-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B4qq0hsChLcMLe/vUK+Jy5GGwrfwojot2dOFiT6HZemd5rLESxRFhlkBVsv6TPa4 wSIlgZdY9JjdIxgYSwPXIA== 0000897101-96-000023.txt : 19960126 0000897101-96-000023.hdr.sgml : 19960126 ACCESSION NUMBER: 0000897101-96-000023 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960125 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN STATES POWER CO /MN/ CENTRAL INDEX KEY: 0000072903 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 410448030 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00415 FILM NUMBER: 96506729 BUSINESS ADDRESS: STREET 1: 414 NICOLLET MALL 4TH FL CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123305500 MAIL ADDRESS: STREET 1: 414 NICOLLET MALL STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 1996. REGISTRATION NO. SECURITIES AND EXCHANGE COMMISSION FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORTHERN STATES POWER COMPANY (Exact name of registrant as specified in its charter) MINNESOTA (State or other jurisdiction of incorporation or organization) 41-04-48030 (I.R.S. Employer Identification No.) 414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401 (612) 330-5500 (Address, including zip code, and telephone number, including area code, of principal executive offices) EDWARD J. MCINTYRE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER NORTHERN STATES POWER COMPANY 414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401 (612) 330-7712 GARY R. JOHNSON VICE PRESIDENT AND SECRETARY NORTHERN STATES POWER COMPANY 414 NICOLLET MALL, MINNEAPOLIS, MINNESOTA 55401 (612) 330-7623 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy To: PETER D. CLARKE GARDNER, CARTON & DOUGLAS 321 NORTH CLARK STREET, CHICAGO, ILLINOIS 60610 (312) 245-8685 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of this prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE Common Stock (par value $2.50 per share) 3,500,000 $50.688(1) $177,408,000(1) $61,175.17
(1) These amounts are estimates made solely for the purpose of determining the registration fee pursuant to Rule 457(c), and are based on the average of the high and low prices of the Common Stock as reported by The Wall Street Journal as New York Stock Exchange Composite Transactions for January 22, 1996. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED JANUARY 24, 1996 PROSPECTUS NORTHERN STATES POWER COMPANY (A MINNESOTA CORPORATION) DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN COMMON STOCK ($2.50 PAR VALUE) The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Northern States Power Company (the "Company") provides the Company's common and preferred shareholders, employees and customers with a convenient method of purchasing shares of the Company's common stock ($2.50 par value) ("Common Stock") without payment of any brokerage commission or service charge. In addition, other individuals of legal age who reside in Minnesota, North Dakota, South Dakota, Wisconsin or Michigan may become shareholders of record of the Company's Common Stock concurrent with enrollment in the Plan with a minimum initial investment of $100. Participants may purchase additional shares of Common Stock by reinvesting dividends and/or making cash payments. Employees of the Company may participate through payroll deduction. Beneficial owners of the Company's common or preferred stock held by brokers and other custodial institutions may participate in the Plan if such brokers and other custodial institutions holding their stock have established procedures which permit their customers to participate in the Plan if they so desire. Individuals who are not shareholders, employees or customers of the Company and who do not reside in Minnesota, North Dakota, South Dakota, Wisconsin or Michigan may participate only after becoming a shareholder of record through the purchase of common or preferred stock of the Company through an independent broker. The shares purchased under the Plan may be new issue Common Stock or Common Stock purchased on the open market. New issue Common Stock will be purchased from the Company at the current market price on the investment date. The price of Common Stock purchased on the market will be the weighted average price at which shares are actually purchased. A complete description of the Plan begins on Page 3. PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT FOR YOUR FUTURE REFERENCE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS JANUARY , 1996 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission ("Commission"). Such reports, proxy statements and other information on file can be inspected and copied at the public reference offices of the Commission currently at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, New York, New York 10048. Copies of such materials can also be obtained from the Public Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. In addition, reports, proxy material and other information concerning the Company may be inspected at the Library of the New York Stock Exchange, 20 Broad Street, New York, New York 10005; the offices of the Chicago Stock Exchange, One Financial Place, 440 South LaSalle Street, Chicago, Illinois 60605, and at the office of the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104, on which exchanges the Company's Common Stock is listed. INFORMATION INCORPORATED BY REFERENCE The following documents, as filed by the Company with the Securities and Exchange Commission, are incorporated herein by reference: (i) Form 10-K Annual Report of the Company for the year ended December 31, 1994, (ii) Form 10-Q Quarterly Reports of the Company for the quarters ended March 31, 1995, June 30, 1995 (and Amendments thereto (on Form 10-Q/A) dated August 4, 1995 and August 7, 1995) and September 30, 1995 (and Amendment thereto (on Form 10-Q/A) dated January 4, 1996) and (iii) the Company's Current Reports on Form 8-K dated January 30, 1995, February 28, 1995, April 28, 1995, June 27, 1995, June 28, 1995, September 1, 1995, September 13, 1995 and January 18, 1996. