<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 2000.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
NORTHERN STATES POWER COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MINNESOTA 41-04-48030
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401
(612) 330-5500
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
<TABLE>
<S> <C>
EDWARD J. MCINTYRE JOHN P. MOORE, JR.
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER VICE PRESIDENT AND CORPORATE SECRETARY
NORTHERN STATES POWER COMPANY NORTHERN STATES POWER COMPANY
414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401 414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401
(612) 330-7712 (612) 330-7550
</TABLE>
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
Copy To:
ROBERT J. JOSEPH
GARDNER, CARTON & DOUGLAS
321 NORTH CLARK STREET, CHICAGO, ILLINOIS, 60610
(312) 245-8754
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock (par value $2.50 per share) 4,000,000 $21.8125 $87,250,000 $23,034
</TABLE>
(1) These amounts are estimates made solely for the purpose of determining the
registration fee pursuant to Rule 457(c), and are based on the average of
the high and low prices of the Common Stock as reported by The Wall Street
Journal as New York Stock Exchange Composite Transactions for May 1, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 4, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
[LOGO]
NORTHERN STATES POWER COMPANY
414 Nicollet Mall
Minneapolis, Minnesota 55401
(612) 330-5560
DIRECT PURCHASE PLAN
COMMON STOCK
($2.50 PAR VALUE)
This Prospectus describes our Direct Purchase Plan. This Plan replaces our
previous dividend reinvestment plan. If you were a participant in the previous
dividend reinvestment plan, your participation was automatically continued in
the Direct Purchase Plan. Following completion of our merger with New Century
Energies, Inc., the Direct Purchase Plan will be renamed the Xcel Energy Direct
Purchase Plan.
Our Direct Purchase Plan provides participants with a convenient method of
purchasing shares of our common stock. Our common stock trades on the New York
Stock Exchange under the symbol "NSP." You may become a shareholder and a
participant in the plan if you make a minimum initial investment of $1,000. If
you are a participant in the plan, you may purchase additional shares of common
stock by reinvesting dividends and/or making cash payments. If you are an
employee of the Company, you may also participate through payroll deduction.
If you are a registered holder of NSP common or preferred stock, you may
participate in the plan by completing a Plan Authorization Form. If you are a
beneficial owner of shares held by a broker or other custodial institution for
your account, you may participate in the plan only if your broker has
established procedures that permit its customers to participate in plans such as
ours.
The shares issued under the plan may be new issue common stock or common
stock purchased on the open market. New issue common stock will be purchased
from the Company at the current market price on the investment date. The price
of common stock purchased on the market will be the weighted average price at
which shares are actually purchased.
A number of significant changes have been made to the plan and accordingly,
all current and prospective participants are encouraged to read this Prospectus
in its entirety. Among other things the administrator has been changed to
Norwest Bank Minnesota, shares will be purchased weekly, and a number of service
fees, payable by participants, have been instituted. These changes and others
are described below. In particular, please read pages 8 and 9 for a description
of the service fees that will be imposed for certain transactions under the
Plan. A complete description of the Plan begins on page 4 of this Prospectus.
Shares of common stock offered under the plan to persons who are not
currently stockholders of Northern States Power Company are offered through
Norwest Investment Services, Inc., a registered broker/dealer.
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT FOR
YOUR FUTURE REFERENCE.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 2000
<PAGE>
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with the
SEC. Under this process, we may, from time to time over the next several years,
sell up to 4,000,000 shares of our common stock. This Prospectus provides you
with a general description of the common stock we may offer. You should read
this Prospectus together with additional information described under the heading
"WHERE YOU CAN FIND MORE INFORMATION."
We believe we have included all information material to investors but
certain details that may be important for specific investment purposes have not
been included. To see more detail, you should read the exhibits filed with this
registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filing made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities.
- The Company's Annual Report on Form 10-K for the year ended December 31,
1999, including Exhibit 99.05 which describes our common stock.
- The Company's Current Reports on Form 8-K dated January 13, 2000,
February 23, 2000, March 3, 2000 and March 29, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Northern States Power Company
414 Nicollet Mall
Minneapolis, MN 55401
(612) 330-7550
You should rely only on the information incorporated by reference or
provided in this Prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front of those documents.
2
<PAGE>
[LOGO]
Northern States Power Company, a Minnesota corporation (the "Company"), is
an operating public utility engaged in the generation, transmission and
distribution of electricity in Minnesota, North Dakota and South Dakota. The
Company also distributes natural gas in Minnesota, North Dakota, South Dakota
and Arizona. Through our wholly-owned subsidiary, Northern States Power Company,
a Wisconsin corporation, we also engage in the generation, transmission and
distribution of electricity and the distribution of natural gas in Wisconsin and
Michigan.
The Company's other primary subsidiaries include:
- NRG Energy, Inc., which operates and owns interests in independent,
non-regulated power and energy businesses in the United States and other
countries.
- Viking Gas Transmission Company, which owns and operates an interstate
natural gas pipeline providing gas transportation services to customers in
the Upper Midwest from connections with three major pipelines in the
United States and Canada.
- Eloigne Company, which owns interests in affordable housing projects,
principally within the Company's service territory.
