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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) DECEMBER 12, 1996
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NORTHERN STATES POWER COMPANY
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(Exact name of registrant as specified in its charter)
WISCONSIN
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(State or other jurisdiction of incorporation)
10-3140 39-0508315
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(Commission File Number) (IRS Employee Identification No.)
100 NORTH BARSTOW, EAU CLAIRE, WI 54703
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 715-839-2621
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(Former name of former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 12, 1996, Northern States Power Company, a Wisconsin
corporation (the "Company") entered into an Underwriting Agreement and
filed with the Securities and Exchange Commission a prospectus
supplement and final prospectus relating to $65,000,000 in aggregate
principal amount of the Company's First Mortgage Bonds, Series due
December 1, 2026.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits
1.01 Underwriting Agreement, dated December 12, 1996, between Northern
States Power Company and Bear Stearns and Company, Inc. relating to
$65,000,000 First Mortgage Bonds, Series due December 1, 2026.
4.01 Supplement Trust Indenture dated December 1, 1996 from Northern
States Power Company to Firstar Trust Company as Trustee, creating
First Mortgage Bonds, Series due December 1, 2026.
12.01 Computation of ratio of earnings to fixed charges.
12.02 Computation of ratio of earnings to fixed charges/Unaudited proforma-
Wisconsin Energy Company.
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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 Wisconsin Corporation)
By /s/ DAVID E. RIPKA
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David E. Ripka
Controller
Dated: DECEMBER 16, 1996
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NORTHERN STATES POWER COMPANY
(A WISCONSIN CORPORATION)
FIRST MORTGAGE BONDS
UNDERWRITING AGREEMENT
To the Representatives named in Schedule I
hereto of the Underwriters named in
Schedule II hereto
Dear Sirs:
Northern States Power Company, a Wisconsin corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters") for whom you are acting as representatives (the
"Representatives"), its First Mortgage Bonds of the designation, with the terms
and in the aggregate principal amount specified in Schedule I hereto (the
"Bonds") to be issued under its Trust Indenture, dated as of April 1, 1947, from
the Company to Firstar Trust Company (formerly known as First Wisconsin Trust
Company), as trustee (the "Trustee"), as heretofore supplemented and amended by
supplemental trust indentures, including the Supplemental and Restated Trust
Indenture dated March 1, 1991, and as to be further supplemented and amended by
a supplemental trust indenture relating to the Bonds (such Trust Indenture as so
supplemented and amended and as to be so supplemented and amended being
hereinafter referred to as the "Indenture"). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in Schedule I hereto,
then the terms "Underwriters" and "Representatives," as used herein, shall each
be deemed to refer to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents
and warrants to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form, including a prospectus, for the registration under
the Act of the Bonds, which registration statement has become effective.
Such registration statement and prospectus may have been amended or
supplemented from time to time prior to the date of this Agreement (which
date is set forth in Schedule I hereto). Any such amendment or supplement
was filed with the Commission and any such amendment has become effective.
The Company will file with the Commission a prospectus supplement (the
"Prospectus Supplement") relating to the Bonds pursuant to Rule 424 and/or
Rule 434 under the Act. Copies of such registration statement and
prospectus, any such amendment or supplement and all documents incorporated
by reference therein which were filed with the Commission on or prior to the
date of this Agreement have been delivered to you and copies of the
Prospectus Supplement will be delivered to you promptly after it is filed
with the Commission. Such registration statement as amended prior to the
date of this Agreement, and such prospectus, as amended and supplemented
prior to the date of this Agreement and as supplemented by the Prospectus
Supplement, are hereinafter called the "Registration Statement" and the
"Prospectus", respectively. Any reference herein to the Registration
Statement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on or before the date of this Agreement and, if the Company
files any document pursuant to the Exchange Act after the date of this
Agreement and prior to the termination of the offering of the Bonds by the
Underwriters, which documents are deemed to be incorporated by reference
into the Prospectus, the term "Prospectus" shall refer also to said
prospectus as supplemented by the documents so filed from and after the time
said documents are filed with the
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Commission. There are no contracts or documents of the Company that are
required to be filed as exhibits to the Registration Statement or any
documents incorporated by reference therein by the Act, the Exchange Act or
the rules and regulations thereunder which have not been so filed.
(b) No order preventing or suspending the use of the Prospectus or the
Registration Statement has been issued by the Commission and the
Registration Statement, at the date of this Agreement, complied in all
material respects with the requirements of the Act, the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act") and the respective rules and
regulations thereunder and did not contain any untrue statement of a
material fact or omit any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and, at
the time the Prospectus Supplement is filed with the Commission and at the
Closing Date (as hereinafter defined), the Prospectus will comply in all
material respects with the Act and the rules and regulations thereunder and
will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading; PROVIDED that the Company makes no
representations or warranties as to (A) that part of the Registration
Statement which shall constitute the Statement of Eligibility (Form T-1)
under the Trust Indenture Act of the Trustee or (B) the information
contained in or omitted from the Registration Statement or the Prospectus in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of the Registration
Statement or Prospectus.
(c) The documents incorporated by reference in the Prospectus, when they
were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder, and any documents so filed and incorporated by
reference subsequent to the date of this Agreement will, when they are filed
with the Commission, conform in all material respects to the requirements of
the Exchange Act, and the rules and regulations of the Commission
thereunder; and none of such documents include or will include any untrue
statement of a material fact or omit or will omit to state any material fact
required to be stated therein or necessary to make the statements therein in
the light of the circumstances under which they were made not misleading.
(d) Deloitte & Touche LLP and Price Waterhouse LLP, which audited
certain of the financial statements incorporated by reference in the
Registration Statement, are each independent public accountants as required
by the Act and the rules and regulations of the Commission thereunder.
(e) The financial statements of the Company filed as a part of or
incorporated by reference in the Registration Statement or Prospectus fairly
present the financial position of the Company as of the dates indicated and
the results of its operations and changes in financial position for the
periods specified, and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved, except as disclosed in the Prospectus Supplement. The
unaudited pro forma financial information incorporated by reference in the
Registration Statement and the Prospectus complies in all material respects
with the applicable accounting requirements of Rule 11-02 of Regulation S-X
and the pro forma adjustments have been properly applied to the historical
amounts in the compilation of such information.
(f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Wisconsin with
due corporate authority to carry on the business in which it is engaged and
to own and operate the properties used by it in such business, as described
in the Prospectus; the Company is qualified to do business as a foreign
corporation and is in good standing under the laws of the State of Michigan;
and the Company is not required by the nature of its business to be licensed
or qualified as a foreign corporation in any other state or jurisdiction;
and, except as set forth in the Prospectus Supplement, the Company has all
material licenses and approvals required at the date hereof to conduct its
business.
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(g) The authorized, issued and outstanding capital stock of the Company
is as set forth in the Prospectus (except for subsequent issuance, if any,
pursuant to reservations or agreements referred to therein); the shares of
issued and outstanding capital stock of the Company have been duly and
validly issued, are fully paid and non-assessable and are owned by Northern
States Power Company, a Minnesota corporation.
(h) The Company has not sustained since the date of the latest audited
financial statements included or incorporated by reference in the Prospectus
any material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any
labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus Supplement; and, since
the respective dates as of which information is given in the Registration
Statement and the Prospectus Supplement, the Company has not incurred any
liabilities or obligations, direct or contingent, or entered into any
transactions, not in the ordinary course of business, which are material to
the Company, and there has not been any material change in the capital stock
or long-term debt of the Company or any material adverse change, or any
development involving a prospective material adverse change, in or affecting
the general affairs, management, financial position, stockholders' equity or
results of operations of the Company, otherwise than as set forth or
contemplated in the Prospectus Supplement.
(i) Neither the execution and delivery of this Agreement and the
Indenture, the issuance and delivery of the Bonds, the consummation of the
transactions herein contemplated, the fulfillment of the terms hereof, nor
compliance with the terms and provisions of this Agreement, the Bonds and
the Indenture will conflict with, or result in the breach of, any of the
terms, provisions or conditions of the Restated Articles of Incorporation,
as amended, or By-laws of the Company, or of any contract, agreement or
instrument to which the Company is a party or in which the Company has a
beneficial interest or by which the Company is bound or of any order, rule
or regulation applicable to the Company of any court or of any federal or
state regulatory body or administrative agency or other governmental body
having jurisdiction over the Company or over its properties.
(j) The Bonds have been duly authorized for issuance and sale pursuant
to this Agreement and, when executed and authenticated in accordance with
the Indenture and delivered and paid for as provided herein, will be duly
issued and will constitute valid and binding obligations of the Company
enforceable in accordance with their terms, except as limited by bankruptcy,
insolvency and other laws affecting enforcement of creditors' rights, and
will be entitled to the benefits of the Indenture which will be
substantially in the form heretofore delivered to you.
(k) The Indenture has been duly and validly authorized by the Company
and, when duly executed and delivered by the Company, assuming due
authorization, execution and delivery thereof by the Trustee, will
constitute a valid and binding obligation of the Company enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws affecting enforcement of creditors'
rights.
(l) The Public Service Commission of Wisconsin has issued its order
authorizing the issuance and sale of the Bonds on terms consistent with this
Agreement. Each other consent, approval, authorization, order, registration
or qualification of or with any regulatory public body, state or federal,
that is, or will be at the Closing Date, necessary in connection with the
issuance and sale of the Bonds pursuant to this Agreement has been or will
be obtained, other than approvals that may be required under state
securities laws.
(m) The Company has good and valid title to all real and fixed property
and leasehold rights described or enumerated in the Indenture (except such
properties as have been released from the lien thereof in accordance with
the terms thereof), subject only to Permitted Encumbrances (as defined in
the Indenture).
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(n) Other than as set forth or contemplated in the Prospectus, there are
no legal or governmental proceedings pending to which the Company is a party
or of which any property of the Company is the subject which, if determined
adversely to the Company, would individually or in the aggregate have a
material adverse effect on the financial position, stockholders' equity or
results of operations of the Company; and, to the best of the Company's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.
(o) The Company has all necessary power under statutory provisions or
permits to use its operating electric and gas properties.
(p) The Company has no "significant subsidiary", within the meaning of
Rule 1.02(v) of Regulation S-X under the Act.
(q) The Company is not an "investment company" or an entity "controlled"
by an "investment company", as such terms are defined in the Investment
Company Act of 1940, as amended.
(r) Except as set forth in the Prospectus Supplement, the Company (A) is
in compliance with any and all applicable federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (B) has received all permits, licenses
or other approvals required of it under applicable Environmental Laws to
conduct its business and (C) is in compliance with all terms and conditions
of any such permits, licenses or approvals, except where such noncompliance
with Environmental Laws, failure to receive required permits, licenses or
other approvals or failure to comply with the terms and conditions of such
permits, licenses or approvals would not, singly or in the aggregate, have a
material adverse effect on the Company.
2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to the Representatives and each other Underwriter, and the Representatives
and each other Underwriter agree, severally and not jointly, to purchase from
the Company, at the purchase price set forth in Schedule I hereto, the
respective principal amounts of the Bonds set forth opposite their respective
names in Schedule II hereto.
3. DELIVERY AND PAYMENT. Delivery of and payment for the Bonds shall be
made at the place, date and time specified in Schedule I hereto (or such other
place, date and time not later than eight full business days thereafter as the
Representatives and the Company shall designate), which date and time may be
postponed by agreement between the Representatives and the Company (such date
and time being herein called the "Closing Date"). Delivery of the Bonds shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by certified or official bank check or checks payable in New York
Clearing House (next day) funds or, if so indicated in Schedule I hereto, in
federal (same day) funds. The Bonds will be delivered in definitive registered
form except that, if for any reason the Company is unable to deliver the Bonds
in definitive form, the Company reserves the right, as provided in the
Indenture, to make delivery in temporary form. Any Bonds delivered in temporary
form will be exchangeable without charge for Bonds in definitive form. The Bonds
will be registered in the names of the Underwriters and in the principal amounts
set forth in Schedule II hereto except that if the Company receives a written
request from the Representatives prior to noon on the third business day
preceding the Closing Date giving the names in which the Bonds are to be
registered and the principal amounts thereof (which shall in each case be a
multiple of $1,000) the Company will deliver the Bonds so registered. The Bonds
will be made available to the Representatives for checking in New York, New
York, not later than 2:00 p.m., New York time, on the business day preceding the
Closing Date.
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4. AGREEMENTS. The Company agrees with the several Underwriters that:
(a) With the consent of the Representatives, the Company will cause the
Prospectus Supplement to be filed pursuant to Rule 424(b) and/or Rule 434
under the Act and will notify the Representatives promptly of such filing.