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company periodically will include with its Annual Report on Form 10-K or its Quarterly Report on Form 10-Q an Exhibit containing a description of its Common Stock. The Company hereby undertakes to provide without charge to each person (including any beneficial owner) to whom this Prospectus has been delivered, on the request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than certain exhibits to such documents. Written or telephone requests for such copies should be directed to the Assistant Secretary, Northern States Power Company, 414 Nicollet Mall, Minneapolis, Minnesota 55401 (612-330-5994). THE COMPANY The Company was incorporated in 1909 under the laws of Minnesota. Its executive offices are located at 414 Nicollet Mall, Minneapolis, Minnesota 55401 (Phone 612-330-5500). The Company's subsidiaries include Northern States Power Company, an operating public utility incorporated in Wisconsin ("NSP-Wisconsin"), NRG Energy, Inc. ("NRG"), a Delaware corporation, and Viking Gas Transmission Company, a Delaware corporation ("Viking"). The Company and its subsidiaries collectively are referred to herein as NSP. NSP is predominantly an operating public utility engaged in the generation, transmission and distribution of electricity throughout a 49,000 square mile service area and the distribution of natural gas in approximately 148 communities within this area. Viking is a regulated natural gas transmission company that operates a 500-mile interstate natural gas pipeline. NRG is primarily engaged in managing several of NSP's non-regulated energy subsidiaries. The Company serves customers in Minnesota, North Dakota and South Dakota. NSP-Wisconsin serves customers in Wisconsin and Michigan. Of the approximately three million people served by the Company and NSP-Wisconsin, the majority are concentrated in the Minneapolis-St. Paul Metropolitan Area. In 1994, about 61 percent of NSP's electric retail revenue was derived from sales in the Minneapolis-St. Paul Metropolitan Area and about 56 percent of gas revenues came from sales in the St. Paul area. NSP's electric generation for 1994 was provided for by coal (59%), nuclear (36%), and renewable and other fuels (5%). NSP currently operates three nuclear units that were placed in service in 1971, 1973 and 1974. NSP has no additional nuclear units under construction. PROPOSED MERGER The Company, Wisconsin Energy Corporation, a Wisconsin corporation ("WEC"), Northern Power Wisconsin Corp., a Wisconsin corporation and wholly-owned subsidiary of the Company ("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 and as amended and restated as of July 26, 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 and approved by the shareholders of both the Company and WEC, 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 Company is diligently pursuing such regulatory approvals and expects that all such regulatory approvals will be obtained no later than the end of 1996. Additional information concerning the Transaction and the Merger Agreement, including pro forma combined financial information, is included in the Company's Proxy Statement dated August 7, 1995 (which is filed as an exhibit to the registration statement of which this Prospectus forms a part) and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 (and Amendments thereto (on Form 10-Q/A) dated August 4, 1995 and August 7, 1995) and September 30, 1995 (and Amendment thereto (on Form 10-Q/A) dated January 4, 1996) (collectively, the "Incorporated Documents") filed with the Commission and incorporated by reference into this Registration Statement. 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 the Company (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." Upon consummation of the Transaction, NSP's common shareholders will receive 1.626 shares of Primergy common stock in exchange for each share of NSP common stock they own and the holders of NSP preferred stock will receive the same number of shares of preferred stock of new NSP, the reincorporated Wisconsin corporation. Following consummation of the Transaction, it is expected that WEC's Stock Plus Investment Plan will continue as the dividend reinvestment and stock purchase plan of Primergy. Former preferred and common shareholders of NSP will be able to participate in the Primergy dividend reinvestment and stock purchase plan with respect to the shares of New NSP preferred stock and Primergy common stock that they receive in the Transaction, and have their accounts under the Plan transferred to the Primergy dividend reinvestment and stock purchase plan. The Transaction is subject to customary closing conditions, including, without limitation, the receipt of all necessary governmental approvals and the making of all necessary governmental filings, all as more fully described in the Incorporated Documents. Both the Company and WEC recognize that the divestiture of their existing gas operations and certain non-utility operations is a possibility under the new registered holding company structure, but will seek approval from the Commission to maintain such businesses. If divestiture is ultimately required, the Commission has historically allowed companies sufficient time to