- Energy Masters International Inc., which offers performance contracting to
customers nationwide.
- Seren Innovations, which builds communication networks to deliver
telephone, cable TV and high speed Internet and data services.
The Company and its subsidiaries collectively are referred to herein as NSP.
The Company was incorporated in 1909 under the laws of Minnesota.
PROPOSED MERGER
We have entered into an Agreement and Plan of Merger with New Century
Energies, Inc., a Delaware corporation ("NCE"), dated as of March 24, 1999 (the
"Merger Agreement"), providing for a strategic business combination of the two
companies. Pursuant to the Merger Agreement, NCE will be merged with and into
NSP, with NSP as the surviving corporation in the merger (the "Merger"). The
combined company will be called Xcel Energy. In the Merger, each share of New
Century Energies will be converted into the right to receive 1.55 shares of
common stock of Xcel Energy. NSP common and preferred shares will remain
outstanding after the Merger on a one-for-one basis as shares of Xcel Energy.
The Merger was approved by the shareholders of both NSP and NCE on June 28,
1999. Consummation of the Merger is subject to the satisfaction or waiver of
certain closing conditions, including, among others, the receipt of government
and other authorizations. The Merger is expected to be completed in the middle
of 2000.
Additional information concerning the Merger and the Merger Agreement,
including pro forma combined financial information, is included in our Current
Report on Form 8-K dated April 23, 1999, our proxy statement dated May 19, 1999,
and in our Annual Report on Form 10-K for the year ended December 31, 1999 filed
with the Commission and incorporated by reference into this Prospectus.
We expect that after the Merger is completed, the plan will be renamed to
reflect the new name of the combined company, Xcel Energy, but will otherwise
remain unchanged.
3
<PAGE>
DESCRIPTION OF THE PLAN
PURPOSES
The plan provides you with a convenient and economical method of
systematically increasing your ownership interest in NSP through purchases of
common stock and the reinvestment of cash dividends in additional shares of
common stock. We may use the plan to raise capital for general corporate
purposes through the sale of new issue common stock.
FEATURES
The plan has the following features:
- OPEN TO NEW STOCKHOLDERS--If you do not currently own shares of common
stock you may become a participant in the plan by paying an account set-up
fee of $10 and making an initial investment of at least $1,000.
- AUTOMATIC REINVESTMENT OF DIVIDENDS--Cash dividends paid on all or a
specified percentage of shares of common and preferred stock are
automatically reinvested in additional shares of common stock.
- OPTIONAL CASH INVESTMENTS--You may make optional cash investments in
common stock of a minimum of $50 per investment up to an aggregate of
$100,000 annually. Optional cash investments may be made by automatic
monthly electronic funds transfer or by check or money order at weekly or
less frequent intervals, as you desire.
- FULL INVESTMENT OF PLAN FUNDS--Funds invested in the plan are fully
invested through the purchase of fractional shares, as well as full
shares. Cash dividends on fractional shares are reinvested in additional
shares of common stock.
- TELEPHONE TRANSACTIONS--You may establish telephone privileges for your
plan account, enabling you to execute certain plan orders by phone.
- SHARE SAFEKEEPING--You may deposit for safekeeping certificates
representing shares of common stock held in certificate form, whether or
not the shares were issued under the plan, at no cost to you.
- ACCOUNT STATEMENTS--Account statements detailing your plan activities are
mailed to you on a quarterly basis, following each optional cash payment,
and following each plan transaction.
CONSIDERATIONS
You should consider the following prior to participating in the plan:
- BROKERAGE COMMISSIONS--You will pay a brokerage commission for each share
of common stock purchased or sold for your plan account in open market
transactions. Brokerage commissions do not apply to the purchase of shares
upon their original issuance by NSP.
- SERVICE FEES--You will also pay a service fee as described herein for
certain plan transactions.
- INVESTMENT TIMING; PRICE RISKS--Because the prices at which plan shares
are purchased are determined as of specified dates or as of dates
otherwise beyond your control, you may lose certain advantages otherwise
available from being able to select the timing of your investment. For
example, because the price charged to you for shares purchased in the open
market or in negotiated transactions is the weighted average price at
which the shares are actually purchased over a period of up to 15 days
following an investment date, you may pay a higher price for
4
<PAGE>
shares purchased under the plan than for shares purchased on the
investment date outside of the plan.
- NO INTEREST PENDING INVESTMENT--No interest is paid on optional cash
investments pending their investment in common stock.
ADMINISTRATION
As of the date of this Prospectus, administration of the plan is handled by
Norwest Shareowner Services, a division of Norwest Bank Minnesota, N.A. (the
"Plan Administrator"). The Plan Administrator is responsible for the clerical
and ministerial administration of the plan, including receiving initial and
optional cash investments of participants, forwarding funds received from or on
behalf of participants to a registered broker/dealer for purchases of common
stock, issuing statements to participants of their plan account activities and
performing certain other administrative duties related to the plan.