During the period for which a prospectus relating to the Bonds is required
to be delivered under the Act, the Company will promptly advise the
Representatives (i) when any amendment to the Registration Statement shall
have become effective, (ii) when any subsequent supplement to the Prospectus
(including documents deemed to be incorporated by reference into the
Prospectus) has been filed, (iii) of any request by the Commission for any
amendment of or supplement to the Registration Statement or the Prospectus
or for any additional information, and (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceedings
for that purpose. The Company will not file any amendment of the
Registration Statement or supplement to the Prospectus (including documents
deemed to be incorporated by reference into the Prospectus) unless the
Company has furnished to the Representatives a copy for their review prior
to filing and will not file any such proposed amendment or supplement to
which the Representatives reasonably object. The Company will use its best
efforts to prevent the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Bonds is required
to be delivered under the Act, any event occurs as a result of which the
Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it shall be necessary at any time to
amend or supplement the Prospectus to comply with the Act or the Exchange
Act or the respective rules and regulations of the Commission thereunder,
the Company promptly, subject to paragraph (a) of this Section 4, will
prepare and file an amendment or supplement to the Prospectus with the
Commission or will make a filing with the Commission pursuant to Section 13
or 14 of the Exchange Act, which will correct such statement or omission or
will effect such compliance.
(c) The Company will make generally available to its security holders
and to the Representatives a consolidated earnings statement (which need not
be audited) of the Company, for a twelve-month period beginning after the
date of the Prospectus Supplement filed pursuant to Rule 424(b) and/or Rule
434 under the Act, as soon as is reasonably practicable after the end of
such period, but in any event no later than eighteen months after the
"effective date of the Registration Statement" (as defined Rule 158(c) under
the Act), which will satisfy the provision of Section 11(a) of the Act and
the rules and regulations of the Commission thereunder (including at the
option of the Company, Rule 158).
(d) The Company will furnish to each of the Representatives a signed
copy of the Registration Statement as originally filed and of each amendment
thereto, including the Form T-1 of the Trustee and all powers of attorney,
consents and exhibits filed therewith (other than exhibits incorporated by
reference), and will deliver to the Representatives conformed copies of the
Registration Statement, the Prospectus (including all documents incorporated
by reference therein) and, so long as delivery of a prospectus by an
Underwriter or dealer may be required by the Act, all amendments of and
supplements to such documents, in each case as soon as available and in such
quantities as the Representatives may reasonably request.
(e) The Company will furnish such information, execute such instruments
and take such action as may be required to qualify the Bonds for sale under
the laws of such jurisdictions as the Representatives may designate and will
maintain such qualifications in effect so long as required for the
distribution of the Bonds; PROVIDED that the Company shall not be required
to qualify to do business in any jurisdiction where it is not now so
qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now so
subject.
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(f) So long as the Bonds are outstanding, the Company will furnish (or
cause to be furnished) to each of the Representatives, upon request, copies
of (i) all reports to stockholders of the Company and (ii) all reports and
financial statements filed with the Commission or any national securities
exchange.
(g) During the period beginning from the date of this Agreement and
continuing to the Closing Date, the Company will not offer, sell, or
otherwise dispose of any first mortgage bonds of the Company (except under
prior contractual commitments which have been disclosed to the
Representatives), without the prior written consent of the Representatives,
which consent shall not be unreasonably withheld.
5. EXPENSES. Whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, the Company will pay all costs and
expenses incident to the performance of the obligations of the Company
hereunder, including, without limiting the generality of the foregoing, all
costs, taxes and expenses incident to the issue and delivery of the Bonds to the
Underwriters, all fees and expenses of the Company's counsel and accountants,
all costs and expenses incident to the preparing, printing and filing of the
Registration Statement (including all exhibits thereto), the Prospectus
(including all documents incorporated by reference therein) and any amendments
thereof or supplements thereto, all costs and expenses (including fees and
expenses of counsel) incurred in connection with "blue sky" qualifications, the
determination of the legality of the Bonds for investment by institutional
investors and the rating of the Bonds, and all costs and expenses of the
printing and distribution of all documents in connection with this underwriting.
Except as provided in this Section 5 and Section 8 hereto, the Underwriters will
pay all their own costs and expenses, including the fees of their counsel and
any advertising expenses in connection with any offer they may make.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase the Bonds shall be subject, in the discretion of
the Representatives, to the accuracy of the representatives and warranties on
the part of the Company contained herein as of the date hereof and the Closing
Date, to the accuracy of the statements of Company officers made in any
certificates given pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a) The Prospectus Supplement relating to the Bonds shall have been
filed with the Commission pursuant to Rule 424(b) and/or Rule 434 within the
applicable time period prescribed for such filing by the rules and
regulations under the Act and in accordance with Section 4(a) hereof; no
stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission, and all requests for
additional information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction.
(b) The Representatives shall be furnished with opinions, dated the
Closing Date, of John P. Moore, Jr., General Counsel and Secretary of the
Company, substantially in the form included as Exhibit A.
(c) The Representatives shall have received from Gardner, Carton &
Douglas, Chicago, Illinois, counsel for the Underwriters, such opinion or
opinions dated the Closing Date with respect to the incorporation of the
Company, this Agreement, the validity of the Indenture, the Bonds, the
Registration Statement, the Prospectus and other related matters as the
Representatives may reasonably require, and the Company shall have furnished
to such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.
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(d) The Company shall have furnished to the Underwriters the opinion of
Loomis, Ewert, Parsley, Davis & Gotting, special Michigan counsel for the
Company, dated the Closing Date, to the effect that:
(i) the Company is duly authorized as a foreign corporation under the
laws of the State of Michigan and has corporate power, right and
authority to do business in the State of Michigan in the manner as set
forth in the Prospectus to the extent it is authorized to transact such
business in the State of Wisconsin, and to own property in the State of
Michigan in the manner set forth in the Prospectus;
(ii) the Indenture is in proper form, conforming to the laws of the
State of Michigan, to give and create the lien which it purports to
create as to the property therein described and located in the State of
Michigan assuming that the Company holds marketable record title to such
property, except that the lien of the Indenture may not be effective as
to a bona fide purchaser (including a mortgagee) for value of any
after-acquired real property from the Company, unless a supplemental
indenture to the Trustee specifically describing such property has been
duly recorded prior to such purchase or the effective date of recording
of such other lien; and the Indenture is duly and properly recorded or
filed in all places in Michigan necessary to effectuate the lien of the
Indenture as to said property;
(iii) the Company has all necessary power under Michigan statutory
provisions and has all necessary franchises to use its operating electric
and gas properties in Michigan, except that no determination has been
made whether the Company or its Michigan predecessor has secured permits
and approvals, if any, required by the Wetlands Protection Act, 1979 PA
302, and except that the Company does not have electric franchises in the
cities of Ironwood, Bessemer and Wakefield, County of Gogebic, State of
Michigan. However, counsel for the Company, Aberg, Bell, Blake & Metzner,
rendered an opinion on April 19, 1968, that municipal franchises were not
required for the cities of Ironwood and Bessemer; and
(iv) No approval, authorization, consent, certificate or order of any
Michigan commission or regulatory authority is required in connection
with the issuance and sale of the Bonds by the Company to the
Underwriters as provided in this Agreement except as may be required
under state securities laws.
(e) The Company shall have furnished to the Representatives a
certificate of the President or any Vice President of the Company, dated the
Closing Date, as to the matters set forth in paragraph (a) and (i) of this
Section 6 and to the further effect that the signers of such certificate
have carefully examined the Registration Statement, the Prospectus and this
Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct on and as of the Closing Date with the
same effect as if made on the Closing Date, and the Company has complied
with all the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to the Closing Date, and
(ii) there has been no material adverse change in the condition of
the Company, financial or otherwise, or in the earnings, affairs or
business prospects of the Company, whether or not arising in the ordinary
course of business, from that set forth or contemplated by the
Registration Statement or Prospectus Supplement.
(f) The Representatives shall have received letters from the Company's
independent public accountants (dated the date of this Agreement and Closing
Date, respectively, and in form and substance satisfactory to the
Representatives) advising that (i) they are independent public accountants
as required by the Act and published rules and regulations of the Commission
thereunder, (ii) in their opinion, the financial statements and financial
statement schedules incorporated by reference in the Registration Statement
and covered by their opinion filed with the Commission under Section 13 of
the Exchange Act comply as to form in all material respects
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with the applicable accounting requirements of the Exchange Act and the
published rules and regulations thereunder, (iii) they have performed
limited procedures, not constituting an audit, including a reading of the
latest available interim financial statements of the Company, a reading of
the minutes of meetings of the Board of Directors, committees thereof, and
of the Shareholders, of the Company since the date of the most recent
audited financial statements included or incorporated by reference in the
Prospectus, inquiries of officials of the Company responsible for financial
accounting matters and such other inquiries and procedures as may be
specified in such letter, and on the basis of such limited review and
procedures nothing came to their attention that caused them to believe that:
(a) any material modifications should be made to any unaudited financial
statements of the Company included or incorporated by reference in the
Registration Statement or Prospectus for them to be in conformity with
generally accepted accounting principles or any unaudited financial
statements of the Company included or incorporated by reference in the
Registration Statement or Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the
Exchange Act and the rules and regulations of the Commission applicable to
Form 10-Q; (b) with respect to the period subsequent to the date of the most
recent financial statements included or incorporated by reference in the
Prospectus and except as set forth in or contemplated by the Registration
Statement or Prospectus, there were any changes, at a specified date not
more than five business days prior to the date of the letter, in the capital
stock of the Company, increases in long-term debt or decreases in
stockholders' equity or net current assets of the Company as compared with
the amounts shown on the most recent consolidated balance sheet included or
incorporated in the Prospectus, or for the period from the date of the most
recent financial statements included or incorporated by reference in the
Prospectus to such specified date there were any decreases, as compared with
the corresponding period in the preceding year, in operating revenues,
operating income, or net income, except in all instances for changes or
decreases set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the Representatives; (iv)
they have carried out specified procedures performed for the purpose of
comparing certain specified financial information and percentages (which is
limited to financial information derived from general accounting records of
the Company) included or incorporated by reference in the Registration
Statement and Prospectus with indicated amounts in the financial statements
or accounting records of the Company and (excluding any questions of legal
interpretation) have found such information and percentages to be in
agreement with the relevant accounting and financial information of the
Company referred to in such letter in the description of the procedures
performed by them; and (v) on the basis of a reading of the unaudited pro
forma financial information incorporated by reference in the Registration
Statement and the Prospectus, carrying out certain specified procedures that
would not necessarily reveal matters of significance with respect to the
comments set forth in this paragraph (v), inquiries of certain officials of
the Company who have responsibility for financial and accounting matters and
proving the arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the unaudited pro forma financial
information, nothing came to their attention that caused them to believe
that the unaudited pro forma financial information does not comply in form
in all material respects with the applicable accounting requirements of Rule
11-02 of Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of such
information.
(g) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus, there shall not have been
any change or decrease specified in the letter or letters referred to in
paragraph (f) of this Section 6 which makes it impractical or inadvisable in
the judgment of the Representatives to proceed with the public offering or
the delivery of the Bonds on the terms and in the manner contemplated by the
Prospectus.
(h) Subsequent to the date hereof, no downgrading shall have occurred,
nor shall any notice have been given of any intended or potential
downgrading or of any review for a possible change
8
<PAGE>
that does not indicate the direction of the possible change, in the rating
accorded the Company's debt securities or preferred stock by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act.
(i) (i) The Company shall not have sustained since the date of the
latest audited financial statements included or incorporated by reference in
the Prospectus any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus Supplement,
and (ii) since the date of this Agreement, the Company shall not have
incurred any liabilities or obligations, direct or contingent, or entered
into any transactions, not in the ordinary course of business, which are
material to the Company, and there shall not have been any change in the
capital stock or long-term debt of the Company or any change, or any
development involving a prospective change, in or affecting the general
affairs, management, financial position, stockholders' equity or results of
operations of the Company otherwise than as set forth or contemplated in the
Prospectus Supplement, the effect of which, in any such case described in
clause (i) or (ii) is in the judgment of the Representatives so material and
adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Bonds on the terms and in the manner
contemplated by the Prospectus.
(j) No Representative shall have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact which in the opinion of
counsel for the Underwriters is material or omits to state a fact which in
the opinion of counsel for the Underwriters is material and is required to
be stated therein or is necessary to make the statements therein not
misleading.
(k) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as they
may reasonably request.
