on the
Board of Directors, or otherwise, directors of more than one class are to be
elected, each class of directors to be elected at the meeting shall be nominated
and voted for in a separate election.
Section 3. During the intervals between annual meetings the number of
directors may be increased, and may be decreased by the number of vacancies then
existing, by the Board of Directors, within the limitations of Section 1 of this
Article, and in case of any such increase the Board may fill the vacancies so
created but in such event there shall be no classification of the additional
directors until the next annual meeting of the shareholders. No decrease in the
Board shall shorten the term of any incumbent director.
Section 4. Vacancies in the Board of Directors may be filled by the
remaining members of the Board though less than a quorum. Each person so elected
to fill a vacancy shall remain a director for the unexpired term in respect of
which such vacancy occurred and until his successor is elected and qualifies.
Section 5. In addition to the powers and authority expressly conferred
upon them by these Bylaws, the Board of Directors may exercise all such powers
and do all such acts and things as may be exercised or done by the Company, but
subject, nevertheless, to the provisions of statute, the Articles of
Incorporation, and these Bylaws.
Section 6. Without limiting the general powers conferred by Section 5
of this Article, and other powers conferred by statute, by the Articles of
Incorporation, and by these Bylaws, it is hereby expressly declared that the
Board of Directors shall have the following powers, that is to say:
(a) To purchase or otherwise acquire for the Company any property,
rights, or privileges which the Company is authorized to acquire, for such
consideration and on such terms and conditions as it deems proper.
(b) At its discretion to pay for any property or rights acquired by the
Company either wholly or partly in money or in stock, bonds, debentures, or
other securities or property of the Company.
(c) To appoint any person or persons to accept and hold in trust for
the Company any property belonging to the Company, or in which it is interested,
and to do and execute all such things as may be requisite in relation to any
such trust.
(d) To in any manner aid, facilitate, and assist, in behalf of the
Company, in the construction, extension, improvement, equipment, maintenance,
and operation of any electric light plant or distribution system, electric
transmission or distribution lines, steam plant for heating and power or
distribution system, natural, manufactured, mixed, or liquid petroleum gas plant
or distribution system, gas or oil pipe lines, barge lines, coal mines, water
power or water plants, or telephone systems, and all property and things
appurtenant to or used in connection therewith, and for that purpose to use the
cash or capital stock or other securities or obligations of the Company to buy,
refund, guarantee, or otherwise secure the indebtedness against any such
properties and guarantee the bonds, debentures, indebtedness, dividends,
contracts, or other obligations of firms or other corporations.
(e) To authorize one or more officers, on behalf of the Company, to
borrow money, make and issue notes, bonds, and other evidences or indebtedness,
execute mortgages, deeds of trust, trust agreements, and instruments of pledge
or hypothecation, and do all other acts necessary to effectuate the same.
(f) To designate the persons authorized, on the Company's behalf, to
make and sign notes, receipts, acceptances, endorsements, drafts, checks, or
other orders for the payment of money, releases, contracts, and other
instruments, and, when appropriate, to make provision for the use of facsimile
signatures thereon.
(g) To designate the persons authorized, on the Company's behalf, to
vote upon or to assign and transfer any shares of stock, bonds, or other
securities of other corporations held by the Company.
Section 7. Meetings of the Board of Directors shall be held at the
registered office of the Company, but the chairman of the Board, the President,
or a majority of the Board may from time to time designate some other place
within or without the State of Minnesota for the holding of any such meeting or
meetings.
Section 8. Regular meetings of the Board of Directors may be held,
without notice, at such times as shall be determined from time to time by
resolution of the Board.
Section 9. Special meetings of the Board of Directors shall be held
whenever called by the Chairman of the Board, by the President, or by a majority
of the Board.
Section 10. The Secretary shall give notice of a special meeting of
the Board of Directors to each director, either by mail or by telegraph, at
least two days before said meeting. Any director may in writing, either before
or after the meeting, waive notice thereof; and, without notice, any director by
his attendance at any meeting shall be deemed to have waived notice.
