<PAGE>
<TABLE>
<S> <C>
Xcel Energy
[LOGO] c/o Shareowner Services
P.O. Box 54863
Saint Paul, MN 55164-0863
1-877-778-6786
or
www.xcelenergy.com/ir.htm
</TABLE>
Dear Xcel Energy Plan Participant:
Xcel Energy Inc. was formed as a result of the merger between Northern
States Power Company and New Century Energies, Inc. IF YOU WERE
PREVIOUSLY ENROLLED IN THE NSP DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN OR THE NCE DIVIDEND REINVESTMENT AND OPTIONAL CASH PAYMENT PLAN,
YOU ARE ALREADY ENROLLED IN THE XCEL ENERGY DIRECT PURCHASE PLAN. If you
do not want to participate in the Xcel Energy Plan, call our
administrator, Wells Fargo Bank Minnesota, N.A. at 1-877-778-6786.
The Xcel Energy Plan differs from the NSP Dividend Reinvestment and
Stock Purchase Plan in several areas.
- The Xcel Energy Plan is open to shareholders and non-stockholders
in all 50 states instead of only to shareholders, employees, NSP
customers and residents of Minnesota, North Dakota, South Dakota,
Michigan and Wisconsin.
- The minimum optional cash investment has increased from $25 to
$50; the maximum optional cash investment has increased from
$10,000 quarterly to $100,000 annually; and purchases will be
invested weekly, not monthly.
- Participants may make optional cash investments in the Xcel Energy
Plan through monthly electronic funds transfer.
- Participants will pay fees and/or brokerage commissions for
certain transaction such as selling shares where previously NSP
bore all administrative expenses.
- Participants may sell up to $25,000 by telephone transaction and
make unlimited sales by mail.
The Xcel Energy Direct Purchase Plan differs from the NCE Dividend
Reinvestment and Optional Cash Payment Plan as well.
- The minimum optional cash investment has increased from $25 to
$50.
- Optional cash payments will be invested weekly in the Xcel Energy
Plan and not monthly as in the NCE Plan.
- Under the Xcel Energy Plan, participants will pay service fees for
certain plan transactions in contrast to the NCE Plan where all
administrative expenses were paid by NCE.
- There is a $25,000 limit on telephone transactions for the Xcel
Energy Plan while there was no limit for the NCE Plan.
- Prospective shareholders can become shareholders and participate
in the Xcel Energy Plan through the direct purchase enrollment
feature. The NCE Plan was open to NCE shareholders only.
Please read the enclosed prospectus carefully and retain it for future
reference. Thank you for your support of Xcel Energy Inc.
Sincerely,
/s/ Wayne Brunetti
Wayne H. Brunetti
President and CEO
<PAGE>
PROSPECTUS
[LOGO]
XCEL ENERGY INC.
800 Nicollet Mall, Suite 3000
Minneapolis, Minnesota 55402-2023
(612) 330-5560
DIRECT PURCHASE PLAN
COMMON STOCK
($2.50 PAR VALUE)
This Prospectus describes the Xcel Energy Direct Purchase Plan, which
replaces Northern States Power Company's Dividend Reinvestment and Stock
Purchase Plan and New Century Energies Inc.'s Dividend Reinvestment and Cash
Payment Plan. If you were a participant in either of these plans prior to the
merger of Northern States Power Company ("NSP") and New Century Energies, Inc.
("NCE"), your participation was automatically continued in 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 "XEL." 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 Xcel Energy 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 Wells
Fargo Bank Minnesota, N.A., 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 Xcel Energy are offered through Wells Fargo Brokerage
Services, LLC, a registered broker/dealer.
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT FOR
YOUR FUTURE REFERENCE.
------------------------
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 AUGUST 21, 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 Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
- The Company's Current Reports on Form 8-K dated January 13, 2000,
February 23, 2000, March 3, 2000, March 29, 2000, May 26, 2000 and August
21, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
Xcel Energy Inc.