accomplish divestitures in a manner that protects shareholder value. DESCRIPTION OF THE PLAN The following is a summary of the provisions of the Plan: DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN The purpose of the Plan is to provide the Company's shareholders, employees and customers with a convenient method of purchasing Common Stock of the Company and of systematically increasing ownership interest in the Company without payment of any brokerage commissions or service charges. The Plan also offers other individuals of legal age residing in Minnesota, North Dakota, South Dakota, Wisconsin or Michigan an opportunity to become shareholders of record of the Company by enrolling in the Plan. 1. HOW TO ENROLL Eligible persons may join the Plan at any time by completing the appropriate authorization form and returning it to the Company. An authorization form may be obtained by sending a written request to Northern States Power Company, Shareholders Department, 414 Nicollet Mall, Minneapolis, Minnesota 55401, or by calling the Company at (612) 330-5560. 2. PARTICIPATION If you are already a holder of record of Company stock or a beneficial owner of Company stock held by a broker or other custodial institution that has established procedures which permit their customers to participate in the Plan you must complete the appropriate authorization form to become a participant in the Plan. If you are already a participant under the Plan, you are not required to re-enroll. However, you must contact the Company's Shareholders Department to request any changes in participation. If you are a customer or employee of the Company or an individual of legal age residing in Minnesota, North Dakota, South Dakota, Wisconsin or Michigan, you must make an initial investment of at least $100 and complete the appropriate authorization form to become a participant of the Plan. A maximum of $10,000 may be initially invested in the Plan. 3. HOW THE PLAN WORKS Participants can reinvest dividends paid on full and fractional shares to acquire additional shares under the Plan. Participants also may make optional cash payments of a minimum of $25 per payment up to a $10,000 maximum per calendar quarter to purchase stock. Employees of the Company may authorize payroll deductions to purchase shares. Shares purchased with reinvested dividends, optional cash payments and employee payroll deductions are held by the Plan until the Participant requests issuance of a share certificate. Dividends paid on shares held by the Plan will be automatically reinvested. Participants can also choose to reinvest all, a portion, or none of the dividends earned on their certificated shares of Common and/or Preferred stock. No brokerage fees, commissions or service charges will be paid by participants in connection with the Plan. All administrative service fees will be borne by the Company. Participants with 25 or less shares credited to their Plan accounts can request termination and a sale of all Plan shares through the Company. Full investment of funds will be made on behalf of each participant in the Plan. Fractions of shares, as well as full shares, are credited to participants' accounts. Regular Statements of Account will provide simplified record keeping. Participants can deposit Common Stock certificates for shares acquired through the Plan or otherwise under the Share Deposit feature of the Plan. 4. HOW INVESTMENTS ARE MADE Shares may come either from authorized but unissued Common Stock ("new issue Common Stock") or from purchases of Common Stock of the Company made on any securities exchange where the shares are traded in the over-the-counter market or in negotiated transactions. The Company will decide when the Plan will purchase new issue Common Stock or when Common Stock will be purchased on the open market. For open market purchases, First Trust National Association (the "NSP Agent") will act as purchasing agent. As of the date of this Prospectus, shares of Common Stock purchased for participants under the Plan are being purchased from the Company as new issue Common Stock. The Company will not change its determination to use new issue Common Stock or purchase shares on the open market more than once in any twelve-month period. Participants will be notified of any change in the source of shares. Below are the various ways you can acquire shares: DIVIDEND REINVESTMENT Dividends may be reinvested to purchase either new issue Common Stock or Common Stock on the open market. Common and/or Preferred stock dividends used to purchase new issue Common Stock will be invested on the 20th day of each dividend payment month, being: January, April, July, and October, if that date is a New York Stock Exchange trading day, or the first succeeding date the New York Stock Exchange is open for trading during those months. Common and/or Preferred stock dividends will normally be used by the NSP Agent to purchase Common Stock on the open market within 10 business days of the payment of a dividend, depending on market conditions. DIVIDENDS ON SHARES HELD BY THE PLAN WILL ALWAYS BE REINVESTED. Participants can authorize full or partial reinvestment of dividends on certificated shares. To change participation to allow receipt of a dividend from certificated shares in cash, instead of automatically reinvesting that dividend, the Company's Shareholders Department must receive a written request for such on or before the record date established for the particular dividend. If the request is received after the record date, the change will begin with the next dividend. CASH INVESTMENT OPTION -- OPTIONAL CASH PAYMENTS Participants may, at