If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as required by this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be
satisfactory in form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing, or by
telephone or facsimile transmission confirmed in writing.
7. CONDITIONS OF COMPANY'S OBLIGATIONS. The obligations of the Company to
sell and deliver the Bonds are subject to the following conditions:
(a) Prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge
of the Company or the Representatives, threatened.
(b) The order of the Public Service Commission of Wisconsin referred to
in paragraph (l) of Section 1 shall be in full force and effect.
If any of the conditions specified in this Section 7 shall not have been
fulfilled, this Agreement and all obligations of the Company hereunder may be
cancelled on or at any time prior to the Closing Date by the Company. Notice of
such cancellation shall be given to the Underwriters in writing or by telephone
or facsimile transmission confirmed in writing.
8. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Bonds
provided for herein is not consummated because any condition to the obligations
of the Underwriters set forth in Section 6 hereof is not satisfied or because of
any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof, other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally upon demand for all out-of-pocket expenses that shall have been
reasonably incurred by them in connection with the proposed purchase and sale of
the Bonds.
9
<PAGE>
9. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless
each Underwriter and each person who controls any Underwriter within the meaning
of either the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the Bonds
as originally filed or in any amendment thereof, or in the Prospectus or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investing or defending any such
loss, claim, damage, liability or action; PROVIDED that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for use
therein and PROVIDED FURTHER that such indemnity with respect to a prospectus
included in the registration statement or any amendment thereto prior to the
supplementing thereof with the Prospectus Supplement shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Bonds which are the subject thereof if such person was not sent or given a
copy of the Prospectus (but without the documents incorporated by reference
therein) at or prior to the confirmation of the sale of such Bonds to such
person in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in such prospectus was
corrected in the Prospectus in a timely manner and in sufficient quantities to
permit such delivery by the Underwriters. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to the Underwriters but only with reference
to written information furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in the documents
referred to in the foregoing indemnity, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 9 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9, notify the indemnifying party in writing of the commencement thereof;
but the omission to so notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 9. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; PROVIDED
THAT if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party, or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election to to assume the defense
10
<PAGE>
of such action and approval by the indemnifying party of counsel, the
indemnifying party will not be liable to such indemnifying party under this
Section 9 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnifying party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel and one local counsel,
approved by the Representatives in the case of subparagraph (a), representing
the indemnifying parties under paragraphs (a) or (b), as the case may be, who
are parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnifying party to represent the indemnifying
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnifying party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in this Section 9 is unavailable or
insufficient to hold harmless an indemnified party under paragraph (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other hand from the
offering of the Bonds. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under paragraph (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus Supplement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Underwriters on the
other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if contributions
pursuant to this paragraph (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this paragraph (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this paragraph (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this paragraph (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Bonds underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11 (f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations in this paragraph
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 9 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to
11
<PAGE>
each person, if any, who controls any Underwriter within the meaning of the Act;
and the obligations of the Underwriters under this Section 9 shall be in
addition to any liability which the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the Company
within the meaning of the Act.
10. DEFAULT BY AN UNDERWRITER. (a) If any Underwriter shall default in its
obligation to purchase the Bonds which it has agreed to purchase hereunder (in
this Section called "Unpurchased Bonds"), the Representatives may in their
discretion arrange for themselves or any party or other parties to purchase such
Unpurchased Bonds on the terms contained herein. If within thirty-six hours
after such default by any Underwriter the Representatives do not arrange for the
purchase of such Unpurchased Bonds, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Unpurchased
Bonds on such terms. If the event that, within the respective prescribed period,
the Representatives notify the Company that they have so arranged for the
purchase of such Unpurchased Bonds, the Representatives or the Company shall
have the right to postpone the Closing Date for such Unpurchased Bonds for a
period of not more than seven days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Unpurchased Bonds.
(b) If, after giving effect to any arrangements for the purchase of the
Unpurchased Bonds of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in paragraph (a) above, the
aggregate principal amount of such Unpurchased Bonds which remains unpurchased
does not exceed one-eleventh of the aggregate principal amount of the Bonds,
then the Company shall have the right to require each non-defaulting Underwriter
to purchase the principal amount of Bonds which such Underwriter agreed to
purchase hereunder and, in addition, to require each non-defaulting Underwriter
to purchase its pro rata share (based on the principal amount of Bonds which
such Underwriter agreed to purchase hereunder) of the Unpurchased Bonds of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made, but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Unpurchased Bonds of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in paragraph (a) above, the
aggregate principal amount of Unpurchased Bonds which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Bonds, as referred
to in paragraph (b) above, if the Company shall not exercise the right described
in paragraph (b) above to require non-defaulting Underwriters to purchase
Unpurchased Bonds of a defaulting Underwriter or Underwriters, then this
Agreement shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 5 hereof and the
indemnity and contribution agreements in Section 9 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
11. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for all Bonds, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange, (ii) a
banking moratorium shall have been declared either by federal, Wisconsin or New
York State authorities, (iii) trading in any securities of the Company shall
have been suspended or halted, or (iv) there shall have occurred any outbreak or
exclamation of hostilities involving the United States or the declaration by the
United States of a war or national emergency or any other calamity or crisis the
effect of
12
<PAGE>
which on the financial markets in the United States is such as to make it, in
the judgment of the Representatives, impracticable or inadvisable to proceed
with the public offering or delivery of the Bonds on the terms and in the manner
contemplated in the Prospectus.
12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, of its officers and of the Underwriters set forth in or made pursuant
to the Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
their respective officers, directors or controlling persons within the meaning
of the Act, and will survive delivery of and payment for the Bonds. The
provisions of Sections 5, 8 and 9 hereof shall survive the termination or
cancellation of this Agreement.
13. NOTICES. All communications hereunder will be in writing and, if sent
to the Representatives, will be mailed, delivered or transmitted and confirmed
to them at their address set forth for that purpose in Schedule I hereto or, if
sent to the Company, will be mailed, delivered or transmitted and confirmed to
it at 100 North Barstow Street, Eau Claire, Wisconsin 54701, attention
Secretary.
14. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 9 hereof, and no other
person will have any right or obligation hereunder.
15. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Wisconsin.
16. COUNTERPARTS. This Agreement may be executed in counterparts, all of
which, taken together, shall constitute a single agreement among the parties to
such counterparts.
17. REPRESENTATION OF THE UNDERWRITERS. The Representatives represent and
warrant to the Company that they are authorized to act as the representatives of
the Underwriters in connection with this financing and that the Representatives'
execution and delivery of this Agreement and any action under this Agreement
taken by such Representatives will be binding upon all Underwriters.
18. OTHER. Time shall be of the essence for all purposes of this
Agreement. As used herein, "business day" shall mean any day when the
Commission's office in Washington D.C. is open for business.
13
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
NORTHERN STATES POWER COMPANY
By /s/ NEAL A. SIIKARLA
-----------------------------------
Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
BEAR, STEARNS & CO. INC.
By /s/ LEWIS A. SACHS
-----------------------------------
FOR ITSELF OR THEMSELVES AND AS
REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS, IF ANY, NAMED IN
SCHEDULE II TO THE FOREGOING
AGREEMENT.
14
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
NORTHERN STATES POWER COMPANY
By ___________________________________
Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
GOLDMAN, SACHS & CO.
By ___________________________________
FOR ITSELF OR THEMSELVES AND AS
REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS, IF ANY, NAMED IN
SCHEDULE II TO THE FOREGOING
AGREEMENT.
14
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
NORTHERN STATES POWER COMPANY
By ___________________________________
Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
MERRILL LYNCH & CO.
By ___________________________________
FOR ITSELF OR THEMSELVES AND AS
REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS, IF ANY, NAMED IN
SCHEDULE II TO THE FOREGOING
AGREEMENT.
14
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
NORTHERN STATES POWER COMPANY
By ___________________________________
Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
MORGAN STANLEY & CO. INCORPORATED
By ___________________________________
FOR ITSELF OR THEMSELVES AND AS
REPRESENTATIVES OF THE SEVERAL
UNDERWRITERS, IF ANY, NAMED IN
SCHEDULE II TO THE FOREGOING
AGREEMENT.
14
<PAGE>
SCHEDULE I
Underwriting Agreement dated December 12, 1996
Registration Statement No. 333-03173
Representatives and Addresses: Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Bonds:
Designation: First Mortgage Bonds, Series due December 1, 2026,
7 3/8%
Principal Amount: $65,000,000
Supplemental Indenture dated as of December 1, 1996
Date of Maturity: December 1, 2026
Interest Rate: 7 3/8% per annum, payable June 1 and December 1 of each
year, commencing June 1, 1997
Purchase Price: 99.017% of the principal amount thereof, plus accrued
interest, if any, from December 1, 1996 to the date of
payment and delivery.
Public Offering Price: 99.587% of the principal amount thereof, plus
accrued interest, if any, from December 1, 1996
to the date of payment and delivery.
Payment to be made in federal (same day) funds. _X_ Yes ____ No
Closing Date and Location: December 19, 1996
Northern States Power Company
414 Nicollet Mall
Minneapolis, MN 55401
Office for Delivery of Bonds: The Depository Trust Company
55 Water Street
New York, New York 10041
Office for Payment of Bonds: Northern States Power Company
414 Nicollet Mall
Minneapolis, MN 55401
Office for Checking of Bonds: The Depository Trust Company
55 Water Street
New York, New York 10041
15
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME OF UNDERWRITER BONDS
--------------
<S> <C>
Bear, Stearns & Co. Inc........................................................................... $ 65,000,000
--------------
Total................................................................................. $ 65,000,000
--------------
--------------
</TABLE>
16
<PAGE>
EXHIBIT A
FORM OF OPINION OF JOHN P. MOORE, JR.
RE: $65,000,000 PRINCIPAL AMOUNT OF FIRST MORTGAGE BONDS, SERIES DUE DECEMBER 1,
2026, 7 3/8%
OF NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION.
Gentlemen:
For the purpose of rendering this opinion, I have examined the proceedings
taken by Northern States Power Company, a Wisconsin corporation, herein called
the "Company," with respect to the issue and sale by the Company of $65,000,000
principal amount of First Mortgage Bonds, Series due December 1, 2026, 7 3/8%
herein called the "Bonds." In connection therewith, I have participated in the
preparation of the proceedings for the issuance and sale of the Bonds, including
the Underwriting Agreement dated December 12, 1996 (the "Underwriting
Agreement") between you and the Company relating to your purchase of the Bonds,
and have either participated in the preparation of or examined the Trust
Indenture dated April 1, 1947, the 12 Supplemental Trust Indentures thereto, the
Supplemental and Restated Trust Indenture dated March 1, 1991, and the
Supplemental Trust Indenture dated as of December 1, 1996, creating the Bonds,
all from the Company to Firstar Trust Company (formerly known as First Wisconsin
Trust Company), as Trustee (which Trust Indenture and Supplemental Trust
Indentures are herein collectively called the "Indenture"). I have also
participated in the preparation of or examined the registration statement and
the accompanying prospectuses and any supplements thereto, as filed under the
Securities Act of 1933, as amended (herein called the "Act"), with respect to
the Bonds. The terms "Registration Statement" and "Prospectus" as used herein
shall have the meanings ascribed to such terms by the Underwriting Agreement. My
examination has extended to all statutes, records, instruments, and documents
which I have deemed necessary to examine for the purposes of this opinion.
I am of the opinion that:
1. The Company is a legally existing corporation under the laws of the
State of Wisconsin; has corporate power, right, and authority to do business
and to own property in the State of Wisconsin in the manner and as set forth
in the Prospectus; has no "significant subsidiaries" within the meaning of
Rule 1.02(v) of Regulation S-X under the Act; and has corporate power,
right, and authority to make the Indenture and issue and sell the Bonds;
2. The authorized capital stock of the Company is as set forth in the
Prospectus and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued, are fully paid and non-assessable
and are owned by Northern States Power Company, a Minnesota corporation;
3. The Underwriting Agreement has been duly authorized, executed, and
delivered by the Company and is a valid and binding obligation of the
Company, except to the extent that the provisions for indemnities in the
Underwriting Agreement may be held to be unenforceable as against public
policy.
