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Xcel Energy Inc – ‘8-K’ for 6/27/95

As of:  Tuesday, 6/27/95   ·   For:  6/27/95   ·   Accession #:  72903-95-8   ·   File #:  1-03034

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

 6/27/95  Xcel Energy Inc                   8-K:7       6/27/95    1:18K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         9±    38K 


Document Table of Contents

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11st Page   -   Filing Submission
"Item 7. Financial Statements and Exhibits
"New NSP


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 27, 1995 Northern States Power Company (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.) 414 Nicollet Mall, Mpls, MN 55401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-330-5500 (Former name of former address, if changed since last report) Item 7 Financial Statements and Exhibits Merger Agreement with Wisconsin Energy Corporation As previously reported in Northern States Power Company's Current Report on Form 8-K, dated as of April 28, 1995 which was filed on May 3, 1995, and Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, Northern States Power Company, a Minnesota corporation ("NSP"), Wisconsin Energy Corporation, a Wisconsin corporation ("WEC"), Northern Power Wisconsin Corp., a Wisconsin corporation and wholly owned subsidiary of NSP ("New NSP") and WEC Sub Corp., a Wisconsin corporation and wholly owned subsidiary of WEC ("WEC Sub"), have entered into an Agreement and Plan of Merger, dated as of April 28, 1995 (the "Merger Agreement"), which provides for a strategic business combination involving NSP and WEC in a "merger-of-equals" transaction (the "Transaction"). The Transaction, which was unanimously approved by the Boards of Directors of the constituent companies, is expected to close shortly after all of the conditions to the consummation of the Transaction, including obtaining applicable regulatory approvals, are met or waived. The regulatory approval process is expected to take approximately 12 to 18 months. In the Transaction, the holding company of the combined enterprise will be registered under the Public Utility Holding Company Act of 1935, as amended. The holding company will be named Primergy Corporation ("Primergy") and will be the parent company of both NSP (which, for regulatory reasons, will reincorporate in Wisconsin) and of WEC's present principal utility subsidiary, Wisconsin Electric Power Company ("WEPCO") which will be renamed "Wisconsin Energy Company." It is anticipated that, following the Transaction, NSP's Wisconsin utility subsidiary, Northern States Power Company, a Wisconsin corporation, will be merged into Wisconsin Energy Company and that NSP's other subsidiaries will become subsidiaries of Primergy. As noted above, pursuant to the Transaction NSP will reincorporate in Wisconsin for regulatory reasons. This reincorporation will be accomplished by the merger of NSP into New NSP, with New NSP being the surviving corporation and succeeding to the business of NSP as an operating public utility. Following such merger, WEC Sub will be merged with and into New NSP, with New NSP being the surviving corporation and becoming a subsidiary of Primergy. Both New NSP and WEC Sub were created to effect the Transaction and will not have any significant operations, assets or liabilities prior to such mergers. Unaudited Pro Forma Condensed Financial Information The following unaudited pro forma financial information presents the historical consolidated balance sheets, statements of income and ratios of earnings to fixed charges of NSP after giving effect to the Transaction which would result in the formation of New NSP. The unaudited pro forma condensed balance sheet at March 31, 1995 gives effect to the Transaction as if it had occurred at March 31, 1995. The unaudited pro forma condensed statements of income for each of the years in the three-year period ended December 31, 1994, and the three months ended March 31, 1995 and 1994, give effect to the Transaction as if it had occurred at January 1, 1992. The unaudited pro forma ratios of earnings to fixed charges for each of the years in the three-year period ended December 31, 1994, and the twelve months ended March 31, 1995, give effect to the