SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 29, 2000
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NORTHERN STATES POWER COMPANY
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(Exact name of registrant as specified in its charter)
MINNESOTA
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(State or other jurisdiction of incorporation)
1-3034 41-0448030
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(Commission File Number) (IRS Employer Identification No.)
414 NICOLLET MALL, MPLS, MN 55401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-330-5500
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(Former name or former address, if changed since last report)
<PAGE>
Item 5 - Other Events
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On March 29, 2000, the Board of Directors of Northern States Power Company (NSP)
approved the potential sale in a public offering by its wholly owned subsidiary,
NRG Energy, Inc. of up to 18 percent interest in the common stock of NRG Energy.
NSP has concluded that this offering of NRG stock will not affect NSP's ability
to use the pooling of interests method of accounting for its pending merger with
New Century Energies. The purpose of the offering will be to raise capital to
fund a portion of NRG Energy's project investments and other capital
requirements for 2000. No proceeds of this offering will be received by
Northern States Power Company. For additional information see the press release
attached as exhibit 99.01.
Item 7. Financial Statements and Exhibits
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(c) EXHIBITS
Exhibit
No. Description
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99.01 Press Release dated March 29, 2000
Forward Looking Statements
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This document includes forward-looking statements that are subject to certain
risks, uncertainties and assumptions. Such forward-looking statements are
intended to be identified in this document by the words "anticipate,"
"estimate," "expect," "objective," "outlook," "projection," "possible,"
"potential" and similar expressions. Actual results may vary materially.
Factors that could cause actual results to differ materially include, but are
not limited to:
- - general economic conditions, including their impact on capital
expenditures;
- - availability or cost of capital such as changes in: interest rates; market
perceptions of the power generation industry, NSP or any of its subsidiaries;
or security ratings;
- - business conditions in the energy industry;
- - competitive factors;
- - unusual weather;
- - changes in federal or state legislation;
- - regulation;
- - currency translation and transaction adjustments;
- - regulatory delays or conditions imposed by regulatory agencies in approving
the proposed merger with New Century Energies, Inc.;
- - the higher degree of risk associated with NSP's nonregulated businesses as
compared to NSP's regulated business;
- - volatility of energy prices in a deregulated market environment;
- - the lack of operating history at NRG's development projects, the lack of NRG
operating history at the projects not yet owned and the limited operating
history at the remaining NRG projects provide only a limited basis for
management to project the results of future operations;
- - risks associated with timely completion of NRG projects, including obtaining
competitive contracts, obtaining regulatory and permitting approvals, local
opposition, construction delays and other factors beyond NRG's control;
- - the failure to timely satisfy the closing conditions contained in the
definitive agreements for the acquisitions of projects by NRG subject
to definitive agreements but not yet closed, many of which are beyond
NRG's control;
- - factors challenging the successful integration of projects not previously
owned or operated by NRG, including the ability to obtain operating synergies;
- - factors associated with operating in foreign countries including: delays in
permitting and licensing, construction delays and interruption of business,
political instability, risk of war, expropriation, nationalization,
renegotiation, or nullification of existing contracts, changes in law, and the
ability to convert foreign currency into United States dollars;
- - and the other risk factors listed from time to time by NSP in reports filed
with the Securities and Exchange Commission, including Exhibit 99.01 to NSP's
Annual Report on Form 10-K for the year ended Dec. 31, 1999.
NSP undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors pursuant to the Act should not be construed as
exhaustive.
<PAGE>
SIGNATURES
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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)
/s/
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Edward J. McIntyre
Vice President and Chief Financial Officer
March 29, 2000
EXHIBIT 99.01
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NRG PRESS RELEASE
NRG ENERGY RECEIVES APPROVAL FROM PARENT NSP FOR STOCK ISSUE
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MINNEAPOLIS (March 29, 2000) - The Board of Directors of Northern States Power
Company (NYSE: NSP) today approved the potential sale in a public offering by
its wholly owned subsidiary, NRG Energy, Inc. (NRG Energy), of up to 18 percent
interest in the Common Stock of NRG Energy. It is anticipated that a
registration statement with respect to the offering will be filed with the
Securities and Exchange Commission in April. The purpose of the offering will be
to raise capital to fund a portion of NRG Energy's project investments and other
capital requirements for 2000. No proceeds of this offering will be received by
Northern States Power Company.
NRG Energy is one of the world's leading independent power producers,
specializing in the development, construction, operation, maintenance and
ownership of low-cost, environmentally responsible power plants. Established in
1989, NRG Energy has a high quality portfolio of projects in the United States,
Europe, the Pacific Rim, and Latin America. NRG Energy is involved in over
28,000 MW of projects utilizing such diverse fuel sources as natural gas, oil,
coal and coal seam methane, biomass, landfill gas, and hydro, as well as refuse
derived fuel and geothermal energy.
This announcement does not constitute an offer of any of the securities of NRG
Energy for sale.
Certain information included in this press release contains statements that are
forward-looking. Such forward-looking information involves risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of NRG Energy. For more
information regarding these risks and uncertainties, review NRG Energy's filings
with the Securities and Exchange Commission.
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CONTACT:
Frank Rapley NSP Media Representatives
Director Communications 612-337-2167
NRG Energy, Inc.
612-373-8892
