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Filings Under the Public Utility Holding Company Act of 1935, as amended (“Act”)

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Start Preamble April 9, 2002.

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) Start Printed Page 18657should submit their views in writing by May 6, 2002, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After May 6, 2002, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Xcel Energy Inc., et al. (70-10019)

Xcel Energy Inc. (“Xcel”), a registered holding company; Northern States Power Company (Minnesota) (“NSP-M”), Northern States Power Company (Wisconsin) (“NSP-W”), Public Service Company of Colorado (“PSCO”), and Southwestern Public Service Company (“SPS”), four wholly owned public utility subsidiary companies of Xcel; XERS Inc. (“XERS”), a nonutility subsidiary company of Xcel; Xcel Energy Markets Holdings Inc. (“XEMH”), an intermediate holding company of Xcel; and e prime inc. (“e prime”), a nonutility subsidiary company of Xcel, all located at 800 Nicollet Mall, Minneapolis, Minnesota 55402, (collectively, “Applicants”) have filed an application-declaration (“Application”) with the Commission under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rules 45 and 54 under the Act.

Applicants seek authority for: (a) NSP-M and PSCO to expand their appliance warranty and repair programs offered to residential customers to include home inspections and electrical and plumbing services; (b) NSP-W, SPS and XERS to offer similar home services to residential customers that NSP-M and PSCO offer, including the proposed home inspections and electrical and plumbing services; (c) XEMH, e prime and their current and future subsidiaries to engage in energy marketing and brokering activities in Canada; and XEMH, e prime and Xcel to invest up to $750 million in various energy assets that are incidental and related to their marketing and brokering business.

Expanded Home Services

NSP has operated an appliance warranty and repair program for several years that was approved as part of the Northern States Power/New Century Energies merger (HCAR No. 27212, August 16, 2000) (“Merger Order”). The program, called NSP Advantage Service, provides a warranty and repair program for residential customers for heating and air conditioning systems, water heaters, refrigerators, dishwashers and clothes washers. Similarly, PSCO provides repair services and warranties to residential customers in connection with certain household appliances. Additionally, PSCO may lease certain large appliances, such as heating, ventilation and air conditioning systems, lighting systems and chillers to industrial customers. PSCO's services were approved in a prior Commission order (HCAR No. 26748, August 1, 1997).

NSP-W and SPS desire to engage in residential services similar to those currently provided by NSP-M and PSCO; and all four of the utility subsidiaries, NSP-M, NSP-W, PSCO and SPS, desire to expand these services to include electrical and plumbing services as well as associated home inspections for customers in their service territories. Applicants state that the provision of electrical and plumbing services and home inspections is a logical extension of the current services they provide.

Applicants state that it may become desirable at some point to have these same types of residential services provided by an unregulated affiliate, such as XERS, either in lieu of, or in addition to, the utility subsidiaries providing these services. To the extent the provision of these services by XERS would not otherwise already be permitted under the Act, Applicants request authority for XERS to engage in the same residential services.

Energy Marketing and Brokering

In the Merger Order, the Commission authorized the retention of e prime's energy marketing and brokering business in the United States. At that time, e prime committed that it would not directly or indirectly engage in energy marketing and brokering activities outside the United States without separate Commission authorization. E prime is now seeking authority to engage in brokering and marketing of electricity, natural gas and other energy commodities in Canada.

Acquisition of Energy Assets

Xcel, XEMH and e prime request authority to invest, from time to time, directly or indirectly through their current or future subsidiaries up to $750 million (“Investment Limitation”) through December 31, 2005 (“Authorization Period”) to construct or acquire gas and other energy assets that are incidental and related to their energy marketing and brokering business (“Energy Assets”) or to acquire one or more existing or new companies substantially all of whose physical properties consist or will consist of Energy Assets. Applicants state that Energy Assets include, but are not limited to, natural gas production, gathering, processing, storage and transportation facilities and equipment; liquid oil reserves and storage facilities; and associated facilities. Energy Assets (or equity assets of companies owning Energy Assets) may be acquired for cash or in exchange for common stock of Xcel or other securities of Xcel or e prime or any combination of these. If common stock of Xcel is used as consideration for an acquisition, the market value of the stock on the date of issuance will be counted against the proposed Investment Limitation. Applicants state that under no circumstances will the acquisition and ownership of Energy Assets cause e prime or any subsidiary of e prime to be or become an “electric utility company” or a “gas utility company,” as defined in section 2(a)(3) and 2(a)(4) of the Act. Applicants state that gas marketers today must be able to offer their customers a variety of value-added, or “bundled” services, such as gas storage and processing, and must have the flexibility to acquire or construct such supply facilities in order to compete in today's market.

Applicants state that it is the intention of e prime to add to e prime's and its subsidiaries' existing base of non-utility, marketing-related assets as and when market conditions warrant, whether through acquisitions of specific assets or groups of assets that are offered for sale or by acquiring existing companies (for example, other gas or power marketing companies which own significant physical assets in the areas of gas production, processing, storage, transportation or generation). Applicants state that it is e prime's objective to control a substantial portfolio of Energy Assets that would provide the Xcel system with the flexibility and capacity to compete for sales in all major markets in the United States and in Canada.

Xcel requests authorization to issue securities in order to finance the purchase or construction of Energy Assets or the purchase of the securities of companies owning Energy Assets in an aggregate amount not to exceed the Investment Limitation. These securities might consist of any combination of (i) shares of common stock of Xcel, (ii) borrowings by Xcel from banks or other financial institutions under credit lines Start Printed Page 18658or otherwise, (iii) guarantees by Xcel of indebtedness issued by e prime or any existing or new subsidiary of e prime, or (iv) guarantees by Xcel of securities issued by any special purpose financing subsidiary of Xcel organized specifically for the purpose of financing any such acquisition. The maturity dates, interest rates, and other provisions of any securities issued and sold as well as any associated commitment, placement, underwriting or selling agent fees, commissions and discounts will be established by negotiation or competitive bidding and will be reflected in the applicable documentation setting forth the terms. Xcel, however, will not issue and sell any securities at interest rates in excess of those generally obtainable at the time of pricing or repricing for securities having the same or reasonably similar maturities; having reasonably similar terms, conditions and features; and being issued by utility companies or utility holding companies of the same or reasonably comparable credit quality as determined by the competitive capital markets.

Start Signature

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

End Signature End Preamble

[FR Doc. 02-9148 Filed 4-15-02; 8:45 am]