4. The Indenture has been duly authorized by appropriate corporate
proceedings on the part of the Company, has been duly executed and delivered
and constitutes a legal, valid, and binding instrument enforceable in
accordance with its terms, except as the provisions of the United States
Bankruptcy Code may affect the validity of the lien thereof with respect to
proceeds, products, rents, issues, or profits realized, and additional
property acquired, after the commencement of a case under said Code, and
except as enforcement of the provisions of the Indenture may be limited by
the laws of the States of Michigan and Wisconsin (where property covered
thereby is located) affecting the remedies for the enforcement of the
security provided in
1
<PAGE>
the Indenture (which states' laws do not in my opinion make such remedies
inadequate for realization of the benefits of such security) or except as
the same may be limited by bankruptcy or insolvency laws or other similar
laws; and the Indenture constitutes a valid mortgage effective to create a
lien for the security of the Bonds upon the property now owned by the
Company therein specifically described as subject to the lien thereof,
except as otherwise provided therein with respect to specific property or
classes of property;
5. The Indenture is in proper form, conforming to the laws of the State
of Wisconsin, to give and create the lien which it purports to create and
has been and now is duly and properly recorded or filed in all places in the
State of Wisconsin necessary to effectuate the lien of the Indenture.
6. The Company has good and valid title to all real and fixed property
and leasehold rights described or enumerated in the Indenture (except such
properties as have been released from the lien thereof in accordance with
the terms thereof), subject only to: (A) taxes and assessments not yet
delinquent; (B) the lien of the Indenture; (C) as to parts of the Company's
property, certain easements, conditions, restrictions, leases, and similar
encumbrances which do not affect the Company's use of such property in the
usual course of its business, certain minor defects in titles which are not
material, defects in titles to certain properties which are not essential to
the Company's business, and mechanics' lien claims being contested or not of
record or for the satisfaction or discharge of which adequate provision has
been made by the Company pursuant to the Indenture. This opinion does not
cover titles to easements for water flowage purposes or rights of way for
electric and or gas transmission and distribution facilities, but the
Company has the power of eminent domain in the states in which it operates
and such power may be utilized by the Company to cure defects in title to
its real property;
7. The Bonds are secured by and entitled to the benefits of the
Indenture equally and ratably, except as to sinking fund provisions, with
all other bonds duly issued and outstanding under the Indenture by a valid
and direct first mortgage lien of the Indenture on all of the real and fixed
properties, leasehold rights, franchises, and permits now owned by the
Company, subject only to the exceptions set forth in Paragraph 6 above;
8. The Bonds also are secured equally and ratably, except as to sinking
fund provisions, with all other bonds duly issued and outstanding under the
Indenture by a valid and direct first mortgage lien (subject to Permitted
Encumbrances as defined in the Indenture) on all real and fixed property
hereafter acquired by the Company in conformity with the terms of the
Indenture, except as the United States Bankruptcy Code may affect the
validity of the lien of such Indenture on property acquired after the
commencement of a case under such Code, except as to the prior lien of the
Trustee under the Indenture in certain events specified therein, and except
as otherwise provided in the Indenture in the case of consolidation, merger,
or transfer of all the mortgaged and pledged property as an entirety;
9. The issuance of the Bonds in accordance with the terms of the
Indenture and the sale and delivery thereof pursuant to the provisions of
the Underwriting Agreement has been duly authorized by the Company; the
statements made under the captions "Description of New Bonds" and
"Supplemental Description of Offered Bonds" in the Prospectus, insofar as
they purport to summarize provisions of documents specifically referred to
therein, fairly present the information called for with respect thereto by
Form S-3; the Bonds are in due legal form, constitute legal, valid, and
binding obligations of the Company, and (subject to the qualification
expressed in Paragraph 4 above with respect to the validity and
enforceability of certain of the provisions of the Indenture) are
enforceable in accordance with their terms;
10. The consummation of the transactions contemplated in the
Underwriting Agreement and the fulfillment of the terms thereof and
compliance by the Company with all the terms and provisions of the Indenture
will not result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust or other
agreement or instrument known to me to which the Company is a party or by
which it is bound, or the Restated
2
<PAGE>
Articles of Incorporation, as amended, or By-laws of the Company or, to the
best of my knowledge, any order, rule or regulation applicable to the
Company of any court or of any federal or state regulatory body or
administrative agency or other governmental body having jurisdiction over
the Company or its property;
11. The Registration Statement has become effective under the Act. The
Prospectus Supplement (as defined in the Underwriting Agreement) has been
filed pursuant to Rule 424(b) under the Act and no proceedings for a stop
order have been instituted or to my knowledge are pending or threatened
under Section 8(d) of the Act; the Public Service Commission of Wisconsin
has issued its order authorizing the issuance and sale of the Bonds; the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended; and no further approval of, authorization, consent certificate or
order of any governmental body, federal, state or other, is required in
connection with the issuance and sale of the Bonds by the Company to you as
provided in the Underwriting Agreement, except as may be required by "blue
sky" or state securities laws;
12. At the time the Registration Statement became effective and at the
date of the Underwriting Agreement, the Registration Statement (other than
the financial statements and supporting schedules included therein, as to
which no opinion is rendered) complied as to form in all material respects
with the requirements of the Act, the Trust Indenture Act of 1939, as
amended, and the rules and regulations thereunder;
13. I do not know of any legal or governmental proceedings required to
be described in the Prospectus which are not described as required, nor of
any contracts or documents of a character required to be described in the
Registration Statement or Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as required.
14. The Company has all necessary power under statutory provisions and
permits to use its operating electric and gas properties; and
15. All statements contained in the Registration Statement and
Prospectus purporting to set forth my opinion or to be based upon my opinion
correctly set forth my opinion on said respective matters.
In the course of my participation in the preparation of the Registration
Statement and Prospectus I made investigations as to the accuracy of certain of
the statements of fact contained therein, I discussed other matters with
officers, employees and representatives of the Company, and I examined various
corporate records and data. While I do not pass upon and do not assume
responsibility for and shall not be deemed to have independently verified the
accuracy, completeness or fairness of the Registration Statement or the
Prospectus (except as to matters set forth in Paragraphs 12 and 15 above),
nothing has come to my attention that would lead me to believe that the
Registration Statement at the time it became effective or at the date of the
Underwriting Agreement contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus at the date of
the Underwriting Agreement or as of the date hereof contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
In giving my opinion under Paragraph 6 above, I have relied upon
examinations of abstracts of titles to properties of the Company, said abstracts
bearing various dates, and nothing has come to my attention which would lead me
to believe that anything has occurred since the dates of the abstracts
3
<PAGE>
which would adversely affect the titles shown on the abstracts. In giving
opinions as to titles to property of the Company, I also, in certain instances,
relied upon the opinion of other counsel employed or retained by the Company to
render opinions in respect thereto.
Respectfully submitted,
By ___________________________________
John P. Moore, Jr.
General Counsel
4
<PAGE>
FORM OF
SUPPLEMENTAL TRUST INDENTURE
FROM
NORTHERN STATES POWER COMPANY
(A WISCONSIN CORPORATION)
TO
FIRSTAR TRUST COMPANY
(FORMERLY KNOWN AS FIRST WISCONSIN TRUST COMPANY)
TRUSTEE
--------------
DATED DECEMBER 1, 1996
-----------
SUPPLEMENTAL TO TRUST INDENTURE
DATED APRIL 1, 1947
AND
SUPPLEMENTAL AND RESTATED TRUST INDENTURE
DATED MARCH 1, 1991
<PAGE>
TABLE OF CONTENTS
--------------
<TABLE>
<CAPTION>
PAGE
<S> <C> <C> <C>
Parties........................................................................................................ 1
Recitals....................................................................................................... 1
Form of Bond of Series due December 1, 2026.................................................................... 2
Form of Trustee's Certificate.................................................................................. 4
Further Recitals............................................................................................... 4
ARTICLE I.
SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE
LIEN OF THE INDENTURE
Section 1.01-- Grant of certain property, including personal property to comply with the Uniform
Commercial Code, subject to Permitted Encumbrances contained in Indenture................. 5
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SERIES DUE DECEMBER 1, 2026
Section 2.01-- Terms of Bonds............................................................................ 6
Section 2.02-- Redemption of Bonds....................................................................... 6
Section 2.03-- Interchangeability of Bonds............................................................... 7
Section 2.04-- Charges for exchange or transfer of Bonds................................................. 7
Section 2.05-- Book-Entry System......................................................................... 7
ARTICLE III.
APPOINTMENT OF AUTHENTICATING AGENT
Section 3.01-- Appointment of agent or agents for Bonds of Series due December 1, 2026................... 9
Section 3.02-- (a) Qualifications of agents.................................................................. 9
(b) Continuation of agent upon merger or consolidation........................................ 9
(c) Termination of successor agent............................................................ 9
(d) Compensation of agent..................................................................... 10
Section 3.03-- Form of alternate certificate of authentication........................................... 10
Section 3.04-- Limit on location and number of agents.................................................... 10
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
ARTICLE IV.
FINANCING STATEMENT TO COMPLY WITH THE
UNIFORM COMMERCIAL CODE
Section 4.01-- Names and addresses of debtor and secured party........................................... 10
Section 4.02-- Property subject to lien.................................................................. 10
Section 4.03-- Maturity dates and principal amounts of obligations secured............................... 11
Section 4.04-- Financing Statement adopted for all First Mortgage Bonds listed in Section 5.03........... 11
Section 4.05-- Recording data for the Indenture.......................................................... 11
Section 4.06-- Financing Statement covers additional series of First Mortgage Bonds...................... 11
ARTICLE V.
MISCELLANEOUS
Section 5.01-- Recitals of fact, except as stated, are statements of the Company......................... 11
Section 5.02-- Supplemental Trust Indenture to be construed as a part of the Indenture................... 11
Section 5.03-- (a) Trust Indenture Act to control............................................................ 12
(b) Severability of conditions contained in Supplemental Trust Indenture and Bonds............ 12
Section 5.04-- Word "Indenture" as used herein includes in its meaning the 1947 Indenture, as amended and
restated by the Restated Indenture, and all indentures supplemental thereto............... 12
Section 5.05-- References to either party in Supplemental Trust Indenture include successors or
assigns................................................................................... 12
Section 5.06-- (a) Provision for execution in counterparts................................................... 12
(b) Table of Contents and descriptive headings of Articles not to affect meaning.............. 12
Schedule A..................................................................................................... A-1
Mortgagor's Receipt for Copy................................................................................... A-2
</TABLE>
<PAGE>
SUPPLEMENTAL TRUST INDENTURE, made as of the 1st day of December, 1996, by
and between NORTHERN STATES POWER COMPANY, a corporation duly organized and
existing under and by virtue of the laws of the State of Wisconsin, having its
principal office in the City of Eau Claire in said State (herein called the
"Company"), party of the first part, and Firstar Trust Company (formerly known
as First Wisconsin Trust Company), a corporation duly organized and existing
under and by virtue of the laws of the State of Wisconsin, having its principal
office in the City of Milwaukee in said State, as Trustee (herein called the
"Trustee"), party of the second part;
WITNESSETH:
WHEREAS, the Company heretofore has executed and delivered to the Trustee
its Trust Indenture made as of April 1, 1947 (herein referred to as the "1947
Indenture"), whereby the Company granted, bargained, sold, warranted, released,
conveyed, assigned, transferred, mortgaged, pledged, set over, and confirmed to
the Trustee, and to its respective successors in trust, all property, real,
personal, and mixed then owned or thereafter acquired or to be acquired by the
Company (except as therein excepted from the lien thereof) and subject to the
rights reserved by the Company in and by the provisions of the 1947 Indenture,
to be held by said Trustee in trust in accordance with the provisions of the
1947 Indenture for the equal pro rata benefit and security of all and every of
the bonds issued and to be issued thereunder in accordance with the provisions
thereof; and
WHEREAS, the Indenture (as defined below) provides that bonds may be issued
thereunder in one or more series, each series to have such distinctive
designation as the Board of Directors of the Company may select for such series;
and
WHEREAS, the Company has heretofore executed and delivered to the Trustee
the following Supplemental Trust Indentures which, in addition to conveying,
assigning, transferring, mortgaging, pledging, setting over, and confirming to
the Trustee, and its respective successors in said trust, additional property
acquired by it subsequent to the preparation of the next preceding Supplemental
Trust Indenture and adding to the covenants, conditions, and agreements of the
Indenture certain additional covenants, conditions, and agreements to be
observed by the Company, created the following series of First Mortgage Bonds:
<TABLE>
<CAPTION>
DATE OF SUPPLEMENTAL
TRUST INDENTURE DESIGNATION OF SERIES
- --------------------- ----------------------------------------------
<S> <C>
March 1, 1949 Series due March 1, 1979 (retired)
June 1, 1957 Series due June 1, 1987 (retired)
August 1, 1964 Series due August 1, 1994 (redeemed)
December 1, 1969 Series due December 1, 1999 (redeemed)
September 1, 1973 Series due October 1, 2003 (redeemed)
February 1, 1982 Pollution Control Series A (redeemed)
March 1, 1982 Series due March 1, 2012 (redeemed)
June 1, 1986 Series due July 1, 2016 (redeemed)
March 1, 1988 Series due March 1, 2018 (redeemed)
April 1, 1991 Series due April 1, 2021
March 1, 1993 Series due March 1, 2023
October 1, 1993 Series due October 1, 2003; and
</TABLE>
WHEREAS, the 1947 Indenture and all of the foregoing Supplemental Trust
Indentures are referred to herein collectively as the "Original Indenture;" and
WHEREAS, the Company heretofore has executed and delivered to the Trustee a
Supplemental and Restated Trust Indenture, dated March 1, 1991 (the "Restated
Indenture"), which in addition to conveying, assigning, transferring,
mortgaging, pledging, setting over, and confirming to the Trustee, and its
respective successors in said trust, additional property acquired by it
subsequent to the preparation of the next preceding Supplemental Trust
Indenture, amended and restated the Original Indenture; and
WHEREAS, the Restated Indenture became effective and operative on October 1,
1993; and
<PAGE>
2
WHEREAS, the Original Indenture, the Restated Indenture and all trust
indentures supplemental thereto, are referred to herein collectively as the
"Indenture" and certain capitalized terms defined in Section 1.03 of the
Restated Indenture are used with the same meanings herein; and
WHEREAS, the Company is desirous of providing for the creation under the
Indenture of a new series of bonds designated "First Mortgage Bonds, Series due
December 1, 2026," the bonds of said series to be issued as registered bonds
without coupons in denominations of a multiple of $1,000, and the bonds of said
series to be substantially in the following form:
(Form of Bonds of Series due December 1, 2026)
NORTHERN STATES POWER COMPANY
(Incorporated under the laws of the State of Wisconsin)
First Mortgage Bond
Series due December 1, 2026
No. ______________ $ ______________
[Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation, to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]*
NORTHERN STATES POWER COMPANY, a corporation organized and existing under
and by virtue of the laws of the State of Wisconsin (hereinafter called the
Company), for value received, hereby promises to pay to
____________________________________ or registered assigns, at the office of
Firstar Trust Company, at Milwaukee, Wisconsin, the sum of ______________
Dollars in lawful money of the United States of America, on the 1st day of
December, 2026, and to pay interest hereon from the date hereof at the rate of
seven and three-eighths per cent per annum, in like money, until the principal
hereof becomes due and payable; said interest being payable to the person
entitled to such interest at the office of Firstar Trust Company, in Milwaukee,
Wisconsin, on the 1st day of June and on the 1st day of December in each year;
provided that at the option of the Company payment of interest may be made by
wire transfer to the person entitled thereto if such person has provided proper
wire transfer instructions or by check mailed to the address of such person as
such address shall appear in the bond register maintained by the Trustee;
provided further that as long as there is no existing default in the payment of
interest and except for the payment of defaulted interest, the interest payable
on any June 1 or December 1 will be paid to the person in whose name this bond
was registered at the close of business on the record date (the May 21 prior to
such June 1 or the November 20 prior to such December 1 unless any such date is
not a business day, in which event it will be the next preceding business day).