any time, SEND CHECKS OR MONEY ORDERS ONLY (made payable in U.S. dollars drawn on a U.S. bank) to make cash investments in the Plan. Checks and money orders must be made PAYABLE TO "NSP AGENT". Participants may vary cash investments from a minimum of $25 per payment up to a maximum of $10,000 per calendar quarter. The Company will process all payments on the date they are received. Payments post-dated to the last business day of the month and received on or before that date will be accepted. Payments received after the last business day of the month will be processed by the Company and invested on the next investment date for optional cash payments. No interest will be paid on funds being held by the Company or the NSP Agent. Cash payments are invested monthly and must be received by the last business day of the month to be invested in the next month. Cash payments will be used to purchase either new issue Common Stock or Common Stock purchased on the open market, as determined by the Company. Cash payments used to purchase new issue Common Stock will be invested on the 10th day of each month, if that date is a New York Stock Exchange trading day, or the first succeeding date the New York Stock Exchange is open for trading. Cash payments used to purchase Common Stock on the open market will normally be purchased by the NSP Agent within 10 business days after the last business day of the previous month. To be eligible for quarterly dividends on shares purchased with cash investments, cash payments MUST be received by the last business day of January, February, April, May, July, August, October and November. Shares purchased with cash payments received in March, June, September and December will not be eligible for that quarter's dividend. Participants can request a refund of the current month's cash payment by sending a written request to the Company's Shareholders Department. The request must be received on or before the last business day of the month. Payments that are rejected by the Company will be returned to participants as promptly as practicable. PAYROLL DEDUCTION Employees who participate in the Plan may authorize payroll deductions to purchase shares under the Plan. Deductions may be made in addition to reinvestment of dividends and optional cash payments. The combined total of payroll deductions and optional cash payments may not exceed $10,000 in any calendar quarter. The minimum monthly payroll deduction is $25. Payroll Deduction forms can be obtained from the Company's Shareholders Department. Employees may change or terminate payroll deductions at any time by completing a new Payroll Deduction Authorization form. The commencement, change or termination will become effective as soon as practicable after receipt of the authorization form. PRICE The price per share of new issue Common Stock will be the current market price of Common Stock as determined by the Company on the basis of the average of the closing prices of Common Stock as reported by The Wall Street Journal as New York Stock Exchange Composite Transactions on the five trading days prior to the applicable investment date. The price of shares purchased for the Plan on the open market will be the weighted average price at which Common Stock of the Company is actually purchased. The Company has no basis for estimating either the number of shares that will be purchased under the Plan or the prices at which shares will be purchased. Participants should be aware that since investment prices are determined as of specified dates, they may lose any advantages otherwise available from being able to select the timing of their investment. 5. STATEMENTS OF ACCOUNT The Company will maintain an account for each Plan participant and will send Statements of Account to each participant as soon as practicable after each quarterly dividend reinvestment and each monthly cash investment. The Statements detail dividends, cash payments, number of shares, price per share, taxable dividend income and total number of accumulated shares. These Statements provide participants with records of their purchases and should be retained for tax purposes. 6. CERTIFICATES FOR SHARES Normally, certificates for Plan shares are not issued to participants unless requested. Instead, the shares are credited to Plan accounts and are shown on the Statements of Account. This protects against loss, theft or destruction of stock certificates, and reduces the Company's administrative costs. Participants can, however, request stock certificates for any number of full shares credited to their Plan accounts. There is no charge for this service. A written request must be made to the Company's Shareholders Department by completing the back side of the account correspondence stub attached to the Statements of Account or by submitting a written request. A separate request must be made for each certificate requested specifying the number of full shares to be issued. Requests are processed as soon as practicable after receipt. Generally, the certificates are issued within 10 business days after the Company receives the request. Any remaining full and fractional shares will continue to be credited to participants' accounts. Certificates for fractional shares will not be issued under any conditions. The Company reserves the right to suspend its policy of issuing certificates, other than upon termination or partial withdrawal from the Plan, at any time. REGISTRATION OF SHARE CERTIFICATES Certificates can be registered and issued in names other than participants' names subject to compliance with any applicable laws. To do this, participants must complete an "Assignment