8-K

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)     June 3, 2002    

Xcel Energy Inc.

(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.)

800 Nicollet Mall, Mpls, MN	55402
(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)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
EX-99.01 Press Release Regarding Exchange Offer
EX-99.02 Press Release Regarding Mgmt. Changes

Item 5. Other Events

     On June 3, 2002, Xcel Energy Inc. announced that it had successfully completed the exchange of its shares for publicly held shares of its subsidiary NRG Energy, Inc. On that day Xcel Energy also announced management changes at NRG, and Xcel Energy management responsible for oversight of the NRG integration process. For more information see the full press releases included in this Form 8-K as Exhibits 99.01 and 99.02.

     Xcel Energy’s plan to acquire the outstanding common stock of NRG held by minority shareholders was initially announced on Feb. 15, 2002. A revised exchange ratio of 0.5 shares of Xcel Energy common stock for each share of NRG stock was announced by Xcel Energy on April 4, 2002. Sufficient NRG shares were tendered by the expiration of the exchange offer period on May 31, 2002 to enable Xcel Energy to complete the exchange offer. Following completion of the exchange offer, Xcel Energy owned approximately 96 percent of the stock of NRG and on June 3, 2002 completed a short-form merger of NRG and a wholly-owned subsidiary of Xcel Energy. As a result of the merger, NRG is now an indirect wholly-owned subsidiary of Xcel Energy.

     The acquisition of NRG’s publicly held common stock by Xcel Energy is being accounted for under the purchase method of accounting. Since NRG was already 74 percent owned by Xcel Energy prior to the acquisition, all of NRG’s assets and liabilities have been included in consolidated Xcel Energy financial statements for all prior periods reported. The effect of the purchase will be to prospectively eliminate most of the minority interest liability on Xcel Energy’s balance sheet, and also eliminate most of minority interest expense on Xcel Energy’s income statement. The final purchase price assigned to Xcel Energy shares issued and allocation of the purchase price to underlying assets acquired (including, possibly, goodwill) are still being determined.

     NRG is a leading global energy company engaged primarily in the development, construction, acquisition, ownership and operation of power generation facilities. More information is available at www.nrgenergy.com.

Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.01 99.02	Press Release regarding NRG Energy, Inc. exchange offer dated June 3, 2002 Press Release regarding NRG Energy, Inc. management changes dated June 3, 2002

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.

Xcel Energy Inc.
(a Minnesota Corporation)

/s/ DAVID E. RIPKA               
David E. Ripka
Vice President and Controller

June 6, 2002

EX-99.01 3 c70068exv99w01.htm EX-99.01 PRESS RELEASE REGARDING EXCHANGE OFFER

Exhibit 99.01

U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402-2023

June 3, 2002

Minneapolis: Xcel Energy Successfully Completes Exchange Offer for NRG Energy, Inc.

MINNEAPOLIS—Xcel Energy Inc. (NYSE:XEL) announced today that it has accepted all of the shares of NRG common stock that were tendered by NRG shareholders prior to the expiration of Xcel Energy’s exchange offer at midnight EDT on Friday, May 31, 2002.

NRG shareholders tendered a total of 42,990,796 shares of NRG common stock in the offer. Together with the NRG stock that Xcel Energy previously owned, Xcel Energy now owns approximately 96 percent of NRG. Xcel Energy expects to complete a short-form merger of NRG with a wholly owned subsidiary of Xcel Energy later today.

“We believe our plan to integrate NRG as part of Xcel Energy is the best alternative to deliver shareholder value. Xcel Energy will focus on managed growth for NRG, divesting selected NRG assets and focusing on management of the power producer’s unregulated domestic projects,” said Wayne H. Brunetti, Xcel Energy chairman, president and CEO. “We also expect to enhance profitability by integrating our marketing and trading groups, the management of our power plants and our corporate headquarters functions.”

In the merger, NRG shareholders who did not tender their NRG shares in the exchange offer will have their shares converted to Xcel Energy shares under the same terms as if they had tendered their shares in the exchange offer.

Under the terms of the exchange offer, NRG shareholders will receive 0.50 of a share of Xcel Energy common stock in a tax-free exchange for each share of NRG stock tendered. Following the merger, NRG common stock will no longer be publicly traded. Based on the May 31, 2002, closing price of Xcel Energy shares, the exchange ratio represents a value of $10.75 per NRG share.