Section 11. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
Section 12. The Board of Directors shall elect the Officers of the
Company, who shall hold office until they are removed or their successors are
elected and qualify.
Section 13. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, and the acts of a majority of the
directors present at a meeting at which a quorum is present shall be the acts of
the Board of Directors, except as may be otherwise specifically provided by
statute, by the Articles of Incorporation, or by these Bylaws. At any meeting
at which there is less than a quorum present, the director or directors present
shall have power by a majority vote to adjourn the meeting from time to time
without notice other than announcement at the meeting. At any adjourned meeting
at which a quorum is present any business may be transacted which might have
been transacted by a quorum of the directors at the meeting as originally
convened.
Section 14. Any action which might be taken at a meeting of the Board
of Directors may be taken without a meeting if done in writing signed by all of
the directors.
Section 15. Inasmuch as the directors of the Company are men of large
and diversified business interests and are likely to be connected with other
corporations with which this Company may have business dealings from time to
time, no contract or other transaction between this Company and any other
corporation shall be affected by the fact that directors of this Company are
interested in, or are directors or officers of, such other corporation, and any
director individually may be a party to or may be interested in any contract or
transaction of this Company, provided that any such contract or transaction
referred to in this section shall be approved or be ratified by the affirmative
vote of a majority of the members of the Board not so interested.
Section 16. The Board of Directors may provide for the payment to each
director of a fixed annual fee, a fixed fee for attendance at each meeting of
the Board or of any committee thereof, or a combination of the foregoing fees,
and the expenses of each director for attendance at each meeting of the Board or
of any committee thereof; provided, however, that no part of any such fee shall
be paid to any director during any year when there is in effect a prior written
request from such director that all or a portion of said fees not be paid to
him. Nothing herein shall be construed to preclude any director from serving the
Company in any other capacity as an officer or otherwise and receiving
compensation therefor.
ARTICLE 3.
OFFICERS
Section 1. (a) The officers of the Company shall be a Chairman of the
Board, a President, one or more Vice Presidents any of whom may have such
additional designation as the Board of Directors may provide, a Secretary and
one or more Assistant Secretaries, a Treasurer and one or more Assistant
Treasurers, and such other officers as may from time to time be elected or
appointed by the Board of Directors. The filling of the office of Chairman of
the Board shall be discretionary with the Board of Directors. Any two of the
offices, except those of President and Vice President, may be held by the same
person.
(b) At its discretion, the Board of Directors at any time, be
resolution, may recognize the outstanding services of an individual to the
Company by conferring upon him the honorary title of "Honorary Chairman of the
Board", such title to be held for such limited period of time, or for life, as
may be determined by the Board. Except when used in Article 4 of these Bylaws,
the words "director", "directors", "Board of Directors", "members of the Board",
"Board", "officer", and "officers", wherever used in the Articles of
Incorporation or in these Bylaws, shall not be construed to mean or to include
the Honorary Chairman of the Board.
(c) At its discretion, the Board of Directors at any time, by
resolution, may recognize the outstanding services of an individual who has
served as Chairman of the Board of the Company by conferring upon him the
honorary title of "Chairman Emeritus", such title to be held for such limited
period of time, or for life, as may be determined by the Board. The action of
the Board of Directors in conferring the honorary title of "Chairman Emeritus"
upon such individual shall not constitute such individual an officer of the
Company and shall not otherwise affect the status of such individual as a member
of the Board.
(d) The Board of Directors shall designate the Chief Executive Officer
of the Company who shall have general active management of the business of the
Company.
Section 2. The Chairman of the Board shall preside at all meetings of
the shareholders and the Board of Directors, shall be ex officio member of all
standing committees and shall have such other powers and perform such other
duties as may be prescribed by the Board.
