[Federal Register Volume 67, Number 55 (Thursday, March 21, 2002)]
[Notices]
[Pages 13199-13200]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-6799]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27498]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

March 15, 2002.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by April 9, 2002, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts or law that 
are disputed. A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in 
the matter. After April 9, 2002, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Xcel Energy, Inc., et al. (70-10059)

    Xcel Energy, Inc., (``Xcel''), a registered holding company, and 
its wholly owned subsidiary, NRG Acquisition Company, LLC 
(``Acquisition Company,'' and together with Xcel, ``Applicants''), both 
located at 800 Nicollet Mall, Minneapolis, Minnesota 55402, have filed 
an application-declaration under sections 6(a), 7, 9(a), 10, 11, 12(b), 
32 and 33 of the Act and rules 51, 53, 54 and 58 under the Act.
    Applicants propose to commence a tender or exchange offer 
(``Exchange Offer'') for Xcel to acquire the outstanding common stock 
of NRG Energy, Inc. (``NRG''),\1\ a Delaware corporation and a majority 
owned indirect subsidiary of Xcel,\2\ under the terms of a plan 
approved by Xcel's board of directors on February 14, 2002. In the 
Exchange Offer, Xcel proposes to acquire the outstanding publicly held 
shares of NRG, representing approximately a 26 percent minority 
interest, by exchanging NRG common stock for .4846 shares of Xcel 
common stock in the Exchange Offer in a tax-free exchange. Applicants 
also propose to acquire the balance of the shares of NRG's common stock 
not tendered in the Exchange Offer by means of a short-form merger 
permitted under Delaware law (``Short-Form Merger''). Xcel proposes to 
issue up to 24.7 million shares of its common stock in exchange for 
NRG's common stock obtained in the Exchange Offer and Short-Form 
Merger.\3\
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    \1\ NRG is an independent power producer and a leading global 
energy company, primarily engaged in the acquisition, development, 
ownership and operation of power generation facilities and the sale 
of energy, capacity and related products. NRG's common stock is 
publicly traded and listed on the New York Stock Exchange under the 
symbol ``NRG.''
    \2\ Xcel indirectly owns shares of NRG's common stock through 
its wholly owned subsidiary, Xcel Energy Wholesale Group, Inc. 
(``Wholesale''). Xcel owns 147,604,500 shares of NRG's Class A 
Common Stock, each of which is convertible at any time into one 
share of NRG's Common Stock. The Class A Common Stock represents 
74.3% of all of the outstanding shares of both classes of NRG's 
common shares combined. Because each share of Class A Common Stock 
entitles Xcel to ten votes, Xcel currently holds 96.7% of the 
combined voting power of all of NRG's outstanding common shares.
    \3\ The shares of Xcel's common stock to be issued in the 
Exchange Offer and the Short-Form Merger will come from Xcel's 
authorized but unissued shares.
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    Under the terms of the Exchange Offer, in order to be successful, 
enough shares of NRG common stock will need to be tendered so that 
Xcel's ownership level of NRG reaches 90 percent. If the Exchange Offer 
results in 90 percent ownership, Wholesale will contribute enough 
shares of NRG common stock to Acquisition Company to permit Xcel to own 
at least 90 percent of NRG. Subsequently, Acquisition Company will 
merge through the Short-Form Merger with and into NRG. Each outstanding 
share of NRG common stock not acquired in the Exchange Offer will be 
converted in the Short-Form Merger into the right to receive 0.4846 
shares of Xcel in the Exchange Offer. After completion of the Exchange 
Offer and the Short-Form Merger, Xcel will own NRG as an indirect, 
wholly owned subsidiary. Xcel states that its investment in NRG will be 
included as part of Xcels's investment in exempt wholesale generators 
and foreign investment companies for purposes of sections 32 and 33 of 
the Act.


[[Page 13200]]


    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-6799 Filed 3-20-02; 8:45 am]
BILLING CODE 8010-01-P