Separate from Certificate" form and return it to the Company's Shareholders Department. This form must bear the signature of the participant with the signature guaranteed by an eligible financial institution. Assignment forms can be obtained from the Company's Shareholders Department. If a participant wants shares issued or a transfer to be effective for a particular dividend payment, the appropriate form must be received at least five days before the record date established for that dividend. Shares credited to participants' accounts may not be pledged and may not be assigned, except to another Plan account. To pledge or assign shares, participants must make a written request for certificates to be issued. DEPOSIT OF COMMON STOCK CERTIFICATES INTO THE PLAN Participants can deposit any certificates for Common Stock of the Company into the Plan, whether such certificates were issued under this Plan or otherwise, at no cost. To take advantage of this feature, participants must send certificates for Common Stock to the Company's Shareholders Department with a completed "Share Deposit Letter of Transmittal" form which can be obtained from the Company's Shareholders Department. Shares of Common Stock represented by such certificates are credited to the appropriate participant account under the Plan and dividends on these shares are automatically reinvested in the same manner as Plan shares. CERTIFICATES FOR PREFERRED STOCK OF THE COMPANY ARE NOT ELIGIBLE FOR DEPOSIT. The Company strongly recommends that registered or certified mail be used, along with adequate insurance, should participants choose to deposit certificates. However, the method used to submit certificates to the Company is at the option and risk of the participant. Participants should not endorse the certificates. 7. HOW TO MAKE A CHANGE IN PARTICIPATION Any change in enrollment in the Plan or any change in the manner of participation in the Plan is considered a change in participation. For example, since dividends on Plan shares are always automatically reinvested, a request to issue a stock certificate to receive such dividends in cash is considered a change in participation. Participants may make this or any other change in participation by completing the appropriate information on the back side of the account correspondence stub attached to the Statements of Account or by sending a separate written request to the Company's Shareholders Department. The request must indicate the number of shares affected by any change and provide instructions on the new method of participation. 8. HOW TO TERMINATE PARTICIPATION Participants may terminate participation at any time by submitting the appropriate information on the back side of the account correspondence stub attached to the Statements of Account or by submitting a separate written request to the Company's Shareholders Department. When participants terminate participation or upon termination of the Plan by the Company, stock certificates for full shares credited to Plan accounts are issued and mailed directly to participants along with a check covering the value of any fractional shares. The fractional share check amount is based on the closing market price of the Company's Common Stock on the day before the day the termination request is processed. For income tax purposes, the amount of the fractional share check is taxable and is reported accordingly. The request for termination will be processed as soon as practicable after receipt. A stock certificate for full shares and a check for the value of the fractional share will normally be mailed within 10 days after receipt of the request, unless the request is received during a dividend month, in which case the stock certificate and check for the value of the fractional share will be mailed by the end of the month. If the request to terminate is received by the 15th day of a dividend payment month, being: January, April, July and October, the dividend that would have been reinvested in the Plan will be paid directly to the terminating participant in cash as soon as practicable. Any cash payments waiting for investment will be returned as soon as practicable. Any subsequent dividends, if applicable, will be paid in cash. To cancel payroll deductions, employees must complete a Payroll Deduction Authorization form. Forms can be obtained from the Company's Shareholders Department. SELLING PLAN SHARES To terminate participation and sell Plan shares (except for participants wishing to terminate with 25 or less shares as explained below), participants must send a written request to the Company's Shareholders Department specifying that a stock certificate be issued and indicating the number of Plan shares to be issued in certificated form. Participants can then sell the certificated shares through a stockbroker or to another buyer. Participants wishing to terminate with 25 or less shares credited under the Plan may sell all, but not less than all, Plan shares through the Company, without the issuance of a certificate and without payment of a brokerage fee. Participants must submit a request for a sale of 25 or less shares by completing the information on the back side of the account correspondence stub attached to the Statements of Account or by submitting a separate written request to the Company's Shareholders Department. Unless the shares are needed to meet Plan requirements, the Company will place a sale order for such shares with a fiduciary institution selected by the Company within 10 days after receipt. In the event that shares being sold by terminating participants are needed to meet Plan requirements, those shares will be purchased by the Plan. In either case, the participant will receive the proceeds of the sale, less any backup withholding tax, within 10 days after the sale. The price of the Plan shares being sold will be the market price of the Common Stock of the Company on the day of the sale. After termination, previous participants can re-enroll in the Plan by completing the appropriate authorization form. However, the Company reserves the right to reject any enrollment forms from previous participants on the grounds of excessive joining and termination. Such reservation is intended to minimize unnecessary administrative expense and to encourage use of the Plan as a long-term investment service. 