Section 3. The President, in the absence of the Chairman of the Board,
shall preside at all meetings of the shareholders and the Board of Directors and
shall be an ex officio member of all standing committees. The President shall
have general supervision and direction of the affairs of the Company and shall
have all the powers and duties appurtenant to the office of President of a
corporation. The President shall report to the Board all matters within his or
her knowledge which the interests of the Company may require to be brought to
their notice; shall make such other reports to the shareholders and the Board as
may be required; and shall perform all such duties as are properly required by
the Board.
Section 4. The Vice Presidents shall be vested with all the powers and
shall perform all the duties of the President in the order designated by the
President in case of his absence and in the order designated by the President or
by the Board of Directors in case of his disability, and shall have such other
powers and perform such other duties as may be prescribed by the President or by
the Board.
Section 5. The Secretary shall give, or cause to be given, all notices
required by statute, by the Articles of Incorporation, or by these Bylaws. He
shall act as secretary of all the meetings of the shareholders and of the Board
of Directors and shall record the proceedings of all such meetings in the book
or books kept for that purpose. Unless otherwise prescribed by the Chief
Executive Officer of the Company, he shall keep, or cause to be kept, a record
of all certificates of stock issued and all transfers thereof, which shall show
the names and addresses of the holders of such certificates and dates of
issuance and transfer, and shall perform such other duties as may be prescribed
by the Chief Executive Officer or by the Board.
Section 6. The Assistant Secretaries shall be vested with all the
powers and shall perform all the duties of the Secretary in the absence or
disability of the latter, and shall perform such other duties as may be
prescribed by the President or by the Board of Directors.
Section 7. (a) The Controller, unless otherwise provided by the Board
of Directors, shall be the principal accounting officer of the Company. He
shall have executive direction of all accounting functions, and shall keep, or
cause to be kept, appropriate and complete books of account, and shall render to
the President and to the Board of Directors such reports as may be required from
time to time. He shall have such other powers and duties as are commonly
incidental to the office of controller and as may be prescribed for him by the
Board of Directors or the President.
(b) The Treasurer shall have the care and custody of the Company's
funds, securities, evidences of indebtedness, and other valuable financial
documents and shall deposit, or cause to be deposited, all moneys and other
valuable effects in the name of and to the credit of the Company in such
depositories as shall be designated by the Board of Directors. He shall have
the power to endorse for deposit all checks, notes, and drafts payable to the
Company. He shall disburse the funds of the Company when authorized by proper
vouchers for such disbursements. He shall have such other powers and duties as
are commonly incidental to the officer of Treasurer and as may be prescribed for
him by the Board of Directors, the President, or such other officer as may be
directed by the President.
Section 8. The Assistant Treasurers shall be vested with all the
powers and shall perform all the duties of the Treasurer in the absence or
disability of the latter, and shall perform such other duties as may be
prescribed by the President or by the Board of Directors.
Section 9. In case of the absence or disability of any officer of the
Company, or for any other reason deemed sufficient by it, the Board of Directors
may delegate the powers and duties of such officer to any other officer or to
any director for the time being.
Section 10. A bond in such sum, in such form, and with such security,
surety or sureties, as may be satisfactory to the Board of Directors, may be
required by the Board from the Treasurer, and such other officers, employees,
and agents of the Company as the Board may specify, conditioned on the faithful
performance of the duties of their office, and for the restoration to the
Company, when demanded, of all books, papers, vouchers, money, securities, and
property of whatever kind in their possession belonging to the Company. All
premiums on such bonds shall be paid by the Company.
Section 11. The salaries of all officers shall be fixed by the Board
of Directors.
Section 12. An Officer shall hold office from the date elected by the
Board of Directors until the earlier of his/her removal or until his/her
successor is elected and qualifies. Any Officer may be removed by the Board of
Directors at any time with or without cause.
Section 13. A vacancy in any office may be filled by the Board of
Directors at any time.
ARTICLE 4.
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS
Section 1. The Company shall indemnify any person made or threatened
to be made a party to a proceeding by reason of the former or present official
capacity of the person acting for the Company or acting in an official capacity
with another entity at the direction or request of the Company, according to the
terms and under the procedures provided in Minnesota Statutes Sec. 302A.521.