["EXCEPT UNDER THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THIS
GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY, ANOTHER NOMINEE OF THE DEPOSITORY,
A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR".]*
This bond is one of a duly authorized issue of bonds of the Company, known
as its First Mortgage Bonds, of the series and designation indicated on the face
hereof, which issue of bonds consists, or may consist, of several series of
varying denominations, dates, and tenor, all issued and to be issued under and
equally secured (except insofar as a sinking fund, or similar fund, established
in accordance with the provisions of the Indenture may afford additional
security for the bonds of any specific series) by a Trust
*This legend is to be included if the bonds are issued as a Global bond in
book-entry form.
<PAGE>
3
Indenture dated April 1, 1947 (the "1947 Indenture"), as supplemented by 12
supplemental trust indentures (collectively, the "Supplemental Indentures"), a
Supplemental and Restated Trust Indenture dated March 1, 1991 (the "Restated
Indenture") and a new supplemental trust indenture dated December 1, 1996 (the
"New Supplemental Indenture"), all of which instruments are herein collectively
called the "Indenture", executed by the Company to Firstar Trust Company (herein
called the Trustee), as Trustee. The Restated Indenture amends and restates the
1947 Indenture and certain of the Supplemental Indentures and became effective
and operative on October 1, 1993. Certain capitalized terms defined in the
Indenture are used with the same meanings herein. Reference is made to the
Indenture for a complete description of its terms. Reference is hereby made to
the Indenture for a description of the property mortgaged and pledged, the
nature and extent of the security, the rights of the registered holders of the
bonds as to such security, and the terms and conditions upon which the bonds may
be issued under the Indenture and are secured. The principal hereof may be
declared or may become due on the conditions, in the manner and at the time set
forth in the Indenture, upon the happening of a Completed Default as provided in
the Indenture.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and of the
registered holders of the bonds, and the terms and provisions of the Indenture
and of any instruments supplemental thereto may be modified or altered by
affirmative vote of the registered holders of at least 66 2/3% in principal
amount of the bonds then outstanding under the Indenture and any instruments
supplemental thereto (excluding bonds disqualified from voting by reason of the
interest of the Company or of certain related persons therein as provided in the
Indenture); provided that without the consent of all registered holders of all
bonds affected no such modification or alteration shall permit the extension of
the maturity of the principal of any bond or the reduction in the rate of
interest hereon or any other modification in the terms of payment of such
principal or interest.
The Company and the Trustee may deem and treat the person in whose name this
bond is registered as the absolute owner hereof for the purpose of receiving
payment of or on account of the principal hereof and interest hereon and for all
other purposes and shall not be affected by any notice to the contrary.
At the option of the Company, and upon not less than 30 days' notice prior
to the date fixed for redemption, in the manner and with the effect provided in
the Indenture, any or all of the bonds of this Series due December 1, 2026, may
be redeemed by the Company on any date by the payment of principal, the accrued
interest to the date of redemption, and the applicable premium on the principal
amount specified in the tabulation below under the heading "Regular Redemption
Premium," provided that no bond of the Series due December 1, 2026, shall be
redeemed prior to December 1, 2006:
If Redeemed During Regular
the Twelve Month Period Redemption
Beginning Premium
- --------------------------------------------------------------------------------
(REDEMPTION PREMIUMS ARE TO BE INSERTED IN EACH BOND IN CONFORMITY WITH SECTION
2.02)
This bond is transferable as prescribed in the Indenture by the registered
holder hereof in person, or by his duly authorized attorney, at the office of
the Trustee in Milwaukee, Wisconsin, or elsewhere if authorized by the Company,
upon surrender and cancellation of this bond, and thereupon a new bond or bonds
of the same series and of a like aggregate principal amount will be issued to
the transferee in exchange therefor as provided in the Indenture, upon payment
of taxes or other governmental charges, if any, that may be imposed in relation
thereto.
Bonds of this series are interchangeable as to denominations in the manner
and upon the conditions prescribed in the Indenture.
No charge shall be made by the Company for any exchange or transfer of bonds
of the Series due December 1, 2026, other than for taxes or other governmental
charges, if any, that may be imposed in relation thereto.
<PAGE>
4
No recourse shall be had for the payment of principal of or interest on this
bond, or any part thereof, or of any claim based hereon or in respect hereof or
of the Indenture, against any incorporator, or any past, present, or future
stockholder, officer or director of the Company or of any predecessor or
successor corporation, either directly or through the Company, or through any
such predecessor or successor corporation, or through any receiver or a trustee
in bankruptcy, whether by virtue of any constitution, statute, or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released, as more fully provided in the Indenture.
This bond shall not be valid or become obligatory for any purpose unless and
until the certificate of authentication hereon shall have been signed by or on
behalf of Firstar Trust Company, as Trustee under the Indenture, or its
successor thereunder.
IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this bond to be
signed in its name by its President or a Vice President or with the facsimile
signature of its President, and its corporate seal, or a facsimile thereof, to
be hereto affixed and attested by its Secretary or an Assistant Secretary or
with the facsimile signature of its Secretary.
Dated: -------------------------------- NORTHERN STATES POWER COMPANY
Attest: By
--------------------------------
President
-------------------------------- ----------------------
Secretary
----------------------
(Form of Trustee's Certificate)
This bond is one of the bonds of the Series designated therein, described in
the within-mentioned Indenture.
Firstar Trust Company, as Trustee.
By
------------------------------------------
Authorized Officer
and
WHEREAS, the Company is desirous of assigning, conveying, mortgaging,
pledging, transferring, setting over and confirming to the Trustee and to its
respective successors in trust, additional property acquired by it subsequent to
the date of the preparation of the Supplemental Trust Indenture dated October 1,
1993; and
WHEREAS, the Indenture provides in substance that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of creating and setting forth the terms of any new series of bonds and
of assigning, conveying, mortgaging, pledging, transferring, setting over, and
confirming to the Trustee additional property of the Company, and for any other
purpose not inconsistent with the terms of the Indenture; and
WHEREAS, the execution and delivery of this Supplemental Trust Indenture
have been duly authorized by a resolution adopted by the Executive Committee of
the Board of Directors of the Company; and
WHEREAS, the Trustee has duly determined to execute this Supplemental Trust
Indenture and to be bound, insofar as it may lawfully do so, by the provisions
hereof;
<PAGE>
5
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
Northern States Power Company, in consideration of the premises and of one
dollar ($1) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and
other good and valuable considerations, does hereby covenant and agree to and
with Firstar Trust Company, as Trustee, and its successors in the trust under
the Indenture for the benefit of the registered holders of the bonds, or any of
them, issued or to be issued, thereunder, as follows:
ARTICLE I.
SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO
THE LIEN OF THE INDENTURE
SECTION 1.01. The Company in order to better secure the payment, both of the
principal and interest, of all bonds of the Company at any time outstanding
under the Indenture according to their tenor and effect and the performance of
and compliance with the covenants and conditions in the Indenture contained, has
granted, bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over, and confirmed and by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set
over, and confirm unto Firstar Trust Company, as Trustee, and to its respective
successors in said trust forever, subject to the rights reserved by the Company
in and by the provisions of the Indenture, all of the property described and
mentioned or enumerated in a schedule hereto annexed and marked Schedule A,
reference to said schedule being hereby made with the same force and effect as
if the same were incorporated herein at length; together with all and singular
the tenements, hereditaments, and appurtenances belonging or in any wise
appertaining to the aforesaid property or any part thereof with the reversion
and reversions, remainder and remainders, tolls, rents and revenues, issues,
income, product, and profits thereof;
Also, in order to subject the personal property and chattels of the Company
to the Lien of the Indenture in conformity with the provisions of the Uniform
Commercial Code, all fossil, nuclear, hydro, and other electric generating
plants, including buildings and other structures, turbines, generators, boilers,
reactors, nuclear fuel, other boiler plant equipment, condensing equipment, and
all other generating equipment; substations; electric transmission and
distribution systems, including structures, poles, towers, fixtures, conduits,
insulators, wires, cables, transformers, services and meters; steam heating
mains and equipment; gas transmission and distribution systems, including
structures, storage facilities, mains, compressor stations, purifier stations,
pressure holders, governors, services and meters; office, shop, and other
general buildings and structures, furniture and equipment, apparatus and
equipment of all other kinds and descriptions; all municipal and other
franchises, all leaseholds, licenses, permits, privileges and patent rights,
parts or parcels of such real property; all as now owned or hereafter acquired
by the Company pursuant to the provisions of the Indenture; and
All the estate, right, title and interest and claim whatsoever, at law as
well as in equity, that the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof;
Excluding, however, (1) all shares of stock, bonds, notes, evidences of
indebtedness and other securities other than such as may be or are required to
be deposited from time to time with the Trustee in accordance with the
provisions of the Indenture; (2) cash on hand and in banks other than such as
may be or is required to be deposited from time to time with the Trustee in
accordance with the provisions of the Indenture; (3) contracts, claims, bills
and accounts receivable and choses in action other than such as may be or are
required to be assigned to the Trustee in accordance with the provisions of the
Indenture; (4) motor vehicles; (5) any stock of goods, wares and merchandise,
equipment, and supplies acquired for the purpose of sale or lease in the usual
course of business or for the purpose of consumption in the operation,
construction or repair of any of the properties of the Company; and (6) the
properties described in Schedule B annexed to the 1947 Indenture;
<PAGE>
6
To have and to hold all said property, real, personal and mixed, mortgaged,
pledged or conveyed by the Company as aforesaid, or intended so to be, unto the
Trustee and its successors and assigns forever, subject, however, to Permitted
Encumbrances and to the further reservations, covenants, conditions, uses and
trusts set forth in the Indenture; in trust nevertheless for the same purposes
and upon the same conditions as are set forth in the Indenture.
