-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BBFLJVqKZGd+VeKWQDSyFzYxb8Siu948QHpEBLJdjMIb3TTt8I2ATQhjjXBNeFTo S5sYORt5WClJjD1N3lJQVg== 0000072903-00-000006.txt : 20000224 0000072903-00-000006.hdr.sgml : 20000224 ACCESSION NUMBER: 0000072903-00-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000223 ITEM INFORMATION: FILED AS OF DATE: 20000223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN STATES POWER CO /MN/ CENTRAL INDEX KEY: 0000072903 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 410448030 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03034 FILM NUMBER: 551803 BUSINESS ADDRESS: STREET 1: 414 NICOLLET MALL 4TH FL CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123305500 MAIL ADDRESS: STREET 1: 414 NICOLLET MALL STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2000 ----------------- NORTHERN STATES POWER COMPANY -------------------------------- (Exact name of registrant as specified in its charter) MINNESOTA --------- (State or other jurisdiction of incorporation) 1-3034 41-0448030 ------ ---------- (Commission File Number) (IRS Employer Identification No.) 414 NICOLLET MALL, MPLS, MN 55401 ------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-330-5500 ------------ (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS - -------- ------------- Northern States Power Co. (NSP) continues to seek regulatory approvals associated with its pending merger with New Century Energies, Inc. (NCE). Pursuant to the merger, NCE will merge into NSP and, following the merger, NSP will change its name to Xcel Energy, Inc. (Xcel). NSP and NCE recently filed an Application/Declaration on Form U-1 under the Public Utility Holding Company Act of 1935, as amended, seeking various financing and related authorizations for Xcel and its subsidiaries following the merger. Such Form U-1 contains financial information as of, and for the year ended, Dec. 31, 1999 for NSP, NCE and (on a pro forma basis) Xcel. Reference is also made to NCE's Annual Report on Form 10-K for the year ended Dec. 31, 1999, which was recently filed by NCE and contains an unaudited consolidated balance sheet and income statement of NSP as of, and for the year ended, Dec. 31, 1999, and related pro forma financial information for Xcel. Similar information will be included in NSP's 1999 Annual Report on Form 10-K, which will be filed in March 2000. - ------ Forward Looking Statements - ---------------------------- This document includes forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate," "estimate," "expect," "objective," "outlook," "projection," "possible," "potential" and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include, but are not limited to: - - general economic conditions, including their impact on capital expenditures; - - availability or cost of capital such as changes in: interest rates; market perceptions of the power generation industry, NSP or any of its subsidiaries; or security ratings; - - business conditions in the energy industry; - - competitive factors; - - unusual weather; - - changes in federal or state legislation; - - regulation; - - issues relating to Year 2000 remediation efforts; - - currency translation and transaction adjustments; - - regulatory delays or conditions imposed by regulatory agencies in approving the proposed merger with New Century Energies, Inc.; - - the higher degree of risk associated with NSP's nonregulated businesses as compared to NSP's regulated business; - - volatility of energy prices in a deregulated market environment; - - the lack of operating history at NRG's development projects, the lack of NRG operating history at the projects not yet owned and the limited operating history at the remaining NRG projects provide only a limited basis for management to project the results of future operations; - - risks associated with timely completion of NRG projects, including obtaining competitive contracts, obtaining regulatory and permitting approvals, local opposition, construction delays and other factors beyond NRG's control; - - the failure to timely satisfy the closing conditions contained in the definitive agreements for the acquisitions of projects by NRG subject to definitive agreements but not yet closed, many of which are beyond NRG's control; - - factors challenging the successful integration of projects not previously owned or operated by NRG, including the ability to obtain operating synergies; - - factors associated with operating in foreign countries including: delays in permitting and licensing, construction delays and interruption of business, political instability, risk of war, expropriation, nationalization, renegotiation, or nullification of existing contracts, changes in law, and the ability to convert foreign currency into United States dollars; - - and the other risk factors listed from time to time by NSP in reports filed with the Securities and Exchange Commission, including Exhibit 99.01 to NSP's Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 1999. NSP undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors pursuant to the Act should not be construed as exhaustive. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Northern States Power Company (a Minnesota Corporation) By /s/ Roger D. Sandeen Vice President and Controller Dated: February 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----