Participants may contact the Plan Administrator by writing to:
NORTHERN STATES POWER COMPANY
C/O NORWEST SHAREOWNER SERVICES
P.O. BOX 64863
ST. PAUL, MINNESOTA 55164-0863
or by telephoning the Plan Administrator toll free at (877) 778-6786 between
7:00 a.m. and 7:00 p.m., central time, on any business day. Written
communications may also be sent to the Plan Administrator by telefax at
(651) 552-6999.
The Administrator is responsible for purchasing and selling shares of common
stock for participants' plan accounts, including the selection of the broker or
dealer through which plan purchases and sales are made. NSP has no control over
the times or prices at which the Administrator effects transactions in the open
market or the selection of the broker or dealer used by the Administrator.
FORMS
PLAN AUTHORIZATION FORM. A Plan Authorization Form is used to enroll in the
plan and, at the time of enrollment, authorize electronic funds transfers and
telephone transaction privileges. A Plan Authorization Form is enclosed with
this Prospectus.
PLAN TRANSACTION FORM. A Plan Transaction Form is used to make optional
cash investments, transfer or sell your plan shares, deposit your share
certificates with the Plan Administrator (if done after enrollment), and
terminate your participation in the plan. A Plan Transaction Form is attached to
each account statement mailed to participants.
ELECTION FORM. An Election Form is used to change or establish electronic
funds transfers after enrollment, change your record address, make or change
your dividend reinvestment election and establish telephone transaction
privileges.
You can obtain additional Election Forms, Plan Authorization Forms and Plan
Transaction Forms from the Plan Administrator.
ELIGIBILITY
Any person or entity, whether or not currently a registered holder of common
or preferred stock, may participate in the plan by enrolling in accordance with
the procedures described in "Enrollment and Participation" below. NSP reserves
the right to deny, modify, suspend or terminate participation by
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<PAGE>
any person or entity. See "OTHER INFORMATION--DENIAL OR TERMINATION OF
PARTICIPATION BY NSP."
ENROLLMENT AND PARTICIPATION
You may enroll in the plan at any time by completing the Plan Authorization
Form enclosed with this Prospectus and returning it to the Plan Administrator at
the address set forth on the form.
STOCKHOLDERS. If you are a registered holder of common or preferred stock,
you must complete a Plan Authorization Form to participate in the plan. If you
are a beneficial owner of common stock whose only shares are held in names other
than your own (e.g., held by brokers, trustees or bank nominees), you must
either (a) request a certificate for the shares held in your brokerage account,
(b) complete a Plan Authorization Form and become a stockholder of record by
enrolling in the plan in the same manner as a new stockholder, or (c) contact
your broker to determine if the broker has established procedures that permit
you to participate in our plan.
NEW STOCKHOLDERS. If you are not a registered owner of common or preferred
stock, you must complete a Plan Authorization Form and pay a one-time account
set-up fee of $10. You must also make an initial cash investment of at least
$1,000. A maximum of $100,000 may be initially invested in the plan.
INVESTMENTS
DIVIDEND REINVESTMENT. As described below, by participating in the plan,
you may have the cash dividends paid on all or a percentage of your shares of
common or preferred stock (net of brokerage commissions and service fees as
described below) automatically reinvested in common stock on the dividend
payment date. THE PAYMENT OF DIVIDENDS ON COMMON STOCK IS AT THE DISCRETION OF
NSP'S BOARD OF DIRECTORS.
REINVESTMENT OPTIONS
FULL DIVIDEND REINVESTMENT. If you elect the "Full Dividend Reinvestment"
option on your Plan Authorization Form, the Plan Administrator will reinvest in
additional shares of common stock all cash dividends paid on all shares of
common or preferred stock then or subsequently registered in your name and on
all shares of common stock then or subsequently held in your plan account,
including fractional shares and shares purchased with optional cash investments
made under the plan, until the Plan Administrator receives your request to
change your level of reinvestment.
PARTIAL DIVIDEND REINVESTMENT. If you elect the "Partial Dividend
Reinvestment" option on your Plan Authorization Form, you must select the
percentage (from 10% to 90%, in increments of 10%) of the total number of shares
of common or preferred stock then or subsequently registered in your name and
then or subsequently held in your plan account with respect to which you want
cash dividends reinvested. The Plan Administrator will reinvest in additional
shares of common stock all cash dividends paid on the specified percentage of
shares.
CASH PAYMENTS ONLY. If you elect the "Cash Payments Only" option, you will
continue to receive, as declared, by check or direct deposit, cash dividends
paid on shares of common stock then or subsequently registered in your name and
on shares of common stock acquired in your plan account through optional cash
investments.
DIVIDEND PAYMENT DATES
If your Plan Authorization Form is received by the Plan Administrator on or
before the record date for a particular dividend, dividend reinvestment will
begin with respect to dividends paid on the
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<PAGE>
next dividend payment date. Dividends on common stock have historically been
paid on the twentieth day of January, April, July and October. The record dates
for the payment of such dividends have generally been at least 7 days prior to
the payment date. Thus, for example, to begin automatic reinvestment of a
dividend expected to be paid on July 20 in a given year, the Plan Administrator
should receive your Plan Authorization Form by the thirteenth day in July. If
your Plan Authorization Form is received by the Plan Administrator after the
record date, dividend reinvestment will not begin until the dividend payment
date following the next record date.
