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): November 19, 2002

Xcel Energy Inc.

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation)

001-03034	41-0448030
(Commission File Number)	(IRS Employer Identification No.)

800 Nicollet Mall, Suite 3000 Minneapolis, Minnesota
(Address of principal executive offices) 55402
(Zip Code)

Registrant’s telephone number, including area code:(612) 330-5500

(Former name or former address, if changed since last report)

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Item 5. Other Events

On November 18, 2002, Xcel Energy Inc. issued a press release announcing that it is seeking to raise, subject to market and other conditions, $200 million through a private offering of convertible senior notes (such amount does not give effect to an option to be granted to the initial purchasers to acquire additional senior notes in the amount of $30 million). The senior notes are convertible into shares of the Company’s common stock and mature in 2007. For more information see the full press release included in this Form 8-K as Exhibit 99.01.

Item 7. Financial Statements and Exhibits

(c)  Exhibits

Exhibit No	Description
99.01	Press Release Xcel Energy Inc. Private Placement, dated November 18, 2002

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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.

Xcel Energy Inc.
(a Minnesota Corporation)

By: /s/ Richard C. Kelly

          Richard C. Kelly

  Vice President and Chief Financial Officer

Dated: November 19, 2002

3 EX-99.01 3 c73244exv99w01.htm EX-99.01 PRESS RELEASE

Exhibit 99.01

NEWS RELEASE
414 Nicollet Mall
Minneapolis, MN 55402-2024
Xcel Energy Media Services
(612)215-5300
www.xcelenergy.com

November 18, 2002

Xcel Energy, Inc. to offer $200 million Convertible Senior Notes

MINNEAPOLIS Xcel Energy, Inc. (NYSE: XEL), announced today that it is seeking to raise, subject to market and other conditions, $200 million through a private offering of convertible senior notes (such amount does not give effect to an option to be granted to the initial purchasers to acquire additional senior notes in the amount of $30 million). The senior notes are convertible into shares of the Company’s common stock and mature in 2007.

The offering will be made only to qualified institutional buyers in accordance with Rule 144a under the Securities Act of 1933. A portion of the net proceeds from the sale of the senior notes will be used to redeem on January 8, 2003 the $100 million principal amount of 8% convertible senior notes issued on November 8, 2002. The remaining net proceeds will be used for other general corporate purposes, including working capital.

The securities to be offered have not been registered under the Securities Act of 1933 or any state securities laws, and unless so registered may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act of 1933 and applicable state securities laws.

Statements included in this news release that are not historical in nature are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties. Xcel Energy undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. Information concerning factors that could cause actual results to differ materially from those in forward-looking

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statements is contained from time to time in the Company’s public filings with the Securities and Exchange Commission.

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EX-99.01

Xcel Energy Inc.