Transaction as if it had occurred at January 1, 1992. These statements and ratios are prepared on the basis of accounting for the Transaction as a pooling of interests and are based on the assumptions set forth in the notes thereto. The following pro forma financial information has been prepared from, and should be read in conjunction with, the historical consolidated financial statements and related notes thereto of NSP. The following information is not necessarily indicative of the financial position or operating results that would have occurred had the Transaction been consummated on the date, or at the beginning of the periods, for which the Transaction is being given effect nor is it necessarily indicative of future operating results or financial position. NEW NSP UNAUDITED PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES Twelve Months Ended Year Ended December 31, March 31, 1995 1994 1993 1992 Unaudited Pro Forma Ratio of Earnings to Fixed Charges 4.0 4.2 4.0 3.1 For purposes of computing the ratio of earnings to fixed charges, (i) earnings consist of income before accounting change plus fixed charges, federal and state income taxes, deferred income taxes, and investment tax credits; and less undistributed equity in earnings of unconsolidated investees; and (ii) fixed charges consist of interest on long-term debt, other interest charges, the interest component on leases and amortization of debt discount, premium and expense. See Notes to Unaudited Pro Forma Condensed Financial Statements for a description of the assumptions used to prepare the unaudited pro forma ratios of earnings to fixed charges. NEW NSP UNAUDITED PRO FORMA CONDENSED BALANCE SHEET MARCH 31, 1995 (In thousands) [Enlarge/Download Table] NSP Pro Forma Pro Forma (As Reported) Adjustments New NSP ASSETS UTILITY PLANT Electric $6,407,107 ($839,032) $5,568,075 Gas 679,587 (201,541) 478,046 Other 271,924 (55,943) 215,981 Total 7,358,618 (1,096,516) 6,262,102 Accumulated provision for depreciation (3,189,171) 422,766 (2,766,405) Nuclear fuel - net 90,795 0 90,795 Net utility plant 4,260,242 (673,750) 3,586,492 CURRENT ASSETS Cash and cash equivalents 36,525 (22,798) 13,727 Accounts receivable - net 290,284 (60,371) 229,913 Accrued utility revenues 81,999 (13,448) 68,551 Fossil fuel inventories 46,229 (3,200) 43,029 Material & supplies inventories 104,739 (8,803) 95,936 Prepayments and other 50,754 (22,870) 27,884 Total current assets 610,530 (131,490) 479,040 OTHER ASSETS Regulatory assets 351,729 (34,023) 317,706 External decommissioning fund 160,731 0 160,731 Investments in non-regulated projects and other investments 220,080 (199,726) 20,354 Non-regulated property - net 175,654 (147,844) 27,810 Intangible assets and other 135,410 (58,656) 76,754 Total other assets 1,043,604 (440,249) 603,355 TOTAL ASSETS $5,914,376 ($1,245,489) $4,668,887 LIABILITIES AND EQUITY CAPITALIZATION Common stock $168,186 ($168,186) $0 Other stockholders' equity 1,751,891 (453,886) 1,298,005 Total common stock equity 1,920,077 (622,072) 1,298,005 Cumulative preferred stock and premium 240,469 0 240,469 Long-term debt 1,456,217 (352,955) 1,103,262 Total capitalization 3,616,763 (975,027) 2,641,736 CURRENT LIABILITIES Current portion of long-term debt 160,606 (6,580) 154,026 Short-term debt 157,648 (17,949) 139,699 Accounts payable 179,279 (29,494) 149,785 Taxes accrued 256,616 (11,183) 245,433 Other accrued liabilities 139,255 (17,762) 121,493 Total current liabilities 893,404 (82,968) 810,436 OTHER LIABILITIES Deferred income taxes 850,823 (117,556) 733,267 Deferred investment tax credits 171,544 (24,381) 147,163 Regulatory liabilities 208,329 (17,256) 191,073 Other liabilities and deferred credits 173,513 (28,301) 145,212 Total other liabilities 1,404,209 (187,494) 1,216,715 TOTAL LIABILITIES AND EQUITY $5,914,376 ($1,245,489) $4,668,887 See accompanying notes to unaudited pro forma condensed financial statements. NEW NSP UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME THREE MONTHS ENDED MARCH 31, 1995 (In thousands, except per share amounts) [Enlarge/Download Table] NSP Pro Forma Pro Forma (As Reported) Adjustments New NSP Utility Operating Revenues Electric $497,314 ($32,438) $464,876 Gas 163,853 (35,096) 128,757 Total Operating Revenues 661,167 (67,534) 593,633 Utility