[Federal Register Volume 67, Number 76 (Friday, April 19, 2002)]
[Notices]
[Pages 19460-19461]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-9629]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27519]


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

April 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

[[Page 19461]]

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 May 6, 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 May 6, 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. The 
Commission initially issued a notice of the filing of the application-
declaration on March 15, 2002 (HCAR No. 27498) (``Initial Notice''). 
This supplemental notice supersedes the Initial Notice.\1\
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    \1\ A request for a hearing was filed by an intervenor 
(``Intervenor'') with the Commission on April 5, 2002, responding to 
the Initial Notice. On April 10, 2002, Applicants filed a response 
to the request for a hearing. On April 12, 2002, the Intervenor 
filed an additional request for a hearing raising an additional 
question.
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    Applicants propose to commence a tender or exchange offer 
(``Exchange Offer'') for Xcel to acquire the outstanding common stock 
of NRG Energy, Inc. (``NRG''),\2\ a Delaware corporation and a majority 
owned indirect subsidiary of Xcel,\3\ under the terms of a plan 
approved by Xcel's board of directors on April 4, 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 0.50 shares of Xcel common stock in the 
Exchange Offer in a tax-free exchange.\4\ 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 
33,394,564 shares of its common stock in exchange for NRG's common 
stock obtained in the Exchange Offer and Short-Form Merger.\5\
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    \2\ 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.''
    \3\ 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.
    \4\ Under the terms of the Exchange Offer, on February 14, 2002, 
the Xcel board of directors originally approved an exchange rate of 
0.4846 shares, as noticed in the Initial Notice. Subsequently, on 
April 4, 2002, the Xcel board of directors announced an increase in 
the exchange ratio to 0.50 shares of Xcel common stock for each 
outstanding share of NRG common stock. This represents an increase 
of approximately 3.2%.
    \5\ 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 0.50 
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 Xcel's investment in exempt wholesale generators 
and foreign utility companies for purposes of sections 32 and 33 of the 
Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-9629 Filed 4-18-02; 8:45 am]
BILLING CODE 8010-01-P