1 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) JULY 26, 2001 NRG ENERGY, INC. ---------------- (Exact name of registrant as specified in its charter) DELAWARE -------- (State or other jurisdiction of incorporation) 001-15891 41-1724239 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 901 MARQUETTE AVENUE, SUITE 2300 MINNEAPOLIS, MN 55402 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 612-373-5300 (Former name or former address, if changed since last report)
2 ITEM 5. OTHER EVENTS On July 26, 2001, NRG Energy, Inc. (NRG) reported that the Federal Energy Regulatory Commission has instructed its staff to convene a technical conference to "further explore issues related to the competitive effects" resulting from NRG's proposed acquisition of the Bridgeport and New Haven Harbor Stations in Connecticut. The action will result in the acquisition being delayed beyond its previously expected close in the third quarter of 2001. The press release reporting the delay of NRG's acquisition of the Bridgeport and New Haven Harbor Generating Stations is filed with this Form 8-K as Exhibit 99.9 See "Item 7. Exhibits." Item 7. Exhibits. The following exhibits are filed with this report on Form 8-K: Exhibit No. Description 99.9 Press release issued July 26, 2001, of NRG Energy, Inc.
3 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. NRG Energy, Inc. (Registrant) By /s/ Leonard A. Bluhm ----------------------------- Leonard A. Bluhm Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: July 26, 2001
1 Exhibit 99.9 [NRG LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE NRG ENERGY'S ACQUISITION OF BRIDGEPORT AND NEW HAVEN HARBOR GENERATING STATIONS DELAYED MINNEAPOLIS (JULY 26, 2001)--NRG Energy, Inc. (NYSE: NRG) learned yesterday that the Federal Energy Regulatory Commission (FERC) has instructed its staff to convene a technical conference to "further explore issues related to the competitive effects" resulting from NRG's proposed acquisition of the Bridgeport and New Haven Harbor Stations in Connecticut. The order directs FERC staff to report back to the Commission within 90 days after exploring "issues regarding market power concerns." This action will result in the acquisition being delayed beyond its previously expected close in the third quarter of 2001. Earnings per share guidance for 2001 remains unchanged at $1.35. "Upon review of the FERC order received yesterday, it is clear some issues have yet to be resolved however, NRG is confident the FERC will ultimately approve the transaction," said Craig A. Mataczynski, president and CEO of NRG North America. "Connecticut will benefit from this acquisition as it will help to ensure a healthy fuel diversity within New England's power grid so that affordable, reliable and environmentally responsible electricity is available when and where it is needed." Mataczynski continued, "NRG remains committed to reducing sulfur emissions at the New Haven facility by 50 percent and, after installing additional environmental controls, reducing sulfur emissions by more than 90 percent at the Bridgeport Harbor facility." NRG is also awaiting acquisition approval from the United States Department of Justice. NRG is a leading global energy company engaged primarily in the acquisition, development, construction, ownership and operation of power generation facilities. NRG owns 21,612 MW of generating assets in operation and under construction. The company's operations utilize such diverse fuel sources as natural gas, oil, coal and coal seam methane, biomass, landfill gas, and hydro, as well as refuse-derived fuel. Certain statements included in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct. Factors that could cause NRG's actual results to differ materially from that contemplated in the forward-looking statements above include, among others, the business or investment considerations disclosed from time to time in NRG's Securities and Exchange Commission filings or in other publicly disseminated written documents.
2 NRG undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For more information, review NRG's filings with the Securities and Exchange Commission. More information on NRG is available at www.nrgenergy.com Contacts: Meredith Moore Media Relations 612.373.8892 Rick Huckle Investor Relations 612.313.8900