SEC Info - Xcel Energy Inc - ‘SC 13G’ on 2/14/02 re: NRG Energy, Inc.

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Xcel Energy Inc – ‘SC 13G’ on 2/14/02 re: NRG Energy, Inc.

On: Thursday, 2/14/02 · Accession #: 950137-2-710 · File #: 5-59253

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/02  Xcel Energy Inc                   SC 13G                 1:9K   NRG Energy, Inc.                  Bowne Boc/FA

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      5     19K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Address of Issuer's Principal Executive Offices: Address of Principal Business Office Or, If None, Residence: Certifications Citizenship: Cusip Number: Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Name of Issuer: Name of Person Filing: Notice of Dissolution of Group Ownership Ownership of Five Percent or Less of A Class Ownership of More Than Five Percent on Behalf of Another Person Title of Class of Securities:
1	1st Page - Filing Submission
3	Item 1(a). Name of Issuer:
"	Item 1(b). Address of Issuer's Principal Executive Offices:
"	Item 2(a). Name of Person Filing:
"	Item 2(b). Address of Principal Business Office Or, If None, Residence:
"	Item 2(c). Citizenship:
"	Item 2(d). Title of Class of Securities:
"	Item 2(e). Cusip Number:
"	Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
"	Item 4. Ownership
4	Item 5. Ownership of Five Percent or Less of A Class
"	Item 6. Ownership of More Than Five Percent on Behalf of Another Person
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
"	Item 10. Certifications

SC 13G 1st Page of 5 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549  

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b) 

NRG ENERGY, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE 
--------------------------------------------------------------------------------
(Title of Class of Securities)

629377-10-2 
--------------------------------------------------------------------------------
(CUSIP Number)

June 5, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement) 

        CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:                                                              

[ ]    Rule 13d-1(b)                        

[ ]    Rule 13d-1(c)                        

[X]    Rule 13d-1(d)                        

       *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter the disclosures provided in a prior cover page.                           

        The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act, but shall be subject to all other provisions of the Act (however, see  
the Notes).                                                                     

SC 13G 2nd Page of 5 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP NO. 629377-10-2                 13G                     PAGE 2 OF 5 PAGES 
--------------------------------------------------------------------------------
1     Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)                                                 

Xcel Energy Inc.                                                
41-0448030                                                      
--------------------------------------------------------------------------------
2     Check the Appropriate Box if a Member of a Group     (a) [ ]          
(See Instructions)                                   (b) [ ]    

--------------------------------------------------------------------------------
3     SEC Use Only                                                          

--------------------------------------------------------------------------------
4     Citizenship or Place of Organization                                  

Minnesota                                                       
--------------------------------------------------------------------------------
Number of                                                               
5       Sole Voting Power 

Shares                        147,604,500*                            
                           -----------------------------------------------------
Beneficially            6       Shared Voting Power                       

None      
     Owned by              -----------------------------------------------------
    7       Sole Dispositive Power

Each                        147,604,500                           
                           -----------------------------------------------------
Reporting             8       Shared Dispositive Power                

Person With                    None                                     
--------------------------------------------------------------------------------
9     Aggregate Amount Beneficially Owned by Each Reporting Person          

147,604,500                                                     
--------------------------------------------------------------------------------
10     Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]   
(See Instructions)                                              

--------------------------------------------------------------------------------
11     Percent of Class Represented by Amount in Row (9)                      

74.3%**                                                         
--------------------------------------------------------------------------------
12     Type of Reporting Person (See Instructions)                            

CO                                                              
--------------------------------------------------------------------------------

--------------------                                                            
  * Xcel Energy Inc. ("Excel Energy") owns, through a wholly owned
subsidiary, 147,604,500 shares of Class A common stock of NRG Energy, Inc.      
("NRG"), each of which may be converted by Excel Energy at any time into one    
share of Common Stock of NRG. Each share of Class A common stock entitles its   
holder to ten votes per share. Each share of Common Stock entitles its holder to
one vote per share. As a result, Xcel Energy controls 96.7% of the combined     
voting power of the NRG Common Stock and Class A common stock outstanding.      