Section 2. The indemnification provided by this Article shall inure to
the benefit of the heirs, executors, administrators and personal representatives
of any person acting in an official capacity for the Company.
Section 3. The Company may purchase and maintain insurance on behalf
of a person in that person's official capacity against any liability asserted
against and incurred by the person in or arising from that capacity, whether or
not the Company would be required by law to indemnify the person against the
liability.
ARTICLE 5.
ISSUANCE AND TRANSFER
OF CERTIFICATES OF SHARES
Section 1. Every certificate of shares shall be numbered and shall be
entered on the books of the Company as it is issued. It shall be signed by the
Chairman of the Board, President or a Vice President and by the Secretary or an
Assistant Secretary and shall bear the corporate seal. The foregoing signatures
and the corporate seal upon such certificate may be facsimiles, engraved or
printed on such certificate.
Section 2. Transfers of shares shall be made on the books of the
Company only by the person named in the certificate, or by his attorney lawfully
constituted in writing, and upon surrender of such certificate.
Section 3. In case of the loss, destruction, or theft of a certificate
of shares, a new certificate may be issued in its place upon the submission of
satisfactory proof of such loss, destruction, or theft and a bond of indemnity
satisfactory to the Treasurer.
Section 4. The Company shall be entitled to treat the holder of record
of any share or shares as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, save as expressly provided by statute.
Section 5. The Board of Directors shall have authority to appoint one
or more registrars or transfer agents for any or all classes of shares of the
Company, to make such rules and regulations as it may deem expedient concerning
the issuance, registration, and transfer of such shares, and to remove such
registrars or transfer agents, or any of them, and appoint another or others in
its or their stead. A certificate of shares of any class for which one or more
registrars or transfer agents shall have been so appointed shall not be valid
until countersigned by a registrar or a transfer agent, or both, as the case may
be, which countersignature may be in facsimile form.
ARTICLE 6.
SHAREHOLDERS
Section 1. The annual and special meetings of shareholders shall be
held at the registered office of the Company, but the Board of Directors may
designate some other place within or without the State of Minnesota for the
holding of any such meeting or meetings. Written notice of each meeting of
shareholders, stating the time and place, and, in case of a special meeting, the
purpose, shall be given by the Secretary to each shareholder entitled to vote at
such meeting, not less than ten days prior to the date of such meeting.
Section 2. The Chairman of the Board shall preside at all meetings of
the shareholders, and in his absence or disability or at his request the
President shall preside, and in the absence or disability of both said officers
a Vice President shall preside.
Section 3. The Board of Directors may, within the limitations of the
statute, fix a record date for the determination of shareholders entitled to
receive notice of and to vote at any meeting of shareholders, and a record date
for the determination of shareholders entitled to receive payments of any
dividend or distribution or allotment of rights or to exercise rights with
respect to any change, conversion, or exchange of shares, and may close the
books of the Company against the transfer of shares during the whole or any part
of the period so fixed.
Section 4. The annual meeting of shareholders shall be held on the
date and time and at the location designated by the Board of Directors.
Section 5. Special meetings of the shareholders may be called and held
as provided by Minnesota Statutes.
Section 6. The holders of a majority of the voting power of the shares
issued and outstanding and entitled to vote, present in person or by proxy,
shall constitute a quorum at all meetings of shareholders for the transaction of
business, except as otherwise provided by statute, by the Articles of
Incorporation, or by these Bylaws. In the absence of a quorum, any meeting may
be adjourned from time to time. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
Section 7. At each meeting of shareholders every shareholder of
record, or his legal representatives, at the date fixed by the Board of
Directors for the determination of the persons entitled to vote at a meeting of
shareholders, or, if no date has been so fixed, then at the close of the
thirtieth day preceding the date of the meeting, shall be entitled at such
meeting to one vote for each share standing in his name on the books of the
Company and such additional votes for such share as may be provided for by the
Articles of Incorporation. A shareholder may cast his vote in person or by
proxy. The appointment of a proxy shall be in writing filed with the Secretary
at or before the meeting. The vote for directors, and, upon the demand of any
shareholder, the vote upon any question before the meeting, shall be by ballot.
