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) May 16, 1997
Northern States Power Company
(Exact name of registrant as specified in its charter)
Wisconsin
(State or other jurisdiction of incorporation)
10-3140 39-0508315
(Commission File Number) (IRS Employer Identification No.)
100 North Barstow, Eau Claire, WI 54703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 715-839-2592
(Former name or former address, if changed since last report)
Item 5. Other Events
On May 16, 1997, Northern States Power Company, a Minnesota corporation (NSPM)
and Wisconsin Energy Corporation, a Wisconsin corporation (WEC), announced
that they have mutually agreed to terminate their plans to merge the two
companies, with each company paying only its own merger-related costs. Both
companies' Boards of Directors voted to terminate the merger agreement. NSPM
is the parent of Northern States Power Company, a Wisconsin Corporation (the
Company). These actions by NSPM and WEC effectively terminate the Company's
involvement with the proposed merger as well.
As a result of the merger termination, NSPM and the Company will charge to
expense in the second quarter of 1997 all deferred merger-related costs. As
of April 30, 1997, approximately $29 million of costs associated with the
merger had been incurred and deferred, including the Company's portion of
approximately $900,000.
Attached as Exhibit 99.01 is NSPM's news release issued on May 16, 1997.
Item 7. Financial Statements and Exhibits
(c) EXHIBITS
Exhibit
No. Description
99.01 May 16, 1997 News Release from NSPM
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/
Roger D. Sandeen
Controller
Dated: May 19, 1997
EXHIBIT INDEX
Method of Exhibit
Filing No. Description
DT 99.01 May 16, 1997 News Release from
NSPM
DT = Filed electronically with this direct transmission.
Northern States Power Company Exhibit 99.01
414 Nicollet Mall
Minneapolis, MN 55401 News Release
Telephone (612) 330-5500
May 16, 1997
WISCONSIN ENERGY, NORTHERN STATES POWER
AGREE TO TERMINATE MERGER PROCEEDINGS
Minneapolis, Minn., and Milwaukee, Wis.--James J. Howard, chairman,
president and chief executive officer of Northern States Power Co., and
Richard A. Abdoo, chairman, president and chief executive officer of Wisconsin
Energy Corp., today announced that they have agreed to terminate plans to
merge the two companies. The Merger Agreement would have combined WEC and NSP
into Primergy Corporation, which would have resulted in $2 billion of cost
reductions benefiting customers and stockholders.
"We filed applications two years ago to join the companies. Our purpose
was to form a combined enterprise that would create greater value for our
customers and shareholders," Howard said. "We anticipated a 12- to 18-month
approval process because we complied with the requirements for all previously
approved mergers.
"What we encountered were regulatory agencies that were changing their
merger policies as they were considering our filing," he said. "The Federal
Energy Regulatory Commission's decision and its analysis of the market power
issues -- released earlier this week and remanding the discussion of further
negotiation among the parties -- confirm that its policies are still being
developed. Unfortunately, the regulators have chosen applications like this
one to resolve many of these issues. There is simply no end to this process
in sight."
"At this time," Abdoo said, "it's important for us to take advantage of
other opportunities. Continuing the Primergy transaction, given the current
regulatory climate, is not in the best interests of our stockholders,
customers and employees."
Abdoo said there are many factors in the decision to terminate the Merger
Agreement, including: the FERC action; the fact that any regulatory approvals
that might be obtained appear to be heading in the direction of significantly
reducing the benefits of the Primergy transaction; and the impact on
stockholders, customers and employees of at least another six months of delay
as a result of the FERC action after almost a two-year wait.
"After thorough consideration, we have mutually agreed to terminate our
plans," Abdoo stated. "The stockholders, customers and employees of both
companies have waited too long and there is no certainty the matter will ever
be decided by the regulatory authorities."
The companies announced their merger plans May 1, 1995, and filed
applications in July and August with state and federal regulatory bodies. To
date, approvals have been granted by the state regulatory commissions in
Michigan and North Dakota, but not by the commissions in Minnesota and
Wisconsin. Approvals from the Securities & Exchange Commission and U.S.
Department of Justice also are pending.
Both companies' boards of directors voted today to end the merger
process. NSP and Wisconsin Energy will jointly withdraw their merger
applications from state and federal agencies.
###
For more information, contact
NSP Media Representatives
Office: (612) 337-2167
Internet: http://www.nspco.com