800 Nicollet Mall, Suite 3000
Minneapolis, MN 55402-2023
(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]
Xcel Energy, Inc., a Minnesota corporation ("Xcel Energy" or the "Company")
is a public utility holding company with six public utility subsidiaries:
Southwestern Public Service Company, a New Mexico corporation ("SPS"); Public
Service Company of Colorado, a Colorado corporation ("PSCo"); Cheyenne Light,
Fuel and Power Company, a Wyoming corporation ("Cheyenne"); Northern States
Power Company, a Minnesota corporation ("NSP-Minnesota"); Northern States Power
Company, a Wisconsin corporation ("NSP-W"); and Black Mountain Gas Company, an
Arizona corporation ("Black Mountain"). SPS serves approximately 385,000
electric customers in portions of the states of Texas, New Mexico, Oklahoma and
Kansas. PSCo serves approximately 1.2 million electric customers and
approximately 1.0 million gas customers in the state of Colorado. Cheyenne
serves approximately 35,000 electric customers and 28,000 gas customers in and
around Cheyenne, Wyoming. New NSP serves approximately 1,240,000 electric
customers in Minnesota, North Dakota and South Dakota and 385,000 gas customers
in Minnesota, North Dakota, South Dakota and Arizona. NSP-W serves approximately
219,510 electric customers and 83,000 gas customers in northern Wisconsin and
the Upper Peninsula of Michigan. Black Mountain serves approximately 6,500
customers in Arizona.
The Company has numerous non-utility subsidiaries, including NRG
Energy, Inc., which are engaged in energy-related businesses.
The Company was incorporated in 1909 under the laws of Minnesota as Northern
States Power Company and changed its name to Xcel Energy Inc. upon the
completion of its merger with NCE (the "Merger"). NSP was the surviving
corporation of the Merger. In the Merger, each share of NCE common stock was
converted into the right to receive 1.55 shares of common stock of Xcel Energy.
NSP common and preferred shares remain outstanding after the Merger on a
one-for-one basis as shares of Xcel Energy.
Additional information concerning the Merger is included in our Annual
Report on Form 10-K for the year ended December 31, 1999 and our Current Reports
on Form 8-K dated August 21, 2000, which includes pooled financial information,
filed with the Commission and incorporated by reference into this Prospectus.
3
<PAGE>
DESCRIPTION OF THE PLAN
PURPOSES
The plan provides you with a convenient and economical method of
systematically increasing your ownership interest in Xcel Energy 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 Xcel Energy.
- 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
4
<PAGE>
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 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
Wells Fargo Shareowner Services, a division of Wells Fargo 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:
XCEL ENERGY INC.
C/O WELLS FARGO 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. Xcel Energy 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.
5
<PAGE>
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. Xcel Energy
reserves the right to deny, modify, suspend or terminate participation by any
person or entity. See "OTHER INFORMATION--DENIAL OR TERMINATION OF PARTICIPATION
BY XCEL ENERGY."
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
XCEL ENERGY'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.
6
<PAGE>
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 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 "Wells Fargo 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 "Wells Fargo Shareowner Services" in U.S. funds.
7
<PAGE>
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.
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
8
<PAGE>
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.
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.
9
<PAGE>
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.
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 Wells Fargo. 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.
10
<PAGE>
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.
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 Wells Fargo
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.
11
<PAGE>
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.
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.
12
<PAGE>
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 NSP 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.
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.
13
<PAGE>
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:
Xcel Energy Inc.
c/o Wells Fargo Shareowner Services
P.O. Box 64863
St. Paul, Minnesota 55164-0863
14
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
About This Prospectus................. 2
Where You Can Find More Information... 2
Xcel Energy........................... 3
Description of the Plan............... 4
Federal Income Tax Information........ 12
Use of Proceeds....................... 13
Experts............................... 13
Legal Opinion......................... 13
Indemnification....................... 13
Additional Information................ 14
</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]
XCEL ENERGY INC.
(A MINNESOTA CORPORATION)
DIRECT PURCHASE PLAN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
