SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In the Matter of
CERTIFICATE
Xcel Energy Inc.
OF
File No. 70-9635
NOTIFICATION
(Public Utility Holding Company
Act of 1935)
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This Certificate of Notification is filed by Xcel Energy Inc. ("Xcel
Energy"), a Minnesota corporation, pursuant to Xcel Energy's Form U-1
Application-Declaration, as amended (the "Application-Declaration"), and the
order of the Securities and Exchange Commission (the "Commission") dated August
22, 2000 (HCAR No. 27218) as amended by orders dated March 7, 2002 (HCAR No.
27494) and November 7, 2002 (HCAR No. 27597) (the "Order") in the
above-referenced file. The Order directed that Xcel Energy file with the
Commission a report within two business days after the occurrence of (i) any
downgrade, or further downgrade, if applicable, by a nationally recognized
statistical rating organization of the debt securities of any of Xcel Energy,
NRG Energy, Inc. ("NRG") or any of Xcel Energy's utility subsidiaries, or (ii)
any event that would have a material adverse effect on the ability of Xcel
Energy or NRG to comply with any conditions or requirements of an order of the
Commission in this proceeding, or that Xcel Energy otherwise determines would be
of material interest to the Commission.
On late Friday afternoon, November 22, 2002, five former executives of
NRG filed an involuntary Chapter 11 bankruptcy petition against NRG in the U.S.
Bankruptcy Court for the District of Minnesota. The petitioners claim a total
amount of $23,531,862.28. The petitioners further claim that the amount is
subject to tax gross up pursuant to the applicable plan(s)/ agreement(s) and
that they believe that all or a portion of the claims may be a liability of Xcel
Energy/Northern States Power. The petition was filed against NRG and not against
any of its subsidiaries, which actually own and operate NRG's power generating
facilities.
Under provisions of federal law, NRG has full authority to continue to
operate its business as if the petition had not been filed unless and until a
court hearing on the validity of the involuntary petition is resolved adversely
to NRG. NRG has 20 calendar days to respond to the allegations contained in the
involuntary petition, during which time it can choose to seek to have the
petition dismissed, or converted into a voluntary bankruptcy under Chapter 11.
Should NRG seek to have the petition dismissed, the court would then set a
hearing to determine the merits of the petition - a process that could take
several weeks or more. NRG would have the opportunity to present evidence and
the court would have to judge whether the petition had any merit. NRG is
currently considering its options.
During the last few months, NRG has been engaged in negotiations with
its bank lenders and bondholders to develop a plan for restructuring the
company's debt. NRG said that it expects those discussions to continue and
stressed that none of the bank lenders or bondholders had joined the former NRG
executives in signing the involuntary petition.
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned company has duly caused this Statement to
be signed on its behalf by the undersigned thereunto duly authorized.
XCEL ENERGY INC.
By: /s/Ben G.S. Fowke III
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/s/Ben G.S. Fowke III
Vice President and Treasurer
Dated: November 26, 2002
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