CASH INVESTMENTS
INITIAL CASH INVESTMENT. If you are not a registered owner of common stock,
you must include an initial cash investment of at least $1,000 with your
completed Plan Authorization Form. You must also pay a one-time account set-up
fee of $10. See "ENROLLMENT AND PARTICIPATION" above. Initial cash investments
and payment of the account set-up fee must be made by check or money order
payable to "Norwest Shareowner Services" in U.S. funds.
OPTIONAL CASH INVESTMENTS. You may make optional cash investments at any
time by personal check, money order or electronic funds transfer from a
designated U.S. bank account. You may vary your optional cash investments from a
minimum of $50 per investment up to a maximum of $100,000 annually. Initial cash
investments are included in the calendar year in which they are made for
purposes of determining whether the $100,000 maximum has been reached.
INITIAL AND OPTIONAL CASH INVESTMENTS ARE INVESTED IN SHARES OF COMMON STOCK
NET OF BROKERAGE COMMISSIONS AND SERVICE FEES AS DESCRIBED BELOW.
CHECK OR MONEY ORDER. Optional cash investments made by check or money
order must be accompanied by a completed Plan Transaction Form and received by
the Plan Administrator no later than one business day prior to an investment
date to be invested on that investment date; otherwise, optional cash
investments are held by the Plan Administrator for investment on the next
investment date. Optional cash investments made by check or money order must be
payable to "Norwest Shareowner Services" in U.S. funds.
ELECTRONIC FUNDS TRANSFER. In addition to making optional cash investments
by check or money order, you may authorize automatic monthly electronic funds
transfers from designated bank accounts. Your bank account will be debited on
the last business day of each month or, if that day is not a business day, the
business day next following the last business day. Funds are invested on the
next investment date following collection of the funds by the Plan
Administrator. You will not receive any confirmation of the transfer of funds
other than as reflected in your monthly plan account statements and in your bank
account statements.
To authorize electronic funds transfers, complete and sign the automatic
funds transfer section of the Plan Authorization Form and return it to the Plan
Administrator together with a voided blank check or deposit slip for the account
from which funds are to be transferred. Your automatic funds transfers will
begin as soon as practicable after the Plan Administrator receives the
authorization form. You may change the amount of your monthly transfer or
terminate your monthly transfer altogether by completing an Election Form and
returning it to the Plan Administrator or by contacting the Plan Administrator
toll free at (877) 778-6786. To be effective with respect to a particular
investment date, your change or termination request must be received by the Plan
Administrator at least fifteen business days prior to the investment date.
7
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INVESTMENT DATES
DIVIDEND REINVESTMENT. Cash dividends are reinvested on the applicable
dividend payment date or, if the dividend payment date is not a business day,
the business day next following the dividend payment date.
OPTIONAL CASH INVESTMENTS. Optional cash investments are made on
(a) Friday of each week or, if Friday is not a business day, the business day
next following that day or (b) in any week in which a cash dividend is paid, the
dividend payment date or, if the dividend payment date is not a business day,
the business day next following the dividend payment date.
NO INTEREST IS PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING THEIR
INVESTMENT IN COMMON STOCK. ALL OPTIONAL CASH INVESTMENTS, INCLUDING THE INITIAL
CASH INVESTMENT, ARE SUBJECT TO THE COLLECTION BY THE PLAN ADMINISTRATOR OF FULL
FACE VALUE IN U.S. FUNDS.
SOURCE OF SHARES. Shares purchased under the plan are new issue common
stock or common stock purchased by the Plan Administrator in the open market or
in negotiated transactions. The Plan Administrator purchases shares in the open
market or in negotiated transactions as soon as practicable (but in no event
more than 15 calendar days) after the applicable investment date, subject to any
waiting periods required under applicable securities laws or stock exchange
regulations. We will determine the source or sources of shares used to fulfill
Plan requirements and, subject to certain regulatory restrictions on the
frequency with which it can change its determination, may change such
determination from time to time without notice to plan participants. We
currently expect that plan purchases will be new issue common stock.
PRICE OF SHARES. The price per share of new issue common stock is the
average of the high and low sale prices of the common stock (as reported on the
New York Stock Exchange Composite Tape) on the applicable investment date or, if
the New York Stock Exchange is closed on the investment date, on the next
preceding day the New York Stock Exchange is open. The price of shares purchased
in the open market or in negotiated transactions is the weighted average price
at which the shares are actually purchased for the applicable reinvestment date.
The Plan Administrator may in its discretion commingle participants' funds for
the purpose of forwarding purchase orders to the Plan Administrator and may
offset purchase and sale orders for the same investment date, forwarding to the
Plan Administrator the net purchase or sale requirement. Because the prices at
which shares are purchased under the plan are determined as of specified dates
or as of dates otherwise beyond the control of participants, you may lose any
advantage otherwise available from being able to select the timing of your
investment.
BROKERAGE COMMISSIONS, SERVICE FEES AND OTHER COSTS
ACCOUNT SET-UP. If you are not a registered holder of common stock, you
will be charged a one-time account set-up fee of $10. The fee must be paid by
check or money order and is due at the time of enrollment. The fee is in
addition to the minimum initial cash investment and applies even if you
authorize electronic funds transfer investments.