     ** The 147,604,500 shares of Class A common stock held by Xcel Energy
represent 100.0% of the outstanding shares of Class A common stock and 74.3% of 
the combined number of shares of Common Stock and Class A common stock of NRG   
outstanding.                                                                    

SC 13G 3rd Page of 5 TOC 1st Previous Next ↓Bottom Just 3rd
ITEM 1(a)         NAME OF ISSUER:                                               

NRG Energy, Inc. ("NRG")                    

ITEM 1(b)         ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:              

901 Marquette Avenue, Suite 2300            
Minneapolis, Minnesota  55402               

ITEM 2(a)         NAME OF PERSON FILING:                                        

Xcel Energy Inc.  ("Xcel Energy")           

ITEM 2(b)         ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:  

800 Nicollet Mall                           
Minneapolis, Minnesota  55402               

ITEM 2(c)         CITIZENSHIP:                                                  

Xcel Energy is a Minnesota corporation.     

ITEM 2(d)         TITLE OF CLASS OF SECURITIES:                                 

Common Stock, $0.01 par value               

ITEM 2(e)         CUSIP NUMBER:                                                 

629377-10-2                                 

ITEM 3            IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b), OR      
          13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not applicable                              

ITEM 4            OWNERSHIP.                                                    

(a) AMOUNT BENEFICIALLY OWNED:                      

           Xcel Energy beneficially owns, through a wholly owned
              subsidiary, 147,604,500 shares of NRG Common Stock. Each
                   share of Class A common stock of NRG held by Excel Energy may
                be converted by Excel Energy at any time into one share of
Common Stock of NRG.                      

(Page 3 of 5) 

SC 13G 4th Page of 5 TOC 1st Previous Next ↓Bottom Just 4th
(b) PERCENT OF CLASS:                               

               74.3%. The 147,604,500 shares of NRG Class A common stock
             held by Xcel Energy represent 100.0% of the outstanding
               number of shares of Class A common stock and 74.3% of the
                  combined number of shares of Common Stock and Class A common
stock of NRG outstanding.                 

                   Each share of Class A common stock entitles its holder to ten
              votes per share. Each share of Common Stock entitles its
            holder to one vote per share. As a result, Xcel Energy
                   controls 96.7% of the combined voting power of the NRG Common
 Stock and Class A common stock outstanding.

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:   

(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE        

147,604,500 shares of Class A common stock

(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE     

0                                         

 (iii) SOLE POWER TO DISPOSE/DIRECT THE DISPOSITION OF

147,604,500 shares of Class A common stock

  (iv) SHARED POWER TO DISPOSE/DIRECT THE DISPOSITION OF

0                                         

ITEM 5           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.                  

Not applicable                                

ITEM 6           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER       
PERSON.                                       

Not applicable                                

ITEM 7           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH      
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.                    

Not applicable                                

ITEM 8           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.     

Not applicable                                

ITEM 9           NOTICE OF DISSOLUTION OF GROUP.                                

Not applicable                                

ITEM 10          CERTIFICATIONS.                                                

Not applicable                                

(Page 4 of 5) 

SC 13G Last Page of 5 TOC 1st Previous Next ↓Bottom Just 5th
 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

February 13, 2002                                                               

                  XCEL ENERGY INC.

                      By: /s/ Gary Johnson
                                             -----------------------------------
                      Gary Johnson
                                            Vice President and General Counsel

(Page 5 of 5)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G’ Filing	Date	First	Last	Other Filings

Filed on:	2/14/02
	2/13/02	5
	6/5/00	1		10-K405/A
				List all Filings

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Filing Submission 0000950137-02-000710 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Xcel Energy Inc – ‘SC 13G’ on 2/14/02 re: NRG Energy, Inc.

On: Thursday, 2/14/02 · Accession #: 950137-2-710 · File #: 5-59253

Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents