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) APRIL 15, 2002
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NRG ENERGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-373-5300
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 15, 2002, NRG Energy, Inc. issued a $150 million subordinated
convertible note to its majority shareholder, Xcel Energy, Inc., to evidence a
loan from Xcel Energy to NRG in the amount of $150 million. The loan was made to
NRG as part of Xcel Energy's planned infusion of $600 million of equity into
NRG. The $150 million loan follows a previous subordinated loan of $300 million
made by Xcel Energy to NRG in March 2002.
The $150 million subordinated convertible note bears interest at a per annum
rate equal to 30-day LIBOR plus 0.90%. Payments on unpaid principal, together
with interest, are due quarterly in arrears, but NRG will not make any payments
of principal or interest on the note so long as NRG has senior indebtedness
outstanding. The note is subordinated to all of NRG's present and future secured
and unsecured obligations for borrowed money or guarantees. Xcel Energy may, at
its option, at any time so long as New York Stock Exchange rules do not require
prior approval of NRG shareholders, cause NRG to convert the full amount of the
note into an aggregate number of shares of NRG's common stock equal to the sum
of the then outstanding principal amount of the note and all accrued but unpaid
interest divided by the price per share on the date specified in Xcel Energy's
notice to convert. The price per share would be determined by the Independent
Committee of the NRG board of directors, and approved by the Finance Committee
of the Xcel Energy board, but at a price per share not less than the average
closing price for the NRG common stock on the New York Stock Exchange during the
five-trading day period prior to the date of conversion. Xcel Energy has
confirmed to NRG that it intends to cancel this debt if its currently-pending
exchange offer for NRG's outstanding common stock is successfully completed and
it consummates a "short form" merger with NRG, thereby effectively making a
capital contribution to NRG. If the offer and merger are not completed, Xcel
Energy has said that it plans to convert the note into NRG common stock.
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: April 16, 2002