Xcel Energy is a major U.S. electricity and natural gas company with operations in 12 Western and Midwestern states. Formed by the merger of Denver-based New Century Energies and Minneapolis-based Northern States Power Co., Xcel Energy provides a comprehensive portfolio of energy-related products and services to 3.2 million electricity customers and 1.7 million natural gas customers through its regulated operating companies. In terms of customers, it is the fourth-largest combination natural gas and electricity company in the nation. Company headquarters are located in Minneapolis. More information is available at www.xcelenergy.com.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE EXCHANGE OFFER DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

In connection with the proposed exchange offer for NRG shares, Xcel Energy has filed a prospectus and related materials with the SEC. Investors and security holders may obtain a free copy of the exchange offer prospectus and other documents filed by Xcel Energy with the SEC at the commission’s Web site at http://www.sec.gov. Free copies of the exchange offer prospectus, as well as Xcel Energy’s related filings with the commission, also may be obtained from Xcel Energy by directing a request to Xcel Energy’s information agent for this offer, Georgeson Shareholder Communications, Inc., 111 Commerce Road, Carlstadt, NJ 07072 or call toll-free at 866/800-0230.

Forward-Looking Information

The statements herein regarding the impact of the exchange offer on NRG’s financial performance and condition and other statements of future results identify forward-looking information. Important factors that could cause actual results to differ materially from those contained in the forward-looking statements include the actual results of Xcel Energy

following completion of the transaction and the ability to dispose of or terminate projects, to reduce expenses and to realize synergies, cash levels and similar matters. Although Xcel Energy believes its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved.

—30—MRO/se*

CONTACT: Xcel Energy Inc., Minneapolis
E J McIntyre, 612/215-4515
R J Kolkmann, 612/215-4559
P A Johnson, 612/215-4535
Xcel Energy media relations, 612/215-5300
Xcel Energy Internet Address, http://www.xcelenergy.com

EX-99.02 4 c70068exv99w02.htm EX-99.02 PRESS RELEASE REGARDING MGMT. CHANGES

Exhibit 99.02

U.S. Bancorp Center
800 Nicollet Mall
Minneapolis, MN 55402-2023

June 3, 2002

MINNEAPOLIS—Xcel Energy Inc. today announced management changes at NRG Energy, following the earlier announcement that Xcel Energy (NYSE:XEL) has accepted all of the shares of NRG common stock that were tendered by NRG shareholders prior to the expiration of Xcel Energy’s exchange offer.

• David H. Peterson, chairman, president and CEO of NRG, announced his retirement today, and Leonard A. Bluhm, executive vice president and chief financial officer, announced his resignation.

• Wayne H. Brunetti, chairman, president and CEO of Xcel Energy, will assume the interim leadership position, acting as chairman and CEO of NRG, effective today.

• Richard C. Kelly, president of Xcel Energy Enterprises, will be acting president and chief operating officer of NRG. He will be responsible for the full integration of NRG into Xcel Energy, and will report to Brunetti.

• Edward J. (Jim) McIntyre, vice president and chief financial officer of Xcel Energy, will assume responsibility for all financial aspects of NRG, along with Xcel Energy.

• Paul J. Bonavia, Xcel Energy’s president — Energy Markets, will have responsibility for integrating the NRG trading and marketing activities into Xcel Energy.

• David M. Wilks, Xcel Energy’s president — Energy Supply, will assume responsibility for all NRG generating plants.

• Craig A. Mataczynski, senior vice president, NRG Energy, Inc., and president and CEO, NRG North America, will retain his current responsibilities for growth and development of NRG North America. He will report to Kelly to assist with the full integration of NRG into Xcel Energy.

“NRG’s management has done an outstanding job growing and developing the company into one of the leading independent power producers in the world,” Kelly said. “Today, however, we’re operating in a significantly changed business environment.” He stressed that the focus will be on managed growth, divesting significant NRG assets and concentrating on management of unregulated domestic projects.

###

Xcel Energy is a major U.S. electricity and natural gas company with operations in 12 Western and Midwestern states. Formed by the merger of Denver-based New Century Energies and Minneapolis-based Northern States Power Co., Xcel Energy provides a comprehensive portfolio of energy-related products and services to 3.2 million electricity customers and 1.7 million natural gas customers through its regulated operating companies. In terms of customers, it is the fourth-largest combination natural gas and electricity company in the nation. Company headquarters are located in Minneapolis. More information is available at www.xcelenergy.com.

For more information, contact:

R J Kolkmann Managing Director, Investor Relations (612) 215-4559
P A Johnson Director, Investor Relations (612) 215-4535

For news media inquiries only, please call Xcel Energy media relations (612) 215-5300
Xcel Energy Internet Address: http://www.xcelenergy.com

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EX-99.01

Xcel Energy Inc

EX-99.02

Xcel Energy Inc