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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 26, 1999
Northern States Power Company
(Exact Name of Registrant as Specified in Charter)
Minnesota 1-3034 41-0448030
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
414 Nicollet Mall 55401
Minneapolis, Minnesota (Zip Code)
(Address of Principal Executive Offices)
(612) 330-5500
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
Exhibit 99.1 hereto contains presentation materials used at analysts'
meetings in connection with the announcement by Northern States Power Company, a
Minnesota corporation ("NSP"), and New Century Energies, Inc., a Delaware
corporation ("NCE"), of the execution of an Agreement and Plan of Merger, dated
as of March 24, 1999, by and between NSP and NCE, and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Analyst Meeting Presentation Materials.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHERN STATES POWER COMPANY
(a Minnesota Corporation)
By /s/ John P. Moore, Jr.
---------------------------
John P. Moore, Jr.
Corporate Secretary
Dated: March 29, 1999
-3-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
99.1 Analyst Meeting Presentation Materials.
-4-
Exhibit 99.1
[NCE LOGO] [NSP LOGO]
Some of the information contained herein includes forward-looking statements
that are subject to certain risks, uncertainty and assumptions. Factors which
could cause results to differ from projections contained herein are described in
NSP's and NCE's Annual Reports and Forms 10-K and NRG's Form 10-K, which will
be provided upon request.
1
<PAGE>
CREATING SHAREHOLDER VALUE
- Two Financially Strong, Competitive
Companies
- Strategic Merger of Equals
- Platform For Growth
- Acceleration of Earnings
2
<PAGE>
TERMS OF TRANSACTION
NSP NCE
--- ----
Exchange Rate 1:1 1.55:1
Shares Outstanding 153.1 114.9
% of Ownership 46% 54%
Dividend Rate $1.50 per share
NCE dividend rate
adjusted for exchange ratio
3
<PAGE>
Graphic indicating the following:
NSP has operations in portions of:
- North Dakota
- South Dakota
- Minnesota
- Michigan
- Wisconsin
- Arizona
NCE has operations in portions of:
- Wyoming
- Colorado
- Kansas
- New Mexico
- Oklahoma
- Texas
4
<PAGE>
MERGER STATISTICS
<TABLE>
Dollars in Billions
<CAPTION>
NSP NCE COMBINED
--- --- --------
<S> <C> <C> <C>
Market Value* $4.1 $4.4 $8.5
Revenue
Electric $2.3 $2.7 $5.0
Gas $0.5 $0.8 $1.3
Total Assets $7.4 $7.7 $15.1
</TABLE>
* As of 3/24/99
5
<PAGE>
TOTAL US REGULATED GENERATION RANKING
[bar graph containing the following information:]
Thousands of MW
---------------
Edison Int'l 15
New Company 15*
FPL Group 16
Duke Energy 17
Texas Utilities 21
Southern Company 32
* Excluding 6,587 Mw non-regulated generation
6
<PAGE>
TRANSMISSION NET PLANT INVESTMENT
[bar graph containing the following information:]
Dollars in Billions
-------------------
Con Edison 1.1
FPL Group 1.2
PG&E 1.3
New Company 1.4
Edison Int'l 1.9
Southern Company 2.5
7
<PAGE>
CUSTOMER RANKING - REGULATED
[bar graph containing the following information:]
Millions of Domestic Customers
------------------------------
Texas Utilities 4.0
Con Edison 4.0
Edison Int'l 4.2
New Company 4.4*
PSE&G 5.5
PG&E 8.2
* Excludes 2.1 million international customers
The bar graph indicates that approximately one-third of New Company's
domestic customers are gas customers and approximately two-thirds of New
Company's domestic customers are electric customers.
8
<PAGE>
<TABLE>
NON-REGULATED OPERATIONS
<CAPTION>
Non- Energy
regulated Energy Marketing
Generation Services and Trading Other
<S> <C> <C> <C> <C> <C> <C> <C>
NRG Quixx EMI Planergy/ NSP e prime Seren Utility Eng.
ep3 Cadence Eloigne Natural
Ultra Fuels
Power
6,340 247 $54 $9 $121 $255 $29 $114
Mw Mw Million Million Million Million Million Million
Sales Sales Sales Sales Sales Sales
Combined: Combined: Combined: Combined:
6,587 Mw $63 million $376 million $143 million
</TABLE>
9
<PAGE>
MARKET CAPITALIZATION
[bar graph containing the following information:]
<TABLE>
<CAPTION>
Billions of Dollars
-------------------
<S> <C>
New Company $8.6
Edison Int'l $8.7
PSE&G $8.9
PECO Energy $9.7
FPL Group $10.4
Consolidated Edison $11.1
PG&E $12.6
Texas Utilities $12.9
Southern Co. $18.1
Duke Energy $21.0
</TABLE>
10
<PAGE>
SHAREHOLDER BENEFITS
- Strategic fit
- Improves competitive position
- Accretive first year
- Increased EPS growth rate
11
<PAGE>
MERGER ADDS SIGNIFICANT EPS GROWTH
[graph containing the following information:]
Y-axis: EPS Index from 100 to 160
X-axis: Years 2000 through 2005
EPS Index Value
2000 2001 2002 2003 2004 2005
Annual EPS Growth Rate
With Merger
9% 100.0 109.0 118.8 129.5 141.2 153.9
7% 100.0 107.0 114.5 122.5 131.1 140.3
Annual EPS Growth Rate
Without Merger
7% 100.0 107.0 114.5 122.5 131.1 140.3
5% 100.0 105.0 110.3 115.8 121.6 127.6
12
<PAGE>
BOND RATING
NSP PSC SPC
--- --- ---
Standard & Poor's AA A A
Moody's Aa3 A3 Aa2
Fitch AA
Duff & Phelps A AA
13
<PAGE>
CREATING SHAREHOLDER VALUE
- Two Financially Strong, Competitive
Companies
- Strategic Merger of Equals
- Platform For Growth
- Acceleration of Earnings
14