BROKERAGE COMMISSIONS. In addition to the service fees discussed below, you
will pay a brokerage commission of $0.05 for each share of common stock
purchased and $0.10 for each share sold for your plan account in open market
transactions, even if a purchase or sale order is used to offset another plan
order. Brokerage commissions payable with respect to plan purchases will be
deducted from the amount invested on your behalf. Brokerage commissions payable
with respect to plan sales will be deducted from the proceeds payable to you.
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<PAGE>
SERVICE FEE. You will pay a service fee of $10 in connection with sales of
plan shares. The service fee is in addition to brokerage commissions and is
deducted from the proceeds payable to you.
COMMISSIONS AND FEES SUBJECT TO CHANGE. We may change from time to time the
amount of commissions and fees charged to participants upon 30 days prior notice
to participants.
ACCOUNT STATEMENTS
The Plan Administrator maintains an account for each plan participant and
sends account statements to each participant as soon as practicable after each
quarterly dividend reinvestment, each optional cash investment and any transfer,
sale or withdrawal of plan shares. The account statements provide you with
records of your purchases and sales and should be retained for tax purposes.
SHARE CERTIFICATES
Plan purchases will be credited to your account and shown on your account
statement. You will not receive certificates for your plan shares unless
requested. This protects against loss, theft or destruction of stock
certificates and reduces our administrative costs associated with the plan. You
may obtain certificates for some or all full plan shares at any time by
submitting a Plan Transaction Form to the Plan Administrator or contacting the
Plan Administrator toll free at (877) 778-6786. Any remaining full and
fractional shares continue to be credited to your account. Certificates for
fractional shares are not issued under any conditions.
SHARE SAFEKEEPING
At any time beginning with enrollment in the plan, you may deposit with the
Plan Administrator certificates representing shares of common stock, whether or
not the shares were acquired under the plan, at no cost to you. To use this
service, you must send your certificates to the Plan Administrator with a
properly completed Plan Authorization Form or Plan Transaction Form. Shares
represented by certificates deposited with the Plan Administrator are credited
to your account and thereafter are treated as if acquired under the plan. You
are responsible for maintaining your own records of the cost basis of
certificated shares deposited with the Plan Administrator. If you are a
beneficial owner of common stock registered in street or other nominee name you
may in certain cases be able to electronically transfer your shares from your
existing brokerage account to a Plan account. Beneficial owners who want to take
advantage of this service should contact the Plan Administrator to obtain
transfer instructions.
We strongly recommend that you use registered or certified mail to mail your
certificates to the Plan Administrator, insuring the certificates for 2% of the
current market value of the shares represented thereby. In any case,
participants bear the full risk of loss, regardless of the method used, in the
event the certificates are lost.
PARTICIPANTS SHOULD NOT ENDORSE THEIR CERTIFICATES PRIOR TO MAILING
SHARE TRANSFERS WITHIN PLAN
Plan shares also may be transferred to a plan account of another person
subject to compliance with any applicable laws. To do this, you must complete a
Plan Transaction Form and return the completed Plan Transaction Form, together
with an executed stock assignment, to the Plan Administrator. The signature of
the transferring participant on the stock assignment must be Medallion
guaranteed by an eligible financial institution. Stock assignments can be
obtained from the Plan Administrator. If the person to whom the shares are
transferred is not a participant in the plan, the Plan Administrator will
automatically open an account for the person and enroll him or her in the plan.
9
<PAGE>
You may not pledge or grant a security interest in plan shares or transfer
plan shares outside of the plan unless certificates representing the shares have
been issued by the Plan Administrator.
SALE OF SHARES
You may sell some or all of your plan shares by submitting the appropriate
information on the Plan Transaction Form or by submitting a written request to
the Plan Administrator. If the current market value of the shares requested to
be sold is $25,000 or less, and you have previously authorized telephone
transactions, you may sell plan shares by contacting the Plan Administrator toll
free at (877) 778-6786. The Plan Administrator may match or offset participants'
sales orders against one or more purchase orders of other participants in the
plan. If not offset, the Plan Administrator executes the order on behalf of the
participant in the open market or in negotiated transactions. The Plan
Administrator may sell plan shares to Norwest. After settlement of the sale, the
Plan Administrator will send you a check for the net proceeds of the sale. The
proceeds received by you are based on the weighted average price at which the
shares were sold less brokerage commissions, service fees charged by the Plan
Administrator, and applicable transfer taxes.
TERMINATION
You may terminate your participation in the plan by submitting the
appropriate information on a Plan Transaction Form or by submitting a written
request to the Plan Administrator. If the current market value of your plan
account is $25,000 or less, and you have previously authorized telephone
transactions, you may terminate your participation in the plan by contacting the
Plan Administrator toll free at (877) 778-6786. Termination requests must be
received by the Plan Administrator three days prior to the record date to be
effective as to the next cash dividend. Any such notice received after a
dividend record date shall not be effective until dividends paid for such record
date have been credited to your account. If you send notice of termination or a
request to sell to the Plan Administrator between the record date and the
payable date for a stock distribution, the request will not be processed until
the stock distribution is credited to your account. In addition, termination
requests of participants making optional cash investments by electronic funds
transfers must be received by the Plan Administrator at least 15 business days
prior to the scheduled investment date to ensure that the request is effective
as to the next optional cash investment.