Operating Expenses Electric Production-Fuel and Purchased Power 135,071 10,422 145,493 Cost of Gas Sold & Transported 99,301 (17,352) 81,949 Other Operation 130,627 (12,760) 117,867 Maintenance 37,767 (4,172) 33,595 Depreciation and Amortization 71,831 (8,403) 63,428 Taxes Other Than Income Taxes 62,279 (4,023) 58,256 Income Taxes 36,593 (10,655) 25,938 Total Operating Expenses 573,469 (46,943) 526,526 Utility Operating Income 87,698 (20,591) 67,107 Other Income (Expense) Equity Earnings of Unconsolidated Investees 10,506 (10,506) 0 Other Income and Deductions - Net 761 114 875 Total Other Income (Expense) 11,267 (10,392) 875 Income before Interest Charges 98,965 (30,983) 67,982 Interest Charges 30,775 (7,423) 23,352 Net Income 68,190 (23,560) 44,630 Preferred Dividends 3,201 0 3,201 Earnings Available for Common Stockholders $64,989 ($23,560) $41,429 See accompanying notes to unaudited pro forma condensed financial statements. NEW NSP UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME THREE MONTHS ENDED MARCH 31, 1994 (In thousands, except per share amounts) [Enlarge/Download Table] NSP Pro Forma Pro Forma (As Reported) Adjustments New NSP Utility Operating Revenues Electric $494,031 ($34,989) $459,042 Gas 189,431 (37,580) 151,851 Total Operating Revenues 683,462 (72,569) 610,893 Utility Operating Expenses Electric Production-Fuel and Purchased Power 132,471 10,417 142,888 Cost of Gas Sold & Transported 121,805 (19,760) 102,045 Other Operation 133,487 (11,669) 121,818 Maintenance 40,469 (4,456) 36,013 Depreciation and Amortization 67,345 (7,784) 59,561 Taxes Other Than Income Taxes 59,929 (3,928) 56,001 Income Taxes 42,161 (12,223) 29,938 Total Operating Expenses 597,667 (49,403) 548,264 Utility Operating Income 85,795 (23,166) 62,629 Other Income (Expense) Equity Earnings of Unconsolidated Investees (107) 107 0 Other Income and Deductions - Net 4,474 (3,118) 1,356 Total Other Income (Expense) 4,367 (3,011) 1,356 Income before Interest Charges 90,162 (26,177) 63,985 Interest Charges 24,368 (6,453) 17,915 Net Income 65,794 (19,724) 46,070 Preferred Dividends 3,057 0 3,057 Earnings Available for Common Stockholders $62,737 ($19,724) $43,013 See accompanying notes to unaudited pro forma condensed financial statements. NEW NSP UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1994 (In thousands, except per share amounts) [Enlarge/Download Table] NSP Pro Forma Pro Forma (As Reported) Adjustments New NSP Utility Operating Revenues Electric $2,066,644 ($114,385) $1,952,259 Gas 419,903 (89,200) 330,703 Total Operating Revenues 2,486,547 (203,585) 2,282,962 Utility Operating Expenses Electric Production-Fuel and Purchased Power 570,880 43,551 614,431 Cost of Gas Sold & Transported 263,443 (50,542) 212,901 Other Operation 536,168 (47,075) 489,093 Maintenance 170,145 (23,729) 146,416 Depreciation and Amortization 273,801 (31,790) 242,011 Taxes Other Than Income Taxes 234,564 (15,615) 218,949 Income Taxes 129,228 (20,123) 109,105 Total Operating Expenses 2,178,229 (145,323) 2,032,906 Utility Operating Income 308,318 (58,262) 250,056 Other Income (Expense) Equity Earnings of Unconsolidated Investees 35,863 (35,863) 0 Other Income and Deductions - Net 6,509 (3,731) 2,778 Total Other Income (Expense) 42,372 (39,594) 2,778 Income before Interest Charges 350,690 (97,856) 252,834 Interest Charges 107,215 (27,403) 79,812 Net Income 243,475 (70,453) 173,022 Preferred Dividends 12,364 0 12,364 Earnings Available for Common Stockholders $231,111 ($70,453) $160,658 See accompanying notes to unaudited pro forma condensed financial statements. NEW NSP UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1993 (In thousands, except per share amounts) [Enlarge/Download Table] NSP Pro Forma Pro Forma (As Reported) Adjustments New NSP Utility Operating Revenues Electric $1,974,916 ($115,081) $1,859,835 Gas 429,076 (81,455) 347,621 Total Operating Revenues 2,403,992 (196,536) 2,207,456 Utility Operating Expenses Electric Production-Fuel and Purchased Power 524,126 43,662 567,788 Cost of Gas Sold & Transported 282,028 (51,178) 230,850 Other Operation 516,568 (42,540) 474,028 Maintenance 161,413 (22,566) 138,847 Depreciation and Amortization 264,517 (29,187) 235,330 Taxes Other Than Income Taxes 223,108 (14,163) 208,945 Income Taxes 128,346 (24,101) 104,245 