NORTHERN STATES POWER CO /MN/, 8-K, 2000-08-21

NORTHERN STATES POWER CO /MN/
8-K, 2000-08-21
ELECTRIC & OTHER SERVICES COMBINED

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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) August 18, 2000

Xcel Energy Inc.
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of incorporation)

1-3034		41-0448030
(Commission File Number)		(IRS Employer Identification No.)
414 Nicollet Mall, Mpls, MN		55401
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code 612-330-5500

Northern States Power Company
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

			Page
Glossary of Terms
Item 2—Acquisition or Disposition of Assets
Item 7—Financial Statements and Exhibits
Exhibit Index
Signatures
Exhibit 23.01 Consent of Arthur Andersen LLP
Exhibit 23.02 Consent of PricewaterhouseCoopers LLP
Exhibit 99.01 News Release of Xcel Energy Inc. dated August 17, 2000
Exhibit 99.02 Supplemental Consolidated Financial Statements
	Management's Discussion and Analysis
	Reports of Independent Public Accountants
	Supplemental Consolidated Statements of Income
	Supplemental Consolidated Statements of Cash Flows
	Supplemental Consolidated Balance Sheets
Supplemental Consolidated Statements of Stockholders' Equity
	Supplemental Consolidated Statements of Capitalization
	Notes to Supplemental Consolidated Financial Statements
Exhibit 99.03 Supplemental Consolidated Condensed Six Months Ended Financial Statements
	Management's Discussion and Analysis
	Supplemental Consolidated Condensed Statements of Income for the six months ended June 30, 2000 and 1999
	Supplemental Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2000 and 1999
	Supplemental Consolidated Condensed Balance Sheets as of June 30, 2000 and Dec. 31, 1999
	Notes to Supplemental Consolidated Condensed Financial Statements—June 30, 2000
Exhibit 99.04 Statement Pursuant to Private Securities Litigation Reform Act

GLOSSARY OF TERMS

The abbreviations or acronyms used in the text and notes are defined below:

Abbreviation or Acronym		Term
ACC		Arizona Corporate Commission
AFDC		Allowance for Funds Used During Construction
BMG		Black Mountain Gas
CERCLA		Comprehensive Environmental Response, Compensation and Liability Act
Cheyenne		Cheyenne Light, Fuel and Power Company
COLI		Company owned life insurance
CPUC		Public Utilities Commission of the State of Colorado
Craig		Craig Steam Electric Generating Station
Denver District Court		District Court in and for the City and County of Denver
DOE		Department of Energy
DSM		Demand-Side Management
DSMCA		Demand-Side Management Cost Adjustment
Dth		Dekatherm
e prime		e prime, inc. and subsidiaries
ECA		Energy Cost Adjustment
EITF 98-10		Emerging Issues Task Force Issue No. 98-10, "Accounting for Energy Trading and Risk Management Activities"
EMI		Energy Masters International, Inc.
EPA		U.S. Environmental Protection Agency
ESOP		Employee Stock Ownership Plan
FASB		Financial Accounting Standards Board
FERC		Federal Energy Regulatory Commission
Fort St. Vrain		Fort St. Vrain Electric Generating Station
GCA		Gas Cost Adjustment
Hayden		Hayden Steam Electric Generating Station
ICA		Incentive Cost Adjustment
IRS		Internal Revenue Service
Kwh		Kilowatt-hour
Manitoba Hydro		Manitoba Hydro-Electric Board
MDOC		Minnesota Department of Commerce
MISO		Midwest Independent System Operator
MPUC		Minnesota Public Utilities Commission
Mw		Megawatt
NCE		New Century Energies, Inc.
NCE/NSP Merger		The proposed business combination between NCE and NSP
NCE/NSP Merger Agreement		Agreement and Plan of Merger between NCE and NSP
NDPSC		North Dakota Public Service Commission
NEIL		Nuclear Electric Insurance Limited
NMC		Nuclear Management Company
NMPRC		New Mexico Public Regulation Commission
NSP		Northern States Power Company
NSP-Minnesota		Northern States Power Company—Minnesota
NSP-Wisconsin		Northern States Power Company—Wisconsin
Natural Fuels		Natural Fuels Corporation
NC Enterprises		NC Enterprises, Inc.
NCI		New Century International, Inc.

