SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period
ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 33-64951
NEW CENTURY ENERGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1334327
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1225 17th Street, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (303) 571-7511
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
As of May 10, 1996, 200 shares of the Registrant's Common Stock, $1 par
value (the only class of common stock), were issued and outstanding.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements...................................... 1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 4
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.......................... 4
Signature......................................................... 5
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PART I - FINANCIAL INFORMATION
Item l. Financial Statements
NEW CENTURY ENERGIES, INC.
BALANCE SHEETS
ASSETS
March 31, December 31,
1996 1995
---- ----
(unaudited)
Cash.................................................. $ - $ 200
Receivable from shareholder (Note 2).................. 200 -
--------- ----------
Total assets.......................................... $ 200 $ 200
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities........................................... $ - $ -
Shareholders' equity -
Common Stock, $1.00 par value(Note 1):
200 shares authorized;
200 shares issued and outstanding................. 200 200
--------- ----------
Total liabilities and shareholders' equity............ $ 200 $ 200
========= ==========
The accompanying notes are an integral part of these balance sheets.
1
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NEW CENTURY ENERGIES, INC.
NOTES TO FINANCIAL STATEMENT
(unaudited)
1. Formation and Organization
New Century Energies, Inc. ("NCE" or "the Company") was incorporated under
the laws of the State of Delaware on August 21, 1995 (formerly M-P New Co.) with
50% of its outstanding 200 shares, $1.00 par value, common stock purchased by
Public Service Company of Colorado ("PSCo") and 50% purchased by Southwestern
Public Service Company ("SPS") (See Note 2).
NCE, PSCo and SPS entered into an Agreement and Plan of Reorganization (the
"Merger Agreement"), dated August 22, 1995, as amended December 8, 1995,
providing for a business combination as peer firms involving PSCo and SPS in a
"merger of equals" transaction (the "Merger"). As part of the Merger, NCE will
become the parent company of both PSCo and SPS. Additionally, NCE will be a
holding company registered under the Public Utility Holding Company Act of 1935,
as amended. The Merger is expected to occur shortly after all of the conditions
to the consummation of the Merger, including applicable regulatory approvals,
are met or waived. It is currently expected that the Merger will be completed in
the latter half of 1996; however, the timing of the effective date of the Merger
is primarily dependent upon the regulatory process as described below.
Under the terms of the Merger Agreement, NCE will form PSCo Merger Corp.,
which will be merged with and into PSCo and NCE will form SPS Merger Corp.,
which will be merged with and into SPS. PSCo and SPS will be the surviving
corporations and will become wholly-owned subsidiaries of NCE. Each share of NCE
common stock issued and outstanding immediately prior to the effective time of
the Merger will be canceled, and no consideration shall be delivered in exchange
for such stock. Each outstanding share of PSCo common stock, par value $5.00 per
share, will be canceled and converted into the right to receive one share of NCE
common stock and each outstanding share of SPS common stock, $1.00 par value,
will be canceled and converted into the right to receive 0.95 of one share of
NCE common stock. At March 31, 1996, PSCo had 63.8 million common shares
outstanding and SPS had 40.9 million shares outstanding. Based on such
capitalization, the Merger would result in the common shareholders of PSCo
owning 62% of the common equity of NCE and the common shareholders of SPS owning
38% of the common equity of NCE.
NCE filed a registration statement on Form S-4 with the Securities and
Exchange Commission ("SEC") which became effective on December 13, 1995 with
respect to the shares of common stock of NCE issuable in the Mergers discussed
above. On January 31, 1996, the shareholders of PSCo and SPS approved the Merger
Agreement.
As noted above, the Merger is subject to customary closing conditions,
including the receipt of all necessary governmental approvals and the making of
all necessary governmental filings, including approvals and findings of state
utility regulators in Colorado, Texas, New Mexico, Wyoming and Kansas as well as
the approval of the Federal Energy Regulatory Commission ("FERC"), the Nuclear
Regulatory Commission ("NRC"), the SEC and the expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. Applications to the state regulatory commissions and
the FERC have been completed. The required authorizations from the Kansas
Corporation Commission and the NRC have been obtained. On January 30, 1996, NCE
filed its application with the SEC to be a registered public utility holding
company and the parent company for PSCo and SPS.
NCE currently engages in no significant operations other than the
organization of the proposed public utility holding company. Other than the
Mergers, NCE currently has no plans, understandings or agreements concerning any
acquisition.
2
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2. Related Party Transactions
Since inception (August 22, 1995), PSCo and SPS have incurred all costs
related to the formation of NCE, including those costs associated with the
registration of NCE's common stock and its application to be a registered public
utility holding company. Such costs, estimated to be approximately $3.4 million
and $2.5 million through March 31, 1996 and December 31, 1995, respectively,
were not charged to NCE (See Note 3).
The cash held by NCE at December 31, 1995 was deposited into a PSCo bank
account during the first quarter of 1996 and, accordingly, NCE has recognized
this amount as a receivable from shareholder at March 31, 1996.
3. Management's Representations
In the opinion of the Company, the accompanying balance sheets include all
adjustments necessary for the fair presentation of the financial position of NCE
at March 31, 1996 and December 31, 1995. As discussed in Note 2, all costs
related to the formation of NCE have been incurred by PSCo and SPS; therefore,
the Company has no operating or cash flow activities to report in a statement of
income or a statement of cash flows for the first quarter of 1996. The financial
information and notes thereto should be read in conjunction with the financial
information included in NCE's 1995 Annual Report filed with the SEC on Form
10-K.
3
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
NCE engages in no significant operations other than the organization of
the proposed public utility holding company. See Note 1. Formation and
Organization and Note 2. Related Party Transactions in Item 1. Financial
Statements.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule UT
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the first quarter of 1996.
4
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, New Century Energies, Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NEW CENTURY ENERGIES, INC.
By /s/R. C. Kelly
---------------------------------
R. C. KELLY
Director, President and
Treasurer
Dated: May 13, 1996
5
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<LEGEND>
This schedule contains summary financial information extracted from New
Century Energies, Inc. Balance Sheet as of March 31, 1996 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
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