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SERIES DUE DECEMBER 1, 2026
SECTION 2.01. There is hereby created, for issuance under the Indenture, a
series of bonds designated Series due December 1, 2026, each of which shall bear
the descriptive title "First Mortgage Bond, Series due December 1, 2026" and the
form thereof shall contain suitable provisions with respect to the matters
specified in this Section. The bonds of said series shall be substantially of
the tenor and purport hereinbefore recited. The bonds of said series shall
mature December 1, 2026, and shall be issued as registered bonds without coupons
in denominations of a multiple of $1,000. The bonds of said series shall bear
interest at the rate of 7 3/8% per annum payable semi-annually on June 1 and
December 1 of each year, and the principal shall be payable at the office of the
Trustee at Milwaukee, Wisconsin, in lawful money of the United States of
America, and the interest shall be payable in like money to the person entitled
to such interest at said office of the Trustee at Milwaukee, Wisconsin, provided
that at the option of the Company payment of interest may be made by wire
transfer to the person entitled thereto if such person has provided proper wire
transfer instructions or by check mailed to the address of such person as such
address shall appear in the bond register maintained by the Trustee. Bonds of
the Series due December 1, 2026, shall be dated their date of authentication.
As long as there is no existing default in the payment of interest on the
bonds of the Series due December 1, 2026, the person in whose name any bond of
the Series due December 1, 2026, is registered at the close of business on any
Regular Record Date with respect to any interest payment date shall be entitled
to receive the interest payable on such interest payment date notwithstanding
any transfer or exchange of such bond of the Series due December 1, 2026,
subsequent to the Regular Record Date and on or prior to such interest payment
date. Defaulted Interest shall be paid by the Company as provided in Section
2.03 of the Indenture.
The term "Regular Record Date" as used herein with respect to any interest
payment date (June 1 or December 1) shall mean the May 21 prior to such June 1
or November 20 prior to such December 1 unless such May 21 or November 20 shall
not be a Business Day, in which event "Regular Record Date" shall mean the next
preceding Business Day. The term "Business Day" as used herein shall mean any
day other than a Saturday or a Sunday or a day on which the office of the
Trustee in the City of Milwaukee, Wisconsin, is closed pursuant to authorization
of law.
SECTION 2.02. The bonds of the Series due December 1, 2026, shall be
redeemable at the option of the Company as a whole or in part on any date upon
not less than 30 days' previous notice to be given in the manner and with the
effect provided in Section 10.02 of the Indenture at the principal amount
thereof, with accrued interest thereon to the date of redemption and at the
applicable premium on the principal
<PAGE>
7
amount specified in the tabulation below under the heading "Regular Redemption
Premium," provided that no bond of the Series due December 1, 2026, shall be
redeemed prior to December 1, 2006.
<TABLE>
<CAPTION>
IF REDEEMED IF REDEEMED
DURING THE DURING THE
TWELVE MONTH TWELVE MONTH
PERIOD REGULAR PERIOD REGULAR
BEGINNING REDEMPTION BEGINNING REDEMPTION
DECEMBER 1 PREMIUM DECEMBER 1 PREMIUM
- --------------- ----------- ----------------------- -----------
<S> <C> <C> <C>
2006 3.481% 2012 1.392%
2007 3.133 2013 1.044
2008 2.785 2014 0.696
2009 2.437 2015 0.348
2010 2.089 2016 and thereafter None
2011 1.741
</TABLE>
The redemption prices of the bonds of the Series due December 1, 2026, need
not be specified in any temporary bond of said series if an appropriate
reference be made in said temporary bond to the provision of this Section.
SECTION 2.03. The registered owner of any bond or bonds of the Series due
December 1, 2026, at his option may surrender the same at the office of the
Trustee in Milwaukee, Wisconsin, or elsewhere if authorized by the Company, for
cancellation, in exchange for other bonds of the said series of the same
aggregate principal amount, bearing interest as provided in Section 2.01 hereof
thereupon, and upon receipt of any payment required under the provisions of
Section 2.04 hereof, the Company shall execute and deliver to the Trustee and
the Trustee shall authenticate and deliver such other registered bonds to such
registered holder at its office or at any other place specified as aforesaid.
SECTION 2.04. No charge shall be made by the Company for any exchange or
transfer of bonds of the Series due December 1, 2026, other than for taxes or
other governmental charges, if any, that may be imposed in relation thereto.
SECTION 2.05. (a) Except as provided in subsections (c) and (g) below, the
registered holder of all of the bonds of the Series due December 1, 2026 shall
be The Depository Trust Company ("DTC") and the bonds of the Series due December
1, 2026 shall be registered in the name of Cede & Co., as nominee for DTC.
Payment of principal of premium, if any, and interest on any bonds of the Series
due December 1, 2026 registered in the name of Cede & Co. shall be made by
transfer of New York Federal or equivalent immediately available funds with
respect to the bonds of the Series due December 1, 2026 to the account of Cede &
Co. on each such payment date for the bonds of the Series due December 1, 2026
at the address indicated for Cede & Co. in the Bond Register kept by the
Trustee.
(b) The bonds of the Series due December 1, 2026 shall be initially issued
in the form of a separate single authenticated fully registered certificate in
the principal amount of the bonds of the Series due December 1, 2026. Upon
initial issuance, the ownership of such bonds of the Series due December 1, 2026
shall be registered in the Bond Register kept by the Trustee in the name of Cede
& Co., as nominee of DTC. The Trustee and the Company may treat DTC (or its
nominee) as the sole and exclusive registered holder of the bonds of the Series
due December 1, 2026 registered in its name for the purposes of payment of the
principal of and interest on the bonds of the Series due December 1, 2026 and of
giving any notice permitted or required to be given to registered holders under
the Indenture, except as provided in Section 2.05(g) below; and neither the
Trustee nor the Company shall be affected by any notice to the contrary. Neither
the Trustee nor the Company shall have any responsibility or obligation to any
of DTC's participants (each a "Participant"), any person claiming a beneficial
ownership in the bonds of the Series due December 1, 2026 under or through DTC
or any Participant (each a "Beneficial Owner"), or any other person that is not
shown on the Bond Register maintained by the Trustee as being a registered
holder, with respect to the accuracy of any records maintained by DTC or any
Participant; the payment of DTC or any Participant of any amount in respect of
the principal of, premium, if any, or interest on the bonds of the Series due
December 1, 2026; any notice that is permitted or required to be given to
registered holders
<PAGE>
8
under the Indenture of bonds of the Series due December 1, 2026; or any consent
given or other action taken by DTC as bondholder. The Trustee shall pay all
principal of, premium, if any, and interest on the bonds of the Series due
December 1, 2026 registered in the name of Cede & Co. only to or "upon the order
of" DTC (as that term is used in the Uniform Commercial Code as adopted in New
York and Wisconsin), and all such payments shall be valid and effective to fully
satisfy and discharge the Company's obligations with respect to the principal
of, premium, if any, and interest on such bonds of the Series due December 1,
2026 to the extent of the sum or sums so paid. Except as otherwise provided in
Sections 2.05(c) and (g) below, no person other than DTC shall receive
authenticated bond certificates evidencing the obligation of the Company to make
payments of principal of, premium, if any, and interest on the bonds of the
Series due December 1, 2026. Upon delivery by DTC to the Trustee of written
notice to the effect that DTC has determined to substitute a new nominee in
place of Cede & Co., and subject to the provisions of the Indenture with respect
to transfers of bonds, the word "Cede & Co." in this Supplemental Trust
Indenture shall refer to such new nominee of DTC.
(c) If the Company in its discretion determines that it is in the best
interest of the Beneficial Owners that they be able to obtain bond certificates,
the Company may notify DTC and the Trustee, whereupon DTC will notify the
Participants of the availability through DTC of bond certificates. In such
event, the Trustee shall issue, transfer and exchange bond certificates as
requested by DTC in appropriate amounts pursuant to Article II of the Indenture
and Section 2.03 of this Supplemental Trust Indenture. The Company shall pay all
costs in connection with the production of bond certificates if the Company
makes such a determination under this Section 2.05(c). DTC may determine to
discontinue providing its services with respect to the bonds of the Series due
December 1, 2026 at any time by giving written notice to the Company and the
Trustee and discharging its responsibilities with respect thereto under
applicable law. Under such circumstances (if there is no successor book-entry
depository), the Company and the Trustee shall be obligated (at the sole cost
and expense of the Company) to deliver bond certificates as described in this
Supplemental Trust Indenture. If bond certificates are issued, the provisions of
the Indenture shall apply to, among other things, the transfer and exchange of
such certificates and the method of payment and principal of, premium, if any,
and interest on such certificates. Whenever DTC requests the Company and the
Trustee to do so, the Company will direct the Trustee (at the sole cost and
expense of the Company) to cooperate with DTC in taking appropriate action after
reasonable notice (1) to make available one or more separate certificates
evidencing the bonds of the Series due December 1, 2026 to any Participant or
(2) to arrange for another book-entry depository to maintain custody of
certificates evidencing the bonds of the Series due December 1, 2026 registered
in the name Cede & Co. Any successor book-entry depository must be a clearing
agency registered with the Securities and Exchange Commission pursuant to
Section 17A of the Securities Exchange Act of 1934 and must enter into an
agreement with the Company and the Trustee agreeing to act as the depository and
clearing agency for the bonds of the Series due December 1, 2026 (except as
provided in Section 2.05(g) below). After such agreement has become effective,
DTC shall present the bonds of the Series due December 1, 2026 for registration
of transfer in accordance with Section 2.11 of the Indenture, and the Trustee
shall register them in the name of the successor book-entry depository or its
nominee. If a successor book-entry depository has not accepted such position
before the effective date of DTC's termination of its services, the book-entry
system shall automatically terminate and may not be reinstated without the
consent of all registered holders of the bonds of the Series due December 1,
2026.
(d) Notwithstanding any other provision of this Supplemental Trust Indenture
to the contrary, so long as any bonds of the Series due December 1, 2026 are
registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to the principal of, premium, if any, and interest on such bonds of the
Series due December 1, 2026 and all notices with respect to such bonds of the
Series due December 1, 2026 shall be made and given, respectively, to DTC as
provided in the representation letter dated as of the date of delivery of the
bonds of the Series due December 1, 2026 among DTC, the Company and the Trustee.
The Trustee is hereby authorized and directed to comply with all terms of the
representation letter.
<PAGE>
9
(e) In connection with any notice or other communication to be provided to
pursuant to the Indenture for the bonds of the Series due December 1, 2026 by
the Company or the Trustee with respect to any consent or other action to be
taken by the registered holders of the bonds of the Series due December 1, 2026,
the Company or the Trustee, as the case may be, shall seek to establish a record
date to the extent permitted by the Indenture for such consent or other action
and give DTC notice of such record date not less than fifteen (15) calendar days
in advance of such record date to the extent possible. Such notice to DTC shall
be given only when DTC is the sole registered holder.
(f) NEITHER THE COMPANY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR
OBLIGATIONS TO THE PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE
ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY PARTICIPANT; (2) THE PAYMENT BY
DTC OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF
THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OF THE SERIES DUE
DECEMBER 1, 2026; (3) THE DELIVERY BY DTC OR ANY PARTICIPANT OF ANY NOTICE TO
ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE
INDENTURE TO BE GIVEN TO REGISTERED HOLDERS; OR (4) ANY CONSENT GIVEN OR OTHER
ACTION TAKEN BY DTC AS A REGISTERED HOLDER.
SO LONG AS CEDE & CO. IS THE REGISTERED HOLDER OF THE BONDS OF THE SERIES
DUE DECEMBER 1, 2026 AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDS OF THE
SERIES DUE DECEMBER 1, 2026 OR REGISTERED HOLDERS OF THE BONDS OF THE SERIES DUE
DECEMBER 1, 2026 SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS
OF THE BONDS OF THE SERIES DUE DECEMBER 1, 2026 NOR DTC PARTICIPANTS.
(g) The Company, in its sole discretion, may terminate the services of DTC
with respect to the bonds of the Series due December 1, 2026 if the Company
determines that: (i) DTC is unable to discharge its responsibilities with
respect to the bonds of the Series due December 1, 2026; or (ii) a continuation
of the requirement that all of the outstanding bonds of the Series due December
1, 2026 be registered with the registration books kept by the Trustee in the
name of Cede & Co., as nominee of DTC, is not in the best interest of the
Beneficial Owners of the bonds of the Series due December 1, 2026. After such
event and if no substitute book-entry depository is appointed by the Company,
bond certificates will be delivered as described in the Indenture.