9. OTHER INFORMATION STOCK SPLITS Should the Company declare a stock split, the number of additional shares participants receive will be based on the number of shares in the Plan account. Additional full and fractional shares that result from a stock split will be credited to participants' Plan accounts. Stock split shares issued with respect to certificated shares held by participants will be mailed directly to the participants in the same manner as to shareholders who are not participating in the Plan. VOTING AT THE ANNUAL MEETING OF SHAREHOLDERS The Company will vote the shares participating in the Plan (those certificated and those credited to a Plan account) in accordance with participants' signed proxies, or participants can vote in person at the annual meeting. PROCEEDS FROM THE SALE OF NEW ISSUE COMMON STOCK Proceeds received from the sale of new issue Common Stock will be used for general corporate purposes. COMPANY RESPONSIBILITY IN ADMINISTERING THE PLAN In administering the Plan, the Company is not liable for any good faith act or omission to act, including, without limitation, any claim of liability (a) arising out of failure to terminate participants' accounts upon death prior to receipt of notice in writing of such death; (b) with respect to the prices at which the shares are purchased or sold and the time such purchases or sales are made; or (c) as to the value of the shares acquired for participants. The Company reserves the right to interpret and regulate the Plan as it deems desirable or necessary in connection with the Plan's operation. The Company will have no responsibility beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan nor will it have any duties or responsibilities except such as are expressly set forth herein. Participants should recognize that neither the Company nor the NSP Agent can assure them of a profit or protect them against a loss on shares purchased or sold by them under the Plan. COMPANY'S RIGHT TO TERMINATE THE PLAN While the Company expects to continue the Plan indefinitely, it reserves the right to suspend or terminate the Plan at any time. The Company reserves the right to terminate Plan accounts if participants are unwilling to abide by the rules and provisions of the Plan. It also reserves the right to make modifications to the Plan. Any such suspension, termination or modification will be announced to participants in advance. 10. FEDERAL INCOME TAX INFORMATION THE INFORMATION SET FORTH BELOW IS ONLY A SUMMARY AND DOES NOT CLAIM TO BE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE DESCRIPTION MAY BE AFFECTED BY FUTURE LEGISLATION, IRS RULINGS AND REGULATIONS, OR COURT DECISIONS. ACCORDINGLY, PARTICIPANTS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN. What are the federal income tax consequences of participation in the Plan? For tax purposes, participants' reinvested dividends are treated in the same manner they would have been treated had the participants received them in cash on the applicable dividend payment date. In addition, brokerage commissions paid by the Company for participants if shares are acquired through open market transactions are treated as taxable dividend income and are reported accordingly. Participants will not realize any taxable income when stock certificates for full shares are issued from Plan accounts. However, participants will realize gain or loss when the shares are sold either at their request through the Company or by them after certificates have been issued. The amount of the gain or loss is the difference between the amount the participant receives for the shares and the cost basis of the shares. In addition, terminating participants will realize gain or loss upon receipt of the check covering the value of the fractional share. How will participants be notified of their taxable dividend income? The Company will report the dividend income to participants and to the IRS on Form 1099-Div. The brokerage commission paid by the Company will be included as dividend income. When Plan accounts are terminated and shares are sold through the Company, the Company will also report the proceeds from the sale to terminated participants and to the IRS on Form 1099-B. What is the federal tax basis of Plan shares? The tax basis of participants' Plan shares acquired after 1985 is equal to their purchase price as indicated on the participants' statements. The tax basis of participants' shares acquired under the Plan in calendar years 1982 through 1985 will depend on whether they excluded reinvested dividends up to $750 ($1,500 in the case of a joint return) per tax year under certain provisions of the Economic Recovery Tax Act of 1981. If participants excluded qualified dividends, the tax basis for the resulting shares will be zero. If participants did not exclude the dividends, the tax basis will be the purchase price as indicated on the participant's statements. How does the Company invest and report dividends subject to federal backup withholding or foreign tax withholding? The Company will invest an amount equal to the dividends less the amount of tax withheld. The net dividend will purchase shares. The Statements sent to participants subject to tax withholding will not indicate the amount of tax withheld, but will show the net dividend reinvested by the Company. For IRS reporting purposes, the amount of the dividend withheld will be included in the dividend income of participants subject to backup withholding or foreign participants subject to foreign withholding. 