All elections shall be had and all questions decided by a plurality vote.
Section 8. In advance of any meeting of shareholders, the Chairman of
the Board shall appoint three or more inspectors of election, who need not be
shareholders, as to the matters to be submitted to a vote at any such meeting,
or any adjournment thereof. The inspectors of election when so appointed shall
take charge of all proxies and ballots and shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
and the existence of a quorum. They shall determine all questions relating to
the qualifications of voters, the authenticity, validity, and effect of proxies,
and the acceptance or rejection of votes, challenges, and questions arising in
any way in connection with the right to vote and the counting and tabulation of
such votes. They shall determine the number of votes cast for any office or for
or against any proposal, and shall determine and report the results to the
meeting. The inspectors shall take an oath that they will perform their duties
impartially, in good faith, and to the best of their ability and as
expeditiously as is practical. If, for any reason, an inspector previously
appointed shall fail to attend or refuse or be unable to serve, the vacancy
shall be filled by the Chairman of the Board in advance of convening the
meeting, or at the meeting by the person acting as Chairman. Each report of the
inspectors shall be in writing and signed by the inspectors. The report of a
majority shall be the report of the inspectors.
Section 9. (a) At any annual meeting or any special meeting of
shareholders, only such business shall be conducted, and only such proposals
shall be acted upon as shall have been brought before the meeting (i) by, or at
the direction of, the Board of Directors, or (ii) by any shareholder of the
Company who complies with the requirements of Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, or (iii) by any shareholder of the Company who
complies with the notice procedures set forth in this Section 9.
(b) For a proposal to be properly brought before an annual or special
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the Company. To be timely, a shareholder's
notice must be delivered to, or mailed and received at, the principal
executive offices of the Company not less than twenty (20) days nor more than
ninety (90) days prior to the scheduled meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than thirty (30) days' notice or prior public
disclosure of the date of the scheduled meeting is given or made, notice by the
shareholder, to be timely, must be so delivered or received not later than the
close of business on the tenth (10th) day following the earlier of the day on
which such notice of the date of the scheduled meeting was mailed or the day on
which such public disclosure was made.
(c) A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the meeting (i) a brief
description of the proposal desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (ii) the name and address,
as they appear on the Company's books, of the shareholder proposing such
business and any other shareholder known by such shareholder to be supporting
such proposal who is the record or beneficial owner (as such term is defined in
Rule 13d-3 or 13d-5 under the Securities Exchange Act of 1934, as amended) of
any equity security of the Company, (iii) the class and number of shares of the
Company's equity securities which are beneficially owned (as defined above) and
owned of record by the shareholder giving the notice on the date of such
shareholder notice and by any other record or beneficial owners of the Company's
equity securities known by such shareholder to be supporting such proposal on
the date of such shareholder notice, and (iv) any financial or other interest of
the shareholder in such proposal.
(d) The Chairman of the Board may reject any shareholder proposal not
timely made in accordance with the terms of this Section 9. If the Chairman of
the Board determines that the information provided in a shareholder's notice
does not satisfy the informational requirements of this Section 9 in any
material respect, the Secretary of the Company shall promptly notify such
shareholder of the deficiency in the notice. The shareholder shall have an
opportunity to cure the deficiency by providing additional information to the
Secretary within such period of time, not to exceed five (5) days from the date
such deficiency notice is given to the shareholder, as the Chairman of the Board
shall reasonably determine. If the deficiency is not cured within such period,
or if the Chairman of the Board determines that the additional information
provided by the shareholder, together with the information previously provided,
does not satisfy the requirements of this Section 9 in any material respect,
then the Chairman of the Board may reject such shareholder's proposal. The
Secretary of the Company shall notify a shareholder in writing whether such
person's proposal has been made in accordance with the time and information
requirements of this Section 9. Notwithstanding the procedures set forth in
this paragraph, if the Chairman of the Board does not make a determination as to
the validity of any shareholder proposal under Section 9(c), the chairman of the
annual or special meeting of shareholders shall determine and declare at the
meeting whether the shareholder proposal was made in accordance with the terms
of Section 9. If the chairman of such meeting determines that a shareholder
proposal was not made in accordance with the terms of this Section 9, he or she
shall so declare at the meeting and any such proposal shall not be acted upon at
the meeting.