(h) Upon the termination of the services of DTC with respect to the bonds of
the Series due December 1, 2026 pursuant to subsections (c) or (g) of this
Section 2.05 after which no substitute book-entry depository is appointed, the
bonds of the Series due December 1, 2026 shall be registered in whatever name or
names registered holders transferring or exchanging bonds of the Series due
December 1, 2026 shall designate in accordance with the provisions of the
Indenture.
ARTICLE III.
APPOINTMENT OF AUTHENTICATING AGENT
SECTION 3.01. The Trustee shall, if requested in writing so to do by the
Company, promptly appoint an agent or agents of the Trustee who shall have
authority to authenticate registered bonds of the Series due December 1, 2026,
in the name and on behalf of the Trustee. Such appointment by the Trustee shall
be evidenced by a vice-president of the Trustee delivered to the Company prior
to the effectiveness of such appointment.
SECTION 3.02. (a) Any such authenticating agent shall be acceptable to the
Company and shall at all times be a corporation which is organized and doing
business under the laws of the United States or of any State, is authorized
under such laws to act as authenticating agent, has a combined capital and
surplus between $5,000,000 and $10,000,000, and is subject to supervision or
examination by federal or state authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the
<PAGE>
10
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 3.02 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.
(b) Any corporation into which any authenticating agent may lawfully be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion, or consolidation to which any
authenticating agent shall be a party, or any corporation succeeding to the
corporate agency business of any authenticating agent, shall continue to be the
authenticating agent without the execution or filing of any paper or any further
act on the part of the Trustee or the authenticating agent.
(c) Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time,
and upon written request of the Company to the Trustee shall, terminate the
agency of any authenticating agent by giving written notice of termination to
such authenticating agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee, unless otherwise requested in
writing by the Company, promptly shall appoint a successor authenticating agent,
which shall be acceptable to the Company. Any successor authenticating agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers, duties, and responsibilities of its predecessor hereunder, with
like effect as if originally named. No successor authenticating agent shall be
appointed unless eligible under the provisions of this Section 3.02.
(d) The Trustee agrees to pay to any authenticating agent, appointed in
accordance with the provisions of this Section 3.02, reasonable compensation for
its services, and the Trustee shall be entitled to be reimbursed for such
payments.
SECTION 3.03. If an appointment is made pursuant to this Article III, the
registered bonds of the Series due December 1, 2026, shall have endorsed
thereon, in addition to the Trustee's Certificate, an alternate Trustee's
Certificate in the following form:
This bond is one of the bonds of the Series designated therein, described in
the within-mentioned Indenture.
FIRSTAR TRUST COMPANY,
as Trustee,
By
Authenticating Agent,
By
Authorized Officer.
SECTION 3.04. No provision of this Article III shall require the Trustee to
have at any time more than one such authenticating agent for any one State or to
appoint any such authenticating agent in the State in which the Trustee has its
principal place of business.
ARTICLE IV.
FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 4.01. The name and address of the debtor and secured party are set
forth below:
Debtor: Northern States Power Company
100 North Barstow Street
Eau Claire, Wisconsin 54701
<PAGE>
11
Secured Party: Firstar Trust Company, Trustee
615 East Michigan Street
Milwaukee, Wisconsin 53202
NOTE: Northern States Power Company, the debtor above named, is "a
transmitting utility" under the Uniform Commercial Code as adopted in Michigan
and Wisconsin.
SECTION 4.02. Reference to Article I hereof is made for a description of the
property of the debtor covered by this Financing Statement with the same force
and effect as if incorporated in this Section at length.
SECTION 4.03. The maturity dates and respective principal amounts of
obligations of the debtor secured and presently to be secured by the Indenture,
reference to all of which for the terms and conditions thereof is hereby made
with the same force and effect as if incorporated herein at length, are as
follows.
<TABLE>
<CAPTION>
OUTSTANDING
FIRST MORTGAGE BONDS PRINCIPAL AMOUNT
- -------------------------------------------------- ----------------
<S> <C>
Series due April 1, 2021.......................... $ 44,635,000
Series due March 1, 2023.......................... $ 110,000,000
Series due October 1, 2003........................ $ 40,000,000
Series due December 1, 2026....................... $ 65,000,000
</TABLE>
SECTION 4.04. This Financing Statement is hereby adopted for all of the
First Mortgage Bonds of the series mentioned above secured by the Indenture.
SECTION 4.05. The 1947 Indenture and the prior Supplemental Trust
Indentures, and the Restated Indenture, as set forth below, have been filed or
recorded in each and every office in the States of Michigan and Wisconsin
designated by law for the filing or recording thereof in respect of all property
of the Company subject thereto:
Original Indenture
Dated April 1, 1947
Supplemental Trust Indenture
Dated March 1, 1949
Supplemental Trust Indenture
Dated June 1, 1957
Supplemental Trust Indenture
Dated August 1, 1964
Supplemental Trust Indenture
Dated December 1, 1969
Supplemental Trust Indenture
Dated September 1, 1973
Supplemental Trust Indenture
Dated February 1, 1982
Supplemental Trust Indenture
Dated March 1, 1982
Supplemental Trust Indenture
Dated June 1, 1986
Supplemental Trust Indenture
Dated March 1, 1988
Supplemental and Restated Trust Indenture
Dated March 1, 1991
Supplemental Trust Indenture
Dated April 1, 1991
Supplemental Trust Indenture
Dated March 1, 1993
Supplemental Trust Indenture
Dated October 1, 1993
SECTION 4.06. The property covered by this Financing Statement also shall
secure additional series of First Mortgage Bonds of the debtor that may be
issued from time to time in the future in accordance with the provisions of the
Indenture.
<PAGE>
12
ARTICLE V.
MISCELLANEOUS
SECTION 5.01. The recitals of fact herein, except the recital that the
Trustee has duly determined to execute this Supplemental Trust Indenture and be
bound, insofar as it may lawfully so do, by the provisions hereof and in the
bonds shall be taken as statements of the Company and shall not be construed as
made by the Trustee. The Trustee makes no representations as to the value of any
of the property subjected to the Lien of the Indenture, or any part thereof, or
as to the title of the Company thereto, or as to the security afforded thereby
and hereby, or as to the validity of this Supplemental Trust Indenture or of the
bonds issued under the Indenture by virtue hereof (except the Trustee's
certificate), and the Trustee shall incur no responsibility in respect of such
matters.
SECTION 5.02. This Supplemental Trust Indenture shall be construed in
connection with and as a part of the Indenture.
SECTION 5.03. (a) If any provision of this Supplemental Trust Indenture
limits, qualifies, or conflicts with another provision of the Indenture required
to be included in indentures qualified under the Trust Indenture Act of 1939 (as
enacted prior to the date of this Supplemental Trust Indenture) by any of the
provisions of Sections 310 to 317, inclusive, of the said Act, such required
provisions shall control.
(b) In case any one or more of the provisions contained in this Supplemental
Trust Indenture or in the bonds issued hereunder should be invalid, illegal, or
unenforceable in any respect, the validity, legality, and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected, impaired, prejudiced, or disturbed thereby.
SECTION 5.04. Wherever in this Supplemental Trust Indenture the word
"Indenture" is used without the prefix "1947", "Original", "Restated" or
"Supplemental" such word was used intentionally to include in its meaning the
1947 Indenture, as amended and restated by the Restated Indenture, and all
indentures supplemental thereto.
SECTION 5.05. Wherever in this Supplemental Trust Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company or by
or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or not.
SECTION 5.06. (a) This Supplemental Trust Indenture may be simultaneously
executed in several counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
(b) The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Trust Indenture were formulated, used and inserted
in this Supplemental Trust Indenture for convenience only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
------------------------
The amount of obligations to be issued forthwith under the Indenture is
$65,000,000.
------------------------
<PAGE>
13
IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY, a Wisconsin corporation,
party of the first part, has caused its corporate name and seal to be hereunto
affixed, and this Supplemental Trust Indenture to be signed by its Treasurer,
and attested by its Secretary or an Assistant Secretary, for and in its behalf,
and FIRSTAR TRUST COMPANY, a corporation duly organized and existing under and
by virtue of the laws of the State of Wisconsin, as Trustee, party of the second
part, to evidence its acceptance of the trust hereby created, has caused its
corporate name and seal to be hereunto affixed, and this Supplemental Trust
Indenture to be signed by its President or a Vice President, and attested by its
Secretary or an Assistant Secretary, for and in its behalf, all done this 13th
day of December, 1996.
NORTHERN STATES POWER COMPANY.
BY NEAL A. SIIKARLA, TREASURER
(CORPORATE SEAL)
Attest:
JOHN P. MOORE, JR., SECRETARY
Executed by Northern States
Power Company in presence of:
BRENDA L. THALACKER,
SUSAN J. STELTER, WITNESSES.
FIRSTAR TRUST COMPANY,
BY EUGENE R. LEE, VICE PRESIDENT
(CORPORATE SEAL)
Attest:
AMY E. NOLDE, ASSISTANT SECRETARY
Executed by Firstar
Trust Company in presence of:
LORI E. MEIER,
PETER M. BRENNAN, WITNESSES.
<PAGE>
14
STATE OF WISCONSIN ss.:
EAU CLAIRE COUNTY
On this the 13th day of December 1996, before me, JEAN C. FRANSWAY, the
undersigned officer, personally appeared NEAL A. SIIKARLA and JOHN P. MOORE,
JR., who acknowledged themselves to be the Treasurer and Secretary,
respectively, of Northern States Power Company, a Wisconsin corporation, and
that they, as such Treasurer and Secretary, respectively, being authorized so to
do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as Treasurer and Secretary,
respectively.
In Witness Whereof, I hereunto set my hand and official seal.
JEAN C. FRANSWAY
NOTARY PUBLIC IN AND FOR EAU CLAIRE COUNTY
STATE OF WISCONSIN
MY COMMISSION EXPIRES APRIL 26, 1998.
(NOTARIAL SEAL)
STATE OF WISCONSIN ss.:
MILWAUKEE COUNTY
On this the 13th day of December 1996, before me, F.J. GINGRASSO, the
undersigned officer, personally appeared EUGENE R. LEE and AMY E. NOLDE , who
acknowledged themselves to be the Vice President and Assistant Secretary,
respectively, of Firstar Trust Company, a corporation, and that they, as such
Vice President and Assistant Secretary, respectively, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by themselves as Vice President and Assistant
Secretary, respectively.
In Witness Whereof, I hereunto set my hand and official seal.
F.J. GINGRASSO
NOTARY PUBLIC IN AND FOR MILWAUKEE COUNTY
STATE OF WISCONSIN
MY COMMISSION EXPIRES JULY 23, 2000
(NOTARIAL SEAL)
<PAGE>
A-1
SCHEDULE A
The property referred to in the granting clause in the foregoing
Supplemental Trust Indenture from Northern States Power Company to Firstar Trust
Company, as Trustee, dated December 1, 1996, includes parts or parcels of real
property and other property hereinafter more specifically described. Such
description, however, is not intended to limit or impair the scope or intention
of the general description contained in the granting clauses or elsewhere herein
or in the Indenture.
I.
PROPERTIES IN THE STATE OF WISCONSIN
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF
ASHLAND, STATE OF WISCONSIN, TO-WIT:
SITE OF THE WOODFIELD LANDFILL WETLAND MITIGATION PROJECT
The West One-Half (W 1/2) of the Northwest Quarter (NW 1/4), Section 31,
Township 47 North, Range 4 West.
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF
CHIPPEWA, STATE OF WISCONSIN, TO-WIT:
SITE OF THE BLOOMER SUBSTATION (ADDITIONAL PROPERTY)
The North 27 feet 2 inches (27'-2") of the East 66 feet 6 1/2 inches
(66'-6 1/2") of Lot 9, Block 6, of Priddy's Addition to the Village (now City)
of Bloomer.
SITE OF THE EAGLE POINT SUBSTATION
Lot 1 of Certified Survey Map 1293 recorded in Volume 5 of Certified Survey
Maps, Pages 128-129, as Document No. 539110.