New Century Cadence		New Century Cadence, Inc.
NOx		Nitrogen Oxide
NRC		Nuclear Regularory Commission
NRG		NRG Energy, Inc.
OCC		Colorado Office of Consumer Counsel
OPEB		Other Postretirement Employee Benefits
Pawnee		Pawnee Steam Electric Generating Station
Pawnee 2		Pawnee Steam Electric Generating Station, Unit 2 (proposed)
Planergy		The Planergy Group, Inc.
PRPs		Potentially Responsible Parties
PSCCC		PS Colorado Credit Corporation
PSCo		Public Service Company of Colorado
PSCo/SPS Merger		The business combination between the PSCo and SPS
PSCW		Public Service Commission of Wisconsin
PSRI		PSR Investments, Inc.
PUHCA		Public Utility Holding Company Act of 1935
PUCT		Public Utility Commission of Texas
QF		Qualifying Facility
QFCCA		Qualifying Facilities Capacity Cost Adjustment
QSP		Quality of Service Plan
Quixx		Quixx Corporation and subsidiaries
SEC		Securities and Exchange Commission
Seren		Seren Innovations, Inc.
SDPUC		South Dakota Public Utilities Commission
SFAS		Statement of Financial Accounting Standards
SFAS 71		SFAS No. 71—"Accounting for the Effects of Certain Types of Regulation"
SFAS 101		SFAS No. 101—"Regulated Enterprises—Accounting for the Discontinuation of SFAS 71"
SFAS 106		SFAS No. 106—"Employers' Accounting for Postretirement Benefits Other Than Pensions"
SFAS 112		SFAS No. 112—"Employers' Accounting for Postemployment Benefits"
SFAS 123		SFAS No. 123—"Accounting for Stock-Based Compensation"
SFAS 133		SFAS No. 133—"Accounting for Derivative Instruments and Hedging Activities"
SO2		Sulfur Dioxide
SPS		Southwestern Public Service Company
TOG		Texas-Ohio Gas, Inc.
Tri-State		Tri-State Generation and Transmission Association, Inc.
UE or Utility Engineering		Utility Engineering Corporation and subsidiaries
U.K.		United Kingdom
Viking		Viking Gas Transmission Company
WDNR		Wisconsin Department of Natural Resources
WPSC		Public Service Commission of Wyoming
Young Storage		Young Gas Storage Company, Ltd.
Yorkshire Electricity		Yorkshire Electricity Group, plc
Yorkshire Power		Yorkshire Power Group Ltd.

Item 2. Acquisition or Disposition of Assets

On August 18, 2000, following receipt of all required regulatory approvals, NSP and NCE merged and formed Xcel Energy Inc. Each share of NCE common stock was exchanged for 1.55 shares of Xcel Energy common stock and NSP shares became Xcel Energy shares on a one-for-one basis. Cash was paid in lieu of any fractional shares of Xcel Energy common stock.

The merger was structured as a tax-free, stock-for-stock exchange for stockholders of both companies (except for fractional shares), and accounted for as a pooling of interests. At the time of the merger, Xcel Energy was registered as a holding company under the Public Utility Holding Company Act of 1935.

A copy of the news release with respect to the NCE/NSP merger is attached as an exhibit to this report.

Item 7. Financial Statements and Exhibits

The following documents, previously filed with the SEC are incorporated by reference:

	New Century Energies, Inc. Annual Report on Form 10-K and 10-K/A for the year ended Dec. 31, 1999 (1-12927).
	Northern States Power Company Annual Report on Form 10-K for the year ended Dec. 31, 1999 (1-03034).
	NRG Energy, Inc. Annual Report on Form 10-K for the year ended Dec. 31, 1999 (333-33397).
	New Century Energies, Inc. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, and June 30, 2000 (1-12927).
	Northern States Power Company Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, and June 30, 2000 (1-03034).
	NRG Energy, Inc. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June 20, 2000 (333-33397).
	New Century Energies, Inc. Reports on Form 8-K dated April 19, 2000, June 1, 2000, and July 24, 2000 (1-12927).
	Northern States Power Company Reports on Form 8-K dated Jan. 13, 2000, Feb 23, 2000, March 3, 2000, March 29, 2000 and May 26, 2000 (1-3034).
	Agreement and Plan of Merger, dated March 24, 1999, by and between Northern States Power Company and New Century Energies, Inc. (Exhibit 2.1 to the Report on Form 8-K (File No. 1-12907) of New Century Energies, Inc. dated March 24, 1999.

Exhibit No.		Description
4.01		Copy of Xcel Energy Inc.'s Amended and Restated Articles of Incorporation, as amended and restated on August 18, 2000
23.01		Consent of Independent Accountants—Arthur Andersen LLP
23.02		Consent of Independent Accountants—PricewaterhouseCoopers LLP
27.01		Financial Data Schedule for the period ending Dec. 31, 1999
27.02		Financial Data Schedule for the period ending June 30, 2000
99.01		News Release of Xcel Energy Inc. dated August 17, 2000
99.02		Supplemental Consolidated Financial Statements
99.03		Supplemental Consolidated Condensed Six Months Ended Financial Statements
99.04		Statement pursuant to Private Securities Litigation Reform Act of 1995

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.

		XCEL ENERGY INC. (a Minnesota Corporation)
		By		/s/ EDWARD J. MCINTYRE Edward J. McIntyre Vice President and Chief Financial Officer

August 21, 2000

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GLOSSARY OF TERMS
SIGNATURES