UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE TO
NRG ENERGY, INC.
XCEL ENERGY INC.
COMMON STOCK, PAR VALUE $0.01
PER SHARE, OF NRG ENERGY, INC.
XCEL ENERGY INC.
800 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
(612) 330-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copies to:
ROBERT A. YOLLES, ESQ.
PETER D. CLARKE, ESQ.
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 60601
(312) 782-3939
Check the appropriate boxes below to designate any transactions to which the statement relates:
third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, as initially filed on March 13, 2002 and as amended on March 18, March 27, April 3, April 4, and April 11, 2002 (as previously amended and amended hereby, the “Schedule TO”) by Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), and NRG Acquisition Company, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Xcel Energy (the “Purchaser”), relating to the offer by Xcel Energy, on behalf of and as agent for the Purchaser, to exchange 0.5000 of a share of Xcel Energy common stock, par value $2.50 per share, including the associated share purchase rights, for each outstanding share of common stock, par value $0.01 per share, of NRG Energy, Inc., a Delaware corporation, on the terms and subject to the conditions set forth in Xcel Energy’s prospectus, dated April 3, 2002, as amended and supplemented by Xcel Energy’s prospectus supplement, dated April 4, 2002, and in the related letter of transmittal (as they may be amended or supplemented), copies of each of which have been filed as an Exhibit to the Schedule TO.
ITEM 4
The Securities and Exchange Commission will publish a new notice reflecting the previously revised terms of Xcel Energy’s offer. The notice will extend the earliest date by which the SEC could enter an order authorizing Xcel Energy to consummate the offer under the Public Utility Holding Company Act to May 7, 2002. As a result, Xcel Energy has extended the expiration of the offer to midnight, Eastern Daylight Time, on May 8, 2002. The other terms and conditions of the offer remain unchanged.
Accordingly, Item 4 is hereby amended by replacing each reference in the prospectus supplement, dated April 4, 2002, to the expiration date of April 17, 2002 with “midnight, Eastern Daylight Time, on May 8, 2002.”
ITEM 11
The information provided under the caption “The Offer — Certain Legal Matters and Regulatory Approvals — Approval Under the Public Utility Holding Company Act” on page 48 of the prospectus dated April 3, 2002, as amended and supplemented by the prospectus supplement dated April 4, 2002, is hereby amended by deleting the fifth paragraph thereunder and replacing it with the following:
| “The description of the stockholder request is qualified in its entirety by reference to the request, dated April 5, 2002, and the supplement thereto, dated April 12, 2002, both of which we have filed with the SEC and which we incorporate by reference into this prospectus.” |
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following exhibits:
(a)(12) Press release of Xcel Energy announcing extension of the exchange offer, dated April 16, 2002.
(i)(13) Request for Hearing, Additional Question, filed with the Securities and Exchange Commission on April 12, 2002 (SEC File No. 70-10059).
After due 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.
| XCEL ENERGY INC. |
| By: /S/ EDWARD J. MCINTYRE |
Edward J. McIntyre Vice President and Chief Financial Officer |
| NRG ACQUISITION COMPANY, LLC |
| By: /S/ PAUL E. PENDER |
Paul E. Pender Treasurer |
Dated the 16th day of April, 2002
(a)(12) Press release of Xcel Energy announcing extension of the exchange offer, dated April 16, 2002.
(i)(13) Request for Hearing, Additional Question, filed with the Securities and Exchange Commission on April 12, 2002 (SEC File No. 70-10059).
Exhibit (a)(12)
Xcel Energy, Inc.
|
U.S. Bancorp Center 800 Nicollet Mall Minneapolis, MN 55402-2023 |
April 16, 2002
Xcel Energy Extends Offer Deadline Until May 8, 2002
MINNEAPOLIS — Xcel Energy Inc. (NYSE:XEL) announced today that the Securities and Exchange Commission will publish a new notice reflecting the previously revised terms of Xcel Energy’s offer for the publicly held shares of NRG common stock.
The notice will extend the earliest date by which the SEC could enter an order authorizing Xcel Energy to consummate the exchange offer under the Public Utility Holding Company Act to May 7, 2002. As a result, Xcel Energy has extended the expiration of the offer to midnight EDT on May 8, 2002. The other terms and conditions of the exchange offer remain unchanged. Xcel Energy remains firmly committed to completing the exchange offer as expeditiously as possible.