(e) This provision shall not prevent the consideration and approval or
disapproval at any meeting of reports of officers, directors and committees of
the Board of Directors, but, in connection with such reports, no new business
shall be acted upon at such meeting unless stated, filed and received as herein
provided.
ARTICLE 7.
FISCAL YEAR
Section 1. The fiscal year of the Company shall begin on the first day
of January and terminate on the last day of December in each year.
ARTICLE 8.
INTERPRETATION
Section 1. In these Bylaws, unless there shall be something in the
subject or context inconsistent therewith:
(a) "Notice" means a notice in writing given by mail to any director,
officer, or shareholder by depositing the same in the United States mail, with
postage prepaid, and addressed to such director, officer, or shareholder at his
address as the same appears on the books of the Company; and the time of mailing
shall be deemed to be the time of the giving of the notice.
(b) "Qualify" means filing with the Secretary a written acceptance, or
entering upon the duties, of an office.
(c) "Statute" means any applicable statute of the State of Minnesota.
(d) The specification in these Bylaws of rights, powers, duties, and
procedures shall not be deemed to exclude other applicable rights, powers,
duties, and procedures provided for by statute or by the Articles of
Incorporation which are not incorporated herein and which are not inconsistent
with these Bylaws.
(e) Words importing the singular number include the plural and vice
versa. Words importing males include females, and words importing natural
persons include corporations.
ARTICLE 9.
AMENDMENTS
Section 1. These Bylaws may be amended by the shareholders or by the
Board of Directors as provided by the Articles of Incorporation.
EXHIBIT 4.06
NSP EMPLOYEE STOCK OWNERSHIP PLAN TRUST
Amendment to Section 4
Pursuant to Section 9 of the NSP Employee Stock Ownership Plan Trust ("Trust"),
the undersigned officers of Northern States Power Company, a Minnesota
corporation, and First Trust National Association, a national banking
association incorporated under the laws of the United States of America,
formerly known as First Trust Company of Saint Paul, hereby amend the Trust by
adding the following at the end of Section 4 of the Trust:
The Trustee also shall have the power to hold uninvested reasonable
amounts of cash to the extent it deems advisable to facilitate
disbursements or for other operational reasons, and to deposit the
same, with or without interest, in the commercial or savings
departments of the Trustee serving hereunder or of any other bank,
trust company or other financial institution including those
affiliated in ownership with the Trustee.
IN WITNESS WHEREOF, Northern States Power Company and First Trust National
Association have caused this amendment to be signed by their duly authorized
officers this 22nd day of December, 1994.
NORTHERN STATES POWER COMPANY
By: _/s/ C. L.Lesher
Its: Vice President - Human Resources
By: /s/ Gary R. Johnson
Its: Vice President, General Counsel and
Secretary
FIRST TRUST NATIONAL ASSOCIATION
By: /s/_Michael J. Clark
Its: Vice President
By: /s/_Thomas F. Beaupre
Its: Vice President
Exhibit 5.01
May 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 12,978 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
12,978 shares of Common Stock, par value $2.50 per share (the "shares"),
pursuant to the Company's Employee Stock Ownership 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. Six 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. Six 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. 2-61264) 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 23.03
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-61264) of Northern States Power Company (NSP) of
our report dated June 27, 1997 appearing on page 9 of the Annual Report on
Form 11-K for the year ended December 30, 1996 of the NSP Employee Stock
Ownership Plan.
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