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF
DUNN, STATE OF WISCONSIN, TO-WIT:
SITE OF THE TYRONE ENERGY PARK (ADDITIONAL PROPERTY)
A piece or parcel of land located in the NW 1/4 of the SE 1/4, Section 31,
Township 26 North, Range 12 West, described as follows:
Commencing at the Southeast corner of said forty, thence West along the
South line thereof, 500 feet; thence North at a right angle, 664 feet to the
point of beginning for lands herein conveyed; thence at a right angle East, 110
feet; thence at a right angle South, 74 feet; thence at a right angle East, 50
feet; thence at a right angle South, 50 feet; thence at a right angle West, 160
feet; thence at a right angle North, 124 feet to point of beginning.
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF EAU
CLAIRE, STATE OF WISCONSIN, TO-WIT:
SITE OF THE WEST SIDE SUBSTATION
Lot One (1) of Certified Survey Map, Volume 6 of CSM, Pages 13-14, in part
of the NW 1/4 of the SW 1/4, Section 4, Township 27 North, Range 10 West, and in
part of the NE 1/4 of the SE 1/4, Section 5, Township 27 North, Range 10 West,
Town of Union.
<PAGE>
A-2
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF
JACKSON, STATE OF WISCONSIN, TO-WIT:
SITE OF THE HIXTON TELECOMMUNICATIONS TOWER
That part of the East One-Half of the Northwest Quarter, Section Thirteen,
Township 22 North, Range Six West, lying westerly of the centerline of West
Adams Road, as now located and travelled.
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF LA
CROSSE, STATE OF WISCONSIN, TO-WIT:
SITE OF TRANSMISSION LINE #3205 PROPERTY
That part of the South 1/2 of the SW 1/4 of Section 15, Township 15 North,
Range 7 West, described as follows: Commencing at the southwest corner of the SW
1/4 of the SW 1/4; thence East along the south line thereof, 1532.7 feet; thence
N 0 DEG.06'E 432.4 feet; thence N 20 DEG.48'W 84.09 feet to the west line of
Cliffside Drive; thence N0 DEG.06'E along said west line 587.56 feet to the
south line of the Northern States Power Company easement and the point of
beginning of this description; thence N 88 DEG.59'W along said south line 197.55
feet; thence N 0 DEG.06'E to the north line of said South 1/2 of the SW 1/4;
thence East along said north line 195.55 feet to the west line of Cliffside
Drive; thence South 0 DEG.06'W to the point of beginning.
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF
PRICE, STATE OF WISCONSIN, TO-WIT:
SITE OF THE NORTHFORK SUBSTATION
Lot 1 of Price County Certified Survey Map No. 744 recorded in the Office of
the Register of Deeds for Price County in Volume 4, Page 45, as Document No.
268173, being located in the NW 1/4 of the NW 1/4 of Section 24, Township 40
North, Range 1 West, part of Blocks 19 and 25, River View Addition to the City
of Park Falls.
Together with a fifty foot wide easement for ingress and egress, said
easement lying twenty-five feet of each side of the following described
centerline: Commencing at the point of beginning of the above mentioned
Certified Survey Map; thence N89 DEG.59'43"E along the South line of said Lot 1,
30 feet to the point of beginning of said easement centerline; thence
S00 DEG.00'17"E along said centerline, 50 feet to the North line of Wisconsin
Street, and the end of said centerline.
SITE OF PROPERTY IN PARK FALLS FOR TRANSMISSION LINE #3615 CORRIDOR
A parcel of land being a part of Wisconsin Central Ltd.'s Prentice to
Ashland, Wisconsin Branch Line right of way, lying parallel with and 33 feet
normally distant Easterly from the centerline of said Railroad Company's Main
Track, being part of the Northeast Quarter of the Northwest Quarter (NE1/4
NW1/4), part of the Southeast Quarter of the Northwest Quarter (SE1/4 NW1/4),
part of the Southwest Quarter of the Northeast Quarter (SW1/4 NE1/4), part of
the Northwest Quarter of the Southeast Quarter (NW1/4 SE1/4), part of the
Southwest Quarter of the Southeast Quarter (SW 1/4 SE 1/4) and part of the
Southeast Quarter of the Southeast Quarter (SE1/4 SE1/4) of Section 14, Township
40 North, Range 1 West of the Fourth Principal Meridian, Price County,
Wisconsin, described as follows:
Commencing at the Northwest corner of the Northeast Quarter (NE1/4) of said
Section 14;
thence South 00 degrees 19 minutes 59 seconds West, along the West Line of
said Northeast Quarter (NE 1/4), a distance of 1,641.76 feet to the Easterly
right of way and property line of Wisconsin Central Ltd. and the Point of
Beginning;
thence South 27 degrees 26 minutes 21 seconds East, along said Easterly
line, a distance of 376.39 feet;
<PAGE>
A-3
thence Southeasterly along said Easterly Line, and along the arc of a curve
concave to the Southwest (with said curve having a radius = 10,360.73 feet, a
central angle = 03 degrees 58 minutes 06 seconds, a chord length = 717.46 feet,
and a chord bearing = South 25 degrees 27 minutes 18 seconds East) a distance of
717.60 feet;
thence South 23 degrees 28 minutes 15 seconds East, continuing along said
East Line, a distance of 2,308.67 feet;
thence South 66 degrees 31 minutes 45 seconds West, a distance of 67.00
feet;
thence North 23 degrees 28 minutes 15 seconds West, a distance of 2,308.67
feet;
thence Northwesterly along the arc of a curve concave to the Southwest (with
said curve having a radius = 10,293.73 feet, a central angle = 03 degrees 58
minutes 06 seconds, a chord length = 712.82 feet, and a chord bearing = North 25
degrees 27 minutes 18 seconds West), a distance of 712.96 feet;
thence North 27 degrees 26 minutes 21 seconds West, a distance of 1,803.52
feet;
thence North 62 degrees 33 minutes 39 seconds East, a distance of 67.00
feet;
thence South 27 degrees 26 minutes 21 seconds East, a distance of 1,427.13
feet to the point of beginning.
Said described parcel contains 323,441 square feet, more or less, or 7.43
acres.
THE FOLLOWING DESCRIBED PROPERTY SITUATED, LYING AND BEING IN THE COUNTY OF
SAWYER, STATE OF WISCONSIN, TO-WIT:
SITE OF THE HAYWARD OFFICE FACILITY
A parcel of land located in the SW 1/4 of the NE 1/4 and the NW 1/4 of the
SE 1/4 and the SE 1/4 of the NW 1/4, Section 28, Township 41 North, Range 9
West, described as follows:
To locate the Point of Beginning, commence at the North 1/4 corner of said
Section 28; thence S00 DEG.18'03"W along the monumented N-S 1/4 line, 1369.50
feet to an iron pipe which is 50.00 feet south of the Northwest corner of the SW
1/4-NE 1/4 of said Section 28, which is the point of beginning.
Thence from Point of Beginning by Metes and Bounds;
Continue S00 DEG.18'03"W along the monumented N-S 1/4 line 836.59 feet to an
iron pipe; thence leaving said N-S 1/4 line, S32 DEG.44'29"W, 516.13 feet to an
iron pipe on the E-W 1/4 line; thence along the E-W 1/4 line, N89 DEG.44'47"E,
276.88 feet to the monumented Center 1/4 corner of said Section 28; thence
S00 DEG.17'20"W along the monumented N-S 1/4 line, 174.93 feet to an iron pipe
on the north line of CSM #1348; thence along said north line, N48 DEG.10'56"E,
152.84 feet to an iron rod on the Northwest corner of Lot 2B of said CSM #1348;
thence N48 DEG.10'56"E, 66.01 feet to the North corner of Lot 2B of said CSM
#1348; thence N48 DEG.04'14"E, 948.00 feet to an iron pipe on the SW corner of
CSM #1102; thence along the west line of said CSM #1102, N35 DEG.47'01"W, 401.64
feet to an iron pipe at the NW corner of said CSM #1102; thence leaving said
West line, N38 DEG.11'24"W, 493.71 feet to the monumented south line of the
First Addition to the Johnson Addition; thence along said South line
S89 DEG.16'30"W, 19.33 feet; thence S00 DEG.16'30"W, 49.98 feet; thence North
89 DEG.44'12"W, 301.18 feet to the Point of Beginning.
SITE OF ADDITIONAL LANDS ADJACENT TO THE HAYWARD OFFICE FACILITY
That part of the Southwest Quarter of the Northeast Quarter (SW 1/4-NE 1/4)
of Section 28, Township 41 North, Range 9 West, more particularly described as
Lots 1 and 3 as recorded in Volume 5 of Certified Survey Maps, Page 383, Survey
No. 1102. Together with a non-exclusive easement for ingress and egress as shown
on Certified Survey Map referred to above.
<PAGE>
A-4
MORTGAGOR'S RECEIPT FOR COPY
The undersigned, Northern States Power Company, a Wisconsin corporation, the
Mortgagor described in the foregoing instrument, hereby acknowledges that it has
this day received from Firstar Trust Company, the Mortgage described therein, a
full, true, complete, and correct copy of said instrument with signatures,
witnesses and acknowledgments thereon shown.
Dated this 13th day of December, 1996.
NORTHERN STATES POWER COMPANY
By NEAL A. SIIKARLA, TREASURER
(CORPORATE SEAL)
Attest:
JOHN P. MOORE, JR., SECRETARY
--------------
This instrument was drafted by Northern States Power Company, 100 North
Barstow Street, Eau Claire, Wisconsin 54701.
<PAGE>
EXHIBIT 12.01
NORTHERN STATES POWER COMPANY
(a Wisconsin corporation)
STATEMENT OF COMPUTATION OF
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Twelve Months
Ended
September 30, 1996 1995 1994 1993 1992 1991
------------------ ---- ---- ---- ---- ----
(Thousands of dollars)
<S> <C> <C> <C> <C> <C> <C>
Earnings
Income from continuing operations $38,899 $39,217 $38,545 $38,007 $38,200 $36,552
Add
Taxes based on income
Federal income taxes (1) 18,918 18,463 9,366 13,794 16,294 14,585
State income taxes (1) 4,610 4,676 2,711 3,091 3,475 3,279
Deferred income taxes-net (1) 1,529 1,838 7,678 7,162 3,088 4,318
Investment tax credit adjustment - net (916) (936) (943) (948) (956) (971)
------- ------- ------- ------- ------- -------
Total Pretax Income $63,040 $63,258 $57,357 $61,106 $60,101 $57,763
------- ------- ------- ------- ------- -------
Fixed charges
Interest on Long-Term Debt $15,899 $16,038 $15,995 $16,343 $17,269 $15,863
Amortization of Debt Premium,
Discount & Expense 766 768 767 1,995 435 423
Other Interest Expense 2,515 2,780 1,293 411 422 973
Interest Factors of Rents:
Nuclear Fuel
Other
------- ------- ------- ------- ------- -------
Total Fixed Charges $19,180 $19,586 $18,055 $18,749 $18,126 $17,259
------- ------- ------- ------- ------- -------
Earnings (before Income Taxes)
& Fixed Charges $82,220 $82,844 $75,412 $79,855 $78,227 $75,022
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Ratio of earnings to fixed charges 4.29 4.23 4.18 4.26 4.32 4.35
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
</TABLE>
(1) Includes income taxes included in Miscellaneous Income Deductions and
Non-operating Taxes.
<PAGE>
EXHIBIT 12.02
WISCONSIN ENERGY COMPANY*
UNAUDITED PRO FORMA
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
<TABLE>
<CAPTION>
Twelve Months
Ended
September 30, 1996 1995 1994 1993 1992 1991
------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Income $266,519 $279,885 $220,299 $230,086 $214,150 $231,034
Income Tax 163,589 165,975 120,665 124,225 113,731 122,946
-------- -------- -------- -------- -------- --------
Pretax Income 430,108 445,860 340,964 354,311 327,881 353,980
Fixed Charges:
- -------------
Interest on Long-Term Debt 103,787 103,113 103,685 105,987 103,100 96,794
Amortization of Debt
Premium, Discount & Expense 12,188 13,420 15,136 15,613 5,571 3,325
Other Interest Expense 11,239 14,740 8,903 4,356 4,605 7,709
Interest Factor of Rents
- ------------------------
Nuclear Fuel 2,470 2,401 1,896 1,697 2,098 3,174
Other 1,070 1,070 1,070 1,528 1,054 935
-------- -------- -------- -------- -------- --------
Total Fixed Charges 130,754 134,744 130,690 129,181 116,428 111,937
Earnings Before Income
Taxes & Fixed Charges $560,862 $580,604 $471,654 $483,492 $444,309 $465,917
Ratio of earnings to
fixed charges 4.29 4.31 3.61 3.74 3.82 4.16
</TABLE>
* In connection with the business combinations, WE will be renamed Wisconsin
Energy Company.