Total Operating Expenses 2,100,106 (140,073) 1,960,033 Utility Operating Income 303,886 (56,463) 247,423 Other Income (Expense) Equity Earnings of Unconsolidated Investees 3,030 (3,030) 0 Other Income and Deductions - Net 12,916 (1,326) 11,590 Total Other Income (Expense) 15,946 (4,356) 11,590 Income before Interest Charges 319,832 (60,819) 259,013 Interest Charges 108,092 (20,983) 87,109 Net Income 211,740 (39,836) 171,904 Preferred Dividends 14,580 0 14,580 Earnings Available for Common Stockholders $197,160 ($39,836) $157,324 See accompanying notes to unaudited pro forma condensed financial statements. NEW NSP UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1992 (In thousands, except per share amounts) [Enlarge/Download Table] NSP Pro Forma Pro Forma (As Reported) Adjustments New NSP Utility Operating Revenues Electric $1,823,316 ($107,071) $1,716,245 Gas 336,206 (60,802) 275,404 Total Operating Revenues 2,159,522 (167,873) 1,991,649 Utility Operating Expenses Electric Production-Fuel and Purchased Power 451,696 44,186 495,882 Cost of Gas Sold & Transported 220,370 (41,540) 178,830 Other Operation 512,833 (33,677) 479,156 Maintenance 180,585 (21,818) 158,767 Depreciation and Amortization 242,914 (26,832) 216,082 Taxes Other Than Income Taxes 204,439 (12,925) 191,514 Income Taxes 90,669 (22,184) 68,485 Total Operating Expenses 1,903,506 (114,790) 1,788,716 Utility Operating Income 256,016 (53,083) 202,933 Other Income (Expense) Equity Earnings of Unconsolidated Investees 2,382 (2,382) 0 Other Income and Deductions - Net 5,570 4,455 10,025 Total Other Income (Expense) 7,952 2,073 10,025 Income before Interest Charges 263,968 (51,010) 212,958 Interest Charges 103,040 (17,646) 85,394 Income Before Accounting Change 160,928 (33,364) 127,564 Preferred Dividends 16,172 0 16,172 Earnings Available for Common Stockholders $144,756 ($33,364) $111,392 See accompanying notes to unaudited pro forma condensed financial statements. NEW NSP NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS 1. The pro forma balance sheet has been adjusted to reflect the cancellation of NSP common stock with a $2.50 par value and its replacement with no par common stock of New NSP which will be issued to Primergy. 2. Subsidiary assets, liabilities, equity and results of operations have been eliminated from consolidated NSP amounts to reflect the transfer of ownership and control of all subsidiaries from NSP to Primergy. The New NSP stock issued to Primergy is assumed to reflect the reduction in net assets related to the transfer of investments in subsidiaries from NSP to Primergy. 3. NSP financing of subsidiary capital and cash flow requirements has been adjusted to reflect the transfer of such items to Primergy. Pro forma adjustments reflect the elimination of (a) notes receivable and advances from subsidiaries; (b) NSP debt incurred to finance the notes and advances; (c) interest income earned on the notes and advances; and (d) interest expense accrued on the debt incurred to finance the notes and advances. 4. After the Transaction, NSP will not retain ownership of subsidiaries currently being consolidated. Consequently, intercompany transactions between NSP and its current subsidiaries have not been eliminated in the pro forma financial statements. The most significant intercompany transactions are power sales to and purchases from NSP's Wisconsin subsidiary pursuant to an interchange agreement with NSP. The interchange pricing and cost sharing arrangements are expected to be restructured as a result of the Transaction. However, at this time the amount of any changes to interchange power purchases or sales cannot be estimated. Consequently, no pro forma adjustments have been made to operating revenues, operating expenses, or accounts receivable from (or payable to) associated companies for the effects of interchange restructuring. 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. Northern States Power Company (a Minnesota Corporation) By (Edward J. McIntyre) Edward J. McIntyre Vice President & Chief Financial Officer Dated: June 27, 1995

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period End:6/27/95
5/3/958-K
4/28/958-K
3/31/9510-Q
12/31/9410-K
3/31/9410-Q
12/31/9310-K
12/31/92
1/1/92
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