Upon termination of your participation in the plan, unless you have
requested on the Plan Transaction Form that some or all plan shares be sold, the
Plan Administrator will send you a certificate representing the number of full
shares in your plan account and a check in the amount of the market value of any
fractional share. If you so request on the Plan Transaction Form, the Plan
Administrator will sell some or all plan shares on your behalf. After settlement
of the sale, the Plan Administrator will send you a check in the amount of the
net proceeds of the sale (plus the market value of any fractional plan share)
and a certificate representing any full plan shares not sold. The net proceeds
received by you will be based on the weighted average price at which the shares
were sold less brokerage commissions, fees charged by the Plan Administrator,
and applicable transfer taxes.
After termination, you may re-enroll in the plan by submitting a new Plan
Authorization Form and complying with all other enrollment procedures (see
"ENROLLMENT AND PARTICIPATION"). In order to minimize unnecessary plan
administrative costs and to encourage use of the plan as a long-term investment
vehicle, we reserve the right to deny participation in the plan to previous
participants who we or the Plan Administrator believe have been excessive in
their enrollment and termination.
10
<PAGE>
OTHER INFORMATION
STOCK DIVIDENDS AND STOCK SPLITS. Any shares distributable to you pursuant
to a stock dividend or stock split by us on shares registered in your name or
credited to your account under the plan will be added to your account and not
mailed or delivered directly to you. You, however, may request Norwest
Shareholder Services to issue certificates for such stock dividends or split
shares once they are added to your account (see "Share Certificates" page 9). If
you send notice of termination or a request to sell to the Plan Administrator
between the record date and the payable date for a stock distribution, the
request will not be processed until the stock distribution is credited to your
account.
DIVIDEND AND VOTING RIGHTS. Dividend and voting rights of shares purchased
under the plan commence upon settlement of the transaction, which normally is
three business days after purchase. Shares of common stock purchased on or
within two business days prior to a dividend record date are considered
"ex-dividend" and therefore not entitled to payment of that dividend.
VOTING OF PLAN SHARES. For each meeting of stockholders, participants
receive proxy materials that allow them to vote their plan shares by proxy.
Alternatively, you can elect to vote your plan shares in person at the meeting.
LIMITATION OF LIABILITY. In administering the plan, the Plan Administrator
is not liable for any good faith act or omission to act, including but not
limited to any claim of liability (a) arising out of the failure to terminate a
participant's account upon such participant's death prior to receipt of notice
in writing of such death, (b) with respect to the prices or times at which
shares are purchased or sold, or (c) as to the value of the shares acquired for
participants. We reserve the right to interpret and regulate the plan as we deem
necessary or advisable in connection with the plan's operations.
MODIFICATION OR TERMINATION OF THE PLAN. We may suspend, modify or
terminate the plan at any time in whole or in part or with respect to
participants in certain jurisdictions. Notice of such suspension, modification
or termination will be sent to all affected participants. No such event will
affect any shares then credited to a participant's account. Upon any whole or
partial termination of the plan by us, each affected participant will receive a
certificate for all full plan shares and a check in the amount of the market
value of any fractional plan share.
DENIAL OR TERMINATION OF PARTICIPATION BY US. At our direction, the Plan
Administrator may terminate your participation in the plan if you do not own at
least one full share in your name or held through the plan. We also reserve the
right to deny, modify, suspend or terminate participation in the plan by
otherwise eligible persons to the extent we deem it advisable or necessary in
our discretion to comply with applicable laws or to eliminate practices that are
not consistent with the purposes of the plan. If your participation in the plan
is terminated, you receive certificates for all full plan shares and a check in
the amount of the market value of any fractional plan share.
FEDERAL INCOME TAX INFORMATION
THE INFORMATION SET FORTH BELOW SUMMARIZES CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THIS SUMMARY APPLIES TO UNITED STATES
TAXPAYERS ONLY, EXCEPT WHERE OTHERWISE STATED. THE INFORMATION IS NOT INTENDED
TO BE A COMPLETE DESCRIPTION OF ALL SUCH CONSEQUENCES, NOR IS IT INTENDED TO BE
A DESCRIPTION OF ANY KIND OF THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN. THE DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES
MAY BE AFFECTED BY FUTURE LEGISLATION, IRS RULINGS AND REGULATIONS AND/OR COURT
DECISIONS AND YOUR PARTICULAR CIRCUMSTANCES. FOR THAT REASON, PARTICIPANTS
SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL INCOME TAX
CONSEQUENCES, AS WELL AS THE STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES,
OF PARTICIPATION IN THE PLAN.
11
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
DIVIDEND INCOME. Reinvested dividends are treated for federal income tax
purposes in the same manner as if you had received the dividends in cash on the
applicable dividend payment date.
COST BASIS OF SHARES. For federal income tax purposes, the cost basis of
shares purchased with reinvested dividends or optional cash investments is the
purchase price of the shares plus any brokerage commissions paid by you in
connection with purchases of stock for your account.
GAINS AND LOSSES FROM THE SALE OF SHARES. You will not realize any taxable
income from the issuance of certificates representing plan shares. You may
realize a gain or loss, however, at the time the shares are sold by the Plan
Administrator or by you after withdrawal of the shares from the plan. The amount
of gain or loss realized, if any, is based on the difference between the amount
you receive for the shares, reduced by the expenses of sale, including brokerage
commissions and service fees charged for the sale of the shares, and your cost
basis of the shares. In general, any gain or loss will be capital gain or loss.
The capital gain or capital loss will be long-term capital gain or loss if you
have held the shares for more than one year. Your holding period will include
any period during which the shares were held by the plan in your name. You
should consult your tax advisor as to the consequences of a sale of shares in
view of your particular circumstances.
IRS REPORTS. The Plan Administrator reports dividend income to participants
and the IRS on Form 1099-DIV. The Plan Administrator reports the proceeds from
the sale of plan shares to the selling participants and the IRS on Form 1099-B.
DIVIDENDS SUBJECT TO WITHHOLDING
Your dividends are subject to federal withholding if you fail to provide a
taxpayer identification number to the Plan Administrator. If you reside in
certain foreign countries your dividends may also be subject to federal
withholding. In any case in which federal income taxes are required to be
withheld, the Plan Administrator reinvests an amount equal to the dividends less
the amount of tax withheld. For IRS reporting purposes, the amount of the
dividend withheld is included in the dividend income.
USE OF PROCEEDS
The proceeds from the sales, if any, of new issue common stock pursuant to
the plan are expected to be used for general corporate purposes. We have no
basis for estimating either the number of shares of Common Stock that will
ultimately be sold pursuant to the plan or the prices at which such shares will
be sold.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Northern States Power Company for
the year ended December 31, 1999, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
LEGAL OPINION
A legal opinion in connection with shares issued under the plan was rendered
by Gary R. Johnson, Vice President and General Counsel of the Company.
Mr. Johnson is the beneficial owner of 82,249 shares of the Company's common
stock.
12
<PAGE>
INDEMNIFICATION
The Company's Bylaws contain provisions for indemnification of our directors
and officers consistent with the provisions of Section 302A.521 of the Minnesota
Statutes. The Company's Restated Articles of Incorporation also contain
provisions limiting the liability of our directors in certain instances.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, we have been informed 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.
ADDITIONAL INFORMATION
For further information and assistance please write:
Northern States Power Company
Shareholders Department
414 Nicollet Mall
Minneapolis, Minnesota 55401
13
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
About This Prospectus................. 2
You Can Find More Information......... 2
NSP................................... 3
Proposed Merger....................... 3
Description of the Plan............... 4
Federal Income Tax Information........ 11
Use of Proceeds....................... 12
Experts............................... 12
Legal Opinion......................... 12
Indemnification....................... 13
Additional Information................ 13
</TABLE>
------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NO ONE HAS BEEN AUTHORIZED TO PROVIDE YOU WITH
DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT
COVER OF THE DOCUMENT. SECURITIES ARE NOT BEING OFFERED IN ANY STATE OR
JURISDICTION WHERE THE OFFER IS NOT PERMITTED.
---------------------
PROSPECTUS
---------------------
[LOGO]
NORTHERN STATES
POWER COMPANY
(A MINNESOTA CORPORATION)
DIRECT PURCHASE PLAN
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of fees and
expenses payable by the Registrant (other than underwriting discounts and
commissions) in connection with the issuance and sale of the common stock (par
value $2.50 per share) (the "Common Stock"):
<TABLE>
<S> <C>
Registration fee under the Securities Act of 1933, as
amended................................................... $23,034
State qualification fees and expenses....................... 500
Printing.................................................... 35,000
Accounting services......................................... 5,000
Legal fees to Company counsel............................... 7,000
Miscellaneous, including telephone, stationery, postage and
other out-of-pocket expenses.............................. 4,466
-------
Total..................................................... $75,000
=======
</TABLE>
All items are estimated except the first.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the 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 Company contains provisions for indemnification of its
directors and officers consistent with the provisions of Section 302A.521 of the
Minnesota Statutes. The Company's Restated Articles of Incorporation also
contain provisions limiting the liability of the Company's directors in certain
instances.
The Company has obtained insurance policies indemnifying the Company and the
Company's directors and officers against certain civil liabilities and related
expenses.
ITEM 16. EXHIBITS
Certain Exhibits listed below were filed with the Securities and Exchange
Commission as Exhibits to certain Registration Statements and Reports under the
Exhibit number indicated after each such exhibit and are incorporated herein by
this reference.
<TABLE>
<CAPTION>
<C> <S>
4.01 Restated Articles of Incorporation, as amended [filed as
Exhibit 3.01 to the Registrant's Quarterly Report on
Form 10-Q (file no. 1-3034) for the quarter ended
March 31, 1999 and incorporated by reference herein].
4.02 By-laws [filed as Exhibit 3.01 to the Registrant's Quarterly
Report on Form 10-Q (file no. 1-3034) for the quarter
ended June 30, 1999 and incorporated by reference herein].