Under the exchange offer, NRG’s public shareholders will receive 0.50 of a share of Xcel Energy common stock in a tax-free exchange for each outstanding share of NRG common stock they hold.
Xcel Energy is a major U.S. electricity and natural gas company with operations in 12 Western and Midwestern states. Formed by the merger of Denver-based New Century Energies and Minneapolis-based Northern States Power Co., Xcel Energy provides a comprehensive portfolio of energy-related products and services to 3.2 million electricity customers and 1.7 million natural gas customers through its regulated operating companies. In terms of customers, it is the fourth-largest combination natural gas and electricity company in the nation. Company headquarters are located in Minneapolis. More information is available at www.xcelenergy.com.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE EXCHANGE OFFER DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
In connection with the proposed exchange offer for NRG shares, Xcel Energy has filed a prospectus and related materials with the SEC. Investors and security holders may obtain a free copy of the exchange offer prospectus and other documents filed by Xcel Energy with the SEC at the commission’s Web site at http://www.sec.gov. Free copies of the exchange offer prospectus, as well as Xcel Energy’s related filings with the commission, also may be obtained from Xcel Energy by directing a request to Xcel Energy’s information agent for this offer, Georgeson Shareholder Communications, Inc., 111 Commerce Road, Carlstadt, NJ 07072 or call toll-free at 866/800-0230.
Forward-Looking Information
Although Xcel Energy believes its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those contained in the forward-looking statements include satisfaction of all conditions to the exchange offer that cannot be waived, including the approval of the SEC under the Public Utility Holding Company Act, and the satisfaction or waiver of conditions to the exchange offer that may be waived. Some of the conditions to the exchange offer include the receipt of all required regulatory approvals, the tender by the public stockholders of a minimum number of their shares and the absence of an injunction or litigation concerning the exchange offer. In light of these uncertainties, there can be no assurances that the exchange offer will be completed.
| Contact: |
Xcel Energy Inc., Minneapolis Analysts: E J McIntyre, 612/215-4515 R J Kolkmann, 612/215-4559 P A Johnson, 612/215-4535 or Media Inquiries: Xcel Energy Media Relations, 612/215-5300 |
Exhibit (i)(13)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
| * | |||
| Request of Hearing | * | SEC File No. 70-10059 | |
| Additional Question | * | ||
| * |
I sent a request for a hearing on April 5, 2002. Xcel Energy Inc. filed a Form U-1/A on April 9, 2002 for File No. 70-10059 that just came to my attention. There is information in the Form U-1/A that raises a new question that I would like to add to the list of questions to be answered in a hearing.
Can a company add “Minority Interests” to common equity when the company measures the ratio of common equity to total capitalization?
Exhibit 1 to Form U-1/A shows that Xcel Energy Inc. had only 27.6% of common stock in its capitalization as of December 31, 2001. Xcel’s merger or financing authorizations under the Public Utility Holding Company Act require 30% common equity in Xcel Energy Inc.’s total capitalization. The only way that Xcel can show 30% common equity as of December 31, 2001 is to add “Minority Interests” to common equity. I don’t believe it’s sound accounting to include Minority Interests in a calculation of common equity. Because of all of the accounting problems in companies today, I would like to add this question to the list of questions to be answered in a hearing.
|
/s/ Elizabeth H. Smith Elizabeth H. Smith 1424 Oxford Road Charlottesville, Virginia 22903 Telephone: 434-974-6245 |
AFFIDAVIT
I hereby attest that on this 12th day of April, 2002, I provided a copy of the Request for Hearing and Additional Question to the parties listed below by
FAX:
Secretary
U.S. Securities and Exchange Commission
Washington, DC 20549-0609
FAX: 202-942-9651
Gary R. Johnson
Vice President and General Counsel
Xcel Energy
800 Nicollet Mall
Minneapolis, Minnesota 55402
FAX: 612-215-4501
NRG Acquisition Company, LLC
800 Nicollet Mall
Minneapolis, Minnesota 55402
FAX: 612-215-4501
Peter D. Clarke
Debra J. Schnebel
Jones, Day, Reavis & Pogue
77 West Wacker
Suite 3500
Chicago, Illinois 60601
FAX: 312-782-8585
|
/s/ Elizabeth H. Smith Elizabeth H. Smith 1424 Oxford Road Charlottesville, Virginia 22903 |