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) February 23, 2000
-----------------
NORTHERN STATES POWER COMPANY
--------------------------------
(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
------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
- -------- -------------
Northern States Power Co. (NSP) continues to seek regulatory approvals
associated with its pending merger with New Century Energies, Inc. (NCE).
Pursuant to the merger, NCE will merge into NSP and, following the merger, NSP
will change its name to Xcel Energy, Inc. (Xcel). NSP and NCE recently filed an
Application/Declaration on Form U-1 under the Public Utility Holding Company Act
of 1935, as amended, seeking various financing and related authorizations for
Xcel and its subsidiaries following the merger. Such Form U-1 contains
financial information as of, and for the year ended, Dec. 31, 1999 for NSP, NCE
and (on a pro forma basis) Xcel. Reference is also made to NCE's Annual Report
on Form 10-K for the year ended Dec. 31, 1999, which was recently filed by NCE
and contains an unaudited consolidated balance sheet and income statement of NSP
as of, and for the year ended, Dec. 31, 1999, and related pro forma financial
information for Xcel. Similar information will be included in NSP's 1999 Annual
Report on Form 10-K, which will be filed in March 2000.
<PAGE>
- ------
Forward Looking Statements
- ----------------------------
This document includes forward-looking statements that are subject to certain
risks, uncertainties and assumptions. Such forward-looking statements are
intended to be identified in this document by the words "anticipate,"
"estimate," "expect," "objective," "outlook," "projection," "possible,"
"potential" and similar expressions. Actual results may vary materially.
Factors that could cause actual results to differ materially include, but are
not limited to:
- - general economic conditions, including their impact on capital expenditures;
- - availability or cost of capital such as changes in: interest rates; market
perceptions of the power generation industry, NSP or any of its subsidiaries;
or security ratings;
- - business conditions in the energy industry;
- - competitive factors;
- - unusual weather;
- - changes in federal or state legislation;
- - regulation;
- - issues relating to Year 2000 remediation efforts;
- - currency translation and transaction adjustments;
- - regulatory delays or conditions imposed by regulatory agencies in approving
the proposed merger with New Century Energies, Inc.;
- - the higher degree of risk associated with NSP's nonregulated businesses as
compared to NSP's regulated business;
- - volatility of energy prices in a deregulated market environment;
- - the lack of operating history at NRG's development projects, the lack of NRG
operating history at the projects not yet owned and the limited operating
history at the remaining NRG projects provide only a limited basis for
management to project the results of future operations;
- - risks associated with timely completion of NRG projects, including obtaining
competitive contracts, obtaining regulatory and permitting approvals, local
opposition, construction delays and other factors beyond NRG's control;
- - the failure to timely satisfy the closing conditions contained in the
definitive agreements for the acquisitions of projects by NRG subject
to definitive agreements but not yet closed, many of which are beyond
NRG's control;
- - factors challenging the successful integration of projects not previously
owned or operated by NRG, including the ability to obtain operating
synergies;
- - factors associated with operating in foreign countries including: delays in
permitting and licensing, construction delays and interruption of business,
political instability, risk of war, expropriation, nationalization,
renegotiation, or nullification of existing contracts, changes in law, and
the ability to convert foreign currency into United States dollars;
- - and the other risk factors listed from time to time by NSP in reports filed
with the Securities and Exchange Commission, including Exhibit 99.01 to NSP's
Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 1999.
NSP undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors pursuant to the Act should not be construed as
exhaustive.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Northern States Power Company
(a Minnesota Corporation)
By /s/
Roger D. Sandeen
Vice President and Controller
Dated: February 23, 2000
<PAGE>