5.01 Opinion of Gary R. Johnson as to legality of the common
stock being registered.
23.01 Consent of Independent Accountants.
23.02 Consent of Legal Counsel (see Item 5.01).
24.01 Power of Attorney.
99.01 Proxy Statement dated May 19, 1999 [filed with the
Commission (file no. 1-3034) and incorporated by reference
herein].
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby 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 represented 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 clauses (i) and (ii) above do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
clauses 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934), that is incorporated by reference in the
registration statement 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.
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 under Item 15 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURE
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
the requirements of filing on Form S-3 and has duly caused this 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 third day
of May, 2000.
<TABLE>
<S> <C> <C>
NORTHERN STATES POWER COMPANY
By: /s/ E. J. MCINTYRE
-----------------------------------------
E. J. McIntyre
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
*/s/
------------------------------------------- Principal Executive Officer
James J. Howard and Director
*/s/
------------------------------------------- Principal Financial Officer
Edward J. McIntyre
*/s/
------------------------------------------- Principal Accounting
Roger D. Sandeen Officer
*/s/
------------------------------------------- Director
David A. Christensen
*/s/
------------------------------------------- Director
W. John Driscoll
*/s/
------------------------------------------- Director
Giannantonio Ferrari
*/s/
------------------------------------------- Director
Douglas W. Leatherdale
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
*/s/
------------------------------------------- Director
Margaret R. Preska
*/s/
------------------------------------------- Director
A. Patricia Sampson
*/s/
------------------------------------------- Director
Allan L. Schuman
*/s/ E. J. MCINTYRE
-------------------------------------------
E. J. McIntyre May 3, 2000
(ATTORNEY-IN-FACT)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
<C> <S>
4.01 Restated Articles of Incorporation, as amended [filed as
Exhibit 3.01 to the Registrant's Quarterly Report on
Form 10-Q (file no. 1-3034) for the quarter ended
March 31, 1999 and incorporated by reference herein].
4.02 By-laws [filed as Exhibit 3.01 to the Registrant's Quarterly
Report on Form 10-Q (file no. 1-3034) for the quarter
ended June 30, 1999 and incorporated by reference herein].
5.01 Opinion of Gary R. Johnson as to legality of the common
stock being registered.
23.01 Consent of Independent Accountants.
23.02 Consent of Legal Counsel (see Item 5.01).
24.01 Power of Attorney.
99.01 Proxy Statement dated May 19, 1999 [filed with the
Commission (file no. 1-3034) and incorporated by reference
herein].
</TABLE>
<PAGE>
EXHIBIT 5.01
May 3, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Issuance of up to 4,000,000 shares of Common Stock of Northern States
Power Company, a Minnesota corporation, through its Direct Purchase Plan
Ladies and Gentlemen:
I am participating in the proceedings incident to the proposed offering by
Northern States Power Company (the "Company") of up to 4,000,000 shares of
Common Stock, par value $2.50 per share (the "shares") in connection with its
Direct Purchase 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-3 relating to the Shares to be
filed by the Company pursuant to the Securities Act of 1933.
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 the Registration Statement on Form S-3 to
which this opinion is an exhibit becomes effective pursuant to
the provisions of the Securities Act of 1933, as amended, 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 "Legal Opinion" in said
Registration Statement.
Respectfully submitted,
/s/ Gary R. Johnson
- ----------------------------------------
Gary R. Johnson
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated January 31, 2000, except
as to Note 2, which is as of February 22, 2000 relating to the consolidated
financial statements, which appears in Northern States Power Company's Annual
Report on Form 10-K for the year ended December 31, 1999. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
May 3, 2000
<PAGE>
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, a registration
statement for its Direct Purchase Plan in connection with the registration of
shares for issuance under such Plan; and
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 a registration statement on Form S-3 relating
to the issuance of up to an additional 4,000,000 shares pursuant to the
Direct Purchase Plan and to any and all amendments (including post-effective
amendments) to such registration statements, 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
29th day of March, 2000.
/s/ James J. Howard /s/ Roger D. Sandeen
- ---------------------------------- ------------------------------------
James J. Howard, Principal Roger D. Sandeen, Principal
Executive Officer & Director Accounting Officer
/s/ David A. Christensen /s/ W. John Driscoll
- ---------------------------------- ------------------------------------
David A. Christensen, Director W. John Driscoll, Director
/s/ Giannantonio Ferrari /s/ Douglas W. Leatherdale
- ---------------------------------- ------------------------------------
Giannantonio Ferrari, Director Douglas W. Leatherdale, Director
/s/ Margaret R. Preska /s/ A. Patricia Sampson
- ---------------------------------- ------------------------------------
Margaret R. Preska, Director A. Patricia Sampson, Director
/s/ Allan L. Schuman /s/ Edward J. McIntyre
- ---------------------------------- ------------------------------------
Allan L. Schuman, Director Edward J. McIntyre, Principal
Financial Officer
<PAGE>
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 29th day of March, 2000, before me, John P. Moore, Jr. 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 in
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 the
official seal on the date set forth above.
/s/ John P. Moore, Jr.
--------------------------------------
John P. Moore, Jr.