11. EXPERTS The financial statements and the related financial statement schedules incorporated in this Registration Statement by reference from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (which reports express an unqualified opinion and include an explanatory paragraph referring to the Registrant's change in method of accounting for post retirement healthcare costs in 1993) have been audited by Deloitte & Touche, independent public accountants, as stated in their report included in such Form 10-K which is incorporated herein by reference, and have been so incorporated in reliance upon such reports given upon the authority of that firm as experts in accounting and auditing. The consolidated financial statements incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of Wisconsin Energy Corporation for the year ended December 31, 1994 have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 12. LEGAL OPINION A legal opinion in connection with shares issued under the Plan was rendered by Chandra G. Houston, an attorney for the Company. 13. INDEMNIFICATION The Company's Bylaws contain provisions for indemnification of its directors and officers consistent with the provisions of Section 302A.521 of the Minnesota Statutes. The Company's Restated Articles of Incorporation also contain provisions limiting the liability of the Company's directors in certain instances. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable. 14. ADDITIONAL INFORMATION For further information and assistance, please write: Northern States Power Company Shareholders Department 414 Nicollet Mall Minneapolis, MN 55401 or call: 330-5560 from the Minneapolis-St. Paul area; or 1-800-527-4677 toll-free from other locations. TABLE OF CONTENTS PAGE Available Information 2 Information Incorporated by Reference 2 The Company 3 Proposed Merger 3 Description of the Plan 4 How to Enroll 4 Participation 5 How the Plan Works 5 How Investments are Made 5 Statements of Account 7 Certificates for Shares 7 How to Make a Change in Participation 8 How to Terminate Participation 9 Other Information 10 Federal Income Tax Information 11 Experts 12 Legal Opinion 12 Indemnification 12 Additional Information 12 NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. NO DEALER, BROKER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED IN THIS PROSPECTUS, AND INFORMATION OR REPRESENTATIONS NOT HEREIN CONTAINED, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. PROSPECTUS [LOGO] NORTHERN STATES POWER COMPANY (A MINNESOTA CORPORATION) Dividend Reinvestment and Stock Purchase Plan PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Set forth below is an estimate of the approximate amount of fees and expenses payable by the Registrant (other than underwriting discounts and commissions) in connection with the issuance and sale of the Common Stock (par value $2.50 per share) (the "Common Stock"): Registration fee under the Securities Act of 1933, as amended $ 61,175.17 State qualification fees and expenses 2,000.00 Printing 35,000.00 Accounting services 5,000.00 Legal fees to Company counsel 7,500.00 Miscellaneous, including telephone, stationery, postage and other out-of-pocket expenses 2,000.00 Total $112,675.17 All items are estimated except the first. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 302A.521 of the Minnesota Statutes permits indemnification of officers and directors of domestic or foreign corporations under certain circumstances and subject to certain limitations. Pursuant to authorization contained in the Restated Articles of Incorporation, as amended, Article 4 of the Bylaws of the Company contains provisions for indemnification of its directors and officers consistent with the provisions of Section 302A.521 of the Minnesota Statutes. The Company's Restated Articles of Incorporation also contain provisions limiting the liability of the Company's directors in certain instances. The Company has obtained insurance policies indemnifying the Company and the Company's directors and officers against certain civil liabilities and related expenses. ITEM 16. EXHIBITS Certain Exhibits listed below were filed with the Securities and Exchange Commission as Exhibits to certain Registration Statements and Reports under the Exhibit number indicated after each such exhibit and are incorporated herein by this reference.
4.01 Restated Articles of Incorporation, as amended [filed as Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q (file no. 1-3034) for the quarter ended March 31, 1992 and incorporated by reference herein]. 4.02 By-laws [filed as Exhibit 3.02 to the Registrant's Annual Report on Form 10-K (File No. 1-3034) for the year ended December 31, 1991 and incorporated by reference herein]. 5.01 Opinion of Chandra G. Houston as to legality of the Common Stock being registered. 23.01 Independent Auditors' Consent. 23.02 Independent Auditors' Consent. 23.03 Consent of Legal Counsel (see Item 5.01). 24.01 Power of Attorney. 99.01 Proxy Statement dated August 7, 1995 [filed with the Commission (file no. 1-3034) and incorporated by reference herein].
ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, and State of Minnesota, on the 24th day of January, 1996. NORTHERN STATES POWER COMPANY By: /s/ ARLAND D. BRUSVEN Arland D. Brusven Vice President -- Finance Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE James J. Howard Principal Executive Officer and Director Edward J. McIntyre Principal Financial Officer Roger D. Sandeen Principal Accounting Officer H. Lyman Bretting Director David A. Christensen Director W. John Driscoll Director Dale L. Haakenstad Director Allen F. Jacobson Director Richard M. Kovacevich Director Douglas W. Leatherdale Director John E. Pearson Director G. M. Pieschel Director Margaret R. Preska Director A. Patricia Sampson Director By: /s/ ARLAND D. BRUSVEN January 24, 1996 Arland D. Brusven (attorney-in-fact)
EXHIBIT INDEX
METHOD OF FILING NO. EXHIBIT 4.01 Restated Articles of Incorporation, as amended [filed as Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q (File No. 1-3034) for the quarter ended March 31, 1992 and incorporated by reference herein]. 4.02 By-laws [filed as Exhibit 3.02 to the Registrant's Annual Report on Form 10-K (File No. 1-3034) for the year ended December 31, 1991 and incorporated by reference herein]. DT 5.01 Opinion of Chandra G. Houston as to legality of the Common Stock being registered DT 23.02 Independent Auditors' Consent DT 23.01 Independent Auditors' Consent DT 23.03 Consent of Legal Counsel (see Item 5.01) DT 24.01 Power of Attorney 99.01 Proxy Statement dated August 7, 1995 [filed with the Commission (file no. 1-3034) and incorporated by reference herein]
EX-5.01 2 Exhibit 5.01 January 24, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: 3,500,000 shares of Common Stock of Northern States Power Company, a Minnesota corporation Ladies and Gentlemen: I am participating in the proceedings incident to the proposed issuance by Northern States Power Company, a Minnesota corporation (the "Company"), of up to 3,500,000 additional shares of Common Stock, par value $2.50 per share ("the shares"), pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan. I have examined all records, instruments, and documents which I have deemed necessary to examine for the purposes of this opinion, including the Registration Statement on Form S-3 relating to the shares to be filed by the Company pursuant to the Securities Act of 1933. Based upon the foregoing and upon my general familiarity with the Company and its affairs, I am of the opinion: 1. That the Company is a duly organized and validly existing corporation under the laws of the State of Minnesota and that it is legally qualified and authorized to operate and conduct business in the State of Minnesota. 2. When, as and if the Registration Statement on Form S-3 to which this opinion is an exhibit becomes effective pursuant to the provisions of the Securities Act of 1933, as amended, and the shares have been duly issued and delivered, and the consideration for the shares has been duly received by the Company, all in the manner contemplated by said Registration Statement, the shares will be legally issued, fully paid, and nonassessable shares of stock of the Company. I hereby consent to the incorporation of this opinion into said Registration Statement and the reference to me under the heading "Legal Opinion" in said Registration Statement. Respectfully submitted, Chandra G. Houston EX-23.01 3 Exhibit 23.01 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Northern States Power Company (the Company) on Form S-3 (relating to the Northern States Power Company registration of 3,500,000 shares of common stock for the Dividend Reinvestment and Stock Purchase Plan) of our report dated February 8, 1995 (which expresses an unqualified opinion and includes an explanatory paragraph referring to the Company's change in method of accounting for postretirement health care costs in 1993), appearing on page 44 in Item 8 of the Annual Report on Form 10-K of Northern States Power Company for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in the Prospectus which is part of this Registration Statement. DELOITTE & TOUCHE LLP January 24, 1996 Minneapolis, Minnesota EX-23.02 4 Exhibit 23.02 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 25, 1995 appearing on page 65 of Wisconsin Energy Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Milwaukee, Wisconsin January 24, 1996 EX-24.01 5 Exhibit 24.01 POWER OF ATTORNEY WHEREAS, NORTHERN STATES POWER COMPANY, a Minnesota corporation (the Company), is about to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1993, as amended, one or more registration statements and one or more amendments to registration statements relating to the issuance of up to 3,500,000 shares of Common Stock, par value $2.50 per share in connection with its Dividend Reinvestment and Stock Purchase Plan; and WHEREAS, each of the undersigned holds the office or offices in the Company herein below set opposite his name, respectively; NOW, THEREFORE, each of the undersigned hereby constitutes and appoints ARLAND D. BRUSVEN, his/her attorney, with full power to act for him/her and in his/her name, place, and stead, to sign his/her name in the capacity or capacities set forth below to any registration statements or amendments relating to the issuance of up to 3,500,000 shares of Common Stock, par value $2.50 per share, for use in connection with its Dividend Reinvestment and Stock Purchase Plan; and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 24th day of January, 1996. /s/ James J. Howard /s/ Douglas W. Leatherdale James J. Howard Douglas W. Leatherdale, Director Principal Executive Officer & Director /s/ H. Hyman Bretting /s/ John E. Pearson H. Hyman Bretting, Director John E. Pearson, Director /s/ David A. Christensen /s/ G. M. Pieschel David A. Christensen, Director G. M. Pieschel, Director /s/ W. John Driscoll /s/ Margaret R. Preska W. John Driscoll, Director Margaret R. Preska, Director /s/ Dale L. Haakenstad /s/ A. Patricia Sampson Dale L. Haakenstad, Director A. Patricia Sampson, Director /s/ Allen F. Jacobson /s/ Edward J. McIntyre Allen F. Jacobson, Director Edward J. McIntyre Principal Financial Officer /s/ Richard M. Kovacevich /s/ Roger D. Sandeen Richard M. Kovacevich, Director Roger D. Sandeen Principal Accounting Officer
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