SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
NRG Energy Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
629377102
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP: 629377102 Page 1 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Group International, Inc.
95-4154357
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
6,366,900
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
8,139,810
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,139,810 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP: 629377102 Page 2 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Guardian Trust Company
95-2553868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
6,366,900
6 SHARED VOTING POWER
NUMBER OF
SHARES
NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING
8,139,810
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,139,810 Beneficial ownership disclaimed pursuant to Rule 13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.0%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK
CUSIP: 629377102 Page 3 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 3
Item 1(a) Name of issuer:
NRG Energy Inc.
Item 1(b) Address of issuer's principal executive offices:
901 Marquette Avenue, Ste. 2300
Minneapolis, MN 55402
Item 2(a) Name of person(s) filing:
Capital Group International, Inc. and Capital Guardian Trust
Company
Item 2(b) Address or principal business office or, if none,
residence:
11100 Santa Monica Blvd.
Los Angeles, CA 90025
Item 2(c) Citizenship: N/A
Item 2(d) Title of class of securities:
Common Stock
Item 2(e) CUSIP No.:
629377102
Item 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filings is a:
(b) [X] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(g) [X] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G).
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
See pages 2 and 3
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
CUSIP: 629377102 Page 4 of 7
Capital Group International, Inc. is the parent holding company
of a group of investment management companies that hold
investment power and, in some cases, voting power over the
securities reported in this Schedule 13G. The investment
management companies, which include a "bank" as defined in
Section 3(a)6 of the Securities Exchange Act of 1934 (the
"Act") and several investment advisers registered under Section
203 of the Investment Advisers Act of 1940, provide investment
advisory and management services for their respective clients
which include registered investment companies and institutional
accounts. Capital Group International, Inc. does not have
investment power or voting power over any of the securities
reported herein; however, Capital Group International, Inc. may
be deemed to "beneficially own" such securities by virtue of
Rule 13d-3 under the Act.
Capital Guardian Trust Company, a bank as defined in Section
3(a)6 of the Act is deemed to be the beneficial owner of
8,139,810 shares or 16.0% of the 50,995,810 shares of Common
Stock believed to be outstanding as a result of its serving as
the investment manager of various institutional accounts.
Shares reported by Capital Group International, Inc. include
64,810 shares resulting from the assumed conversion of 70,000
shares of the 6.5% Corporate Units, due 5/18/04.
Item 5 Ownership of 5 percent or Less of a Class. If this statement
is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the
following: [ ]
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
1.
Capital Guardian Trust Company is a bank as defined in
Section 3(a)(6) of the Act and a wholly owned subsidiary of
Capital Group International, Inc.
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
CUSIP: 629377102 Page 5 of 7
Signature
After reasonable 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.
Date: February 11, 2002
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Group International, Inc.
Date: February 11, 2002
Signature: *David I. Fisher
Name/Title: David I. Fisher, Chairman
Capital Guardian Trust Company
*By /s/ Kristine M. Nishiyama
Kristine M. Nishiyama
Attorney-in-fact
Signed pursuant to a Power of Attorney dated December
19, 2000 included as an Exhibit to Schedule 13G filed
with the Securities and Exchange Commission by Capital
Group International, Inc. on February 9, 2001 with
respect to Abitibi-Consolidated Inc.
CUSIP: 629377102 Page 6 of 7
AGREEMENT
Los Angeles, CA
February 11, 2002
Capital Group International, Inc. ("CGII") and Capital Guardian
Trust Company ("CGTC") hereby agree to file a joint statement on
Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in
connection with their beneficial ownership of Common Stock issued by
NRG Energy Inc.
CGII and CGTC state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CGII and CGTC are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL GROUP INTERNATIONAL, INC.
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Group International,
Inc.
CAPITAL GUARDIAN TRUST COMPANY
BY: *David I. Fisher
David I. Fisher, Chairman
Capital Guardian Trust Company
*By /s/ Kristine M. Nishiyama
Kristine M. Nishiyama
Attorney-in-fact
Signed pursuant to a Power of Attorney dated December 19, 2000
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital Group International, Inc. on
February 9, 2001 with respect to Abitibi-Consolidated Inc.
CUSIP: 629377102 Page 7 of 7