As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW CENTURY ENERGIES, INC.
(Exact name of registrant as specified in charter)
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Delaware 84-1334327
(State of Incorporation) (IRS Employer Identification No.)
1225 17th Street
Denver, Colorado 80202
(303) 571-7511
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Bill D. Helton
Chairman of the Board and Chief Executive Officer
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
(303) 571-7511
(Name, address and telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From time to
time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. |_|
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee (1)
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Common Stock
($1 par value).... 10,000,000 shares $40.125 $401,250,000 $121,591
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(1) The proposed maximum offering price per share and in the aggregate have
been estimated solely for the purposes of computing the registration fee.
Pursuant to Rule 457(c), the registration fee has been calculated based on
the average of the high and low prices for the Common Stock of Public
Service Company of Colorado (the higher priced stock of the two companies
combining to form New Century Energies, Inc.) on June 4, 1997, as reported
on the New York Stock Exchange Composite Tape.
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PROSPECTUS
NEW CENTURY ENERGIES, INC.
Dividend Reinvestment and Cash Payment Plan
Common Stock, $1 Par Value
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The Dividend Reinvestment and Cash Payment Plan (the "Plan") of New Century
Energies, Inc. (the "Company") provides a convenient and economical way for the
shareholders of the Company to reinvest cash dividends and, through optional
cash payments, to purchase shares of the Company's common stock, $1.00 par value
per share (the "Common Stock" or "Company Common Stock"), without paying any
service charge and only a minimal brokerage commission.
The agent for the Plan ("Agent") is The Bank of New York or any successor
thereto appointed by the Company from time to time. Any shareholder who wishes
to participate in the Plan and who has not been previously enrolled in the Plan
must properly complete and return the Authorization Card to the Agent. An
Authorization Card may be obtained from the Agent.
Shares purchased under the Plan may be, at the option of the Company, newly
issued shares, treasury shares, shares purchased on the open market by the Agent
or any combination of the foregoing. The price at which shares of Company Common
Stock will be purchased directly from the Company will be the average of the
high and low price per share paid on the last day on which Company Common Stock
was traded preceding the Investment Date (as defined) as reported on the
composite tape for New York Stock Exchange listed securities administered by the
Consolidated Tape Association. (See Question 10.) The price at which shares of
Common Stock purchased by the Agent on the open market shall be deemed to have
been acquired shall be the average price (including brokerage commissions) of
all shares purchased by the Agent for Participants in the Plan on the relevant
Investment Date.
Participation in the Plan is entirely voluntary. Any shareholder who does
not participate in the Plan will receive cash dividends, as declared, by check.
This Prospectus relates to 10,000,000 shares of Common Stock of the Company
registered for sale under the Plan and should be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June 6, 1997.
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THE COMPANY
The Company is a registered public utility holding company under the Public
Utility Holding Company Act of 1935, as amended. The Company owns all of the
outstanding shares of common stock of three public utility companies, Public
Service Company of Colorado ("PSCo"), Southwestern Public Service Company
("SPS") and Cheyenne Light, Fuel and Power Company. The Company also owns
several non-utility subsidiaries. The principal executive offices of the Company
are located at 1225 17th Street, Denver, Colorado 80202.
DESCRIPTION OF THE PLAN
The following, in question and answer form, sets forth the provisions of
the Dividend Reinvestment and Cash Payment Plan effective as of the date of this
Prospectus.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders of the Company with a
convenient and economical method of purchasing Company Common Stock. Once
enrolled in the Plan, shareholders (the "Participants") may also reinvest cash
dividends and, through optional cash investments, purchase additional shares of
Common Stock at regular intervals. Although the Company expects the Plan to
appeal to many shareholders, it is entirely optional. Each shareholder who
desires to participate must make an election in the manner set out herein unless
he or she is already a Participant in the Plan. (See Question 5.)
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may:
a. have cash dividends on all or part of the shares of Common Stock
registered in their names automatically reinvested and also invest
optional cash payments; or
b. continue to receive cash dividends on shares registered in their names
and invest by making optional cash payments of not less than $25 per
payment nor more than $100,000 per calendar year.
Participants will pay only a minimal brokerage commission in connection
with open market purchases under the Plan. Such commissions payable by a Plan
Participant on each investment will be such Participant's pro rata share of the
commissions paid by the Agent in effecting all open market purchases of Common
Stock on the applicable
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Investment Date. (See Question 13.) The amount of such commissions will be
deducted from the amount of the dividend reinvested or the optional cash
payment, as the case may be, prior to the purchase of shares of Common Stock.
However, because the Plan Agent will be making purchases on behalf of all Plan
Participants it is expected that the amount of commissions actually paid by a
Plan Participant would be minimal compared to that paid by a shareholder who
invests outside of the Plan. The Company will pay the Agent's costs and expenses
in connection with the administration of the Plan. Commissions will be added to
the shareholders' cost basis of the Common Stock purchased under the Plan.
Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be purchased for
Participants' accounts. Dividends on such fractions, as well as on full shares,
will be used to purchase additional shares for the Participants' accounts. The
Plan includes a safekeeping service which permits Participants to deposit all of
their Common Stock certificates with the Agent, thereby reducing shareholders'
risk of loss of physical certificates and making it convenient for shareholders
to hold all shares of Common Stock in one account. In addition, regular
statements of account will provide Participants with a record of each
transaction.
Administration
3. Who administers the Plan for Participants?
By participating in the Plan each Participant designates The Bank of New
York (or a successor thereto) as his or her Agent under the Plan. The Bank of
New York will administer the Plan, purchase shares of Common Stock as Agent for
Participants in the Plan, serve as custodian for shares on deposit in the Plan,
keep records, send statements of account to Participants and perform other
duties relating to the Plan. Shares of Common Stock purchased under the Plan
will be registered in the name of the Agent (or its nominee) and held by the
Agent for each Participant in the Plan.
Participants may contact the Agent by telephone toll free at 1-800-783-4893
between the hours of 9:00 a.m. and 6:00 p.m., Eastern time, on business days or
by writing to one of the following addresses. Please mention New Century
Energies, Inc. in all correspondence.
Optional cash payments and all notices and transaction requests concerning
the Plan should be mailed to:
The Bank of New York
Dividend Reinvestment Plan
P.O. Box 1958
Newark, NJ 07101-9774
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All inquiries regarding your account should be mailed to:
The Bank of New York
Investor Relations Department
P.O. Box 11258
Church Street Station
New York, NY 10286-1258
Please include in your letter a telephone number where you may be reached during
business hours.
Participation
4. Who is eligible to participate?
The Plan is available to shareholders of the Company. Shareholders who wish
to participate must be holders of record of the Company's Common Stock
("Eligible Shareholders"). A shareholder can elect to participate only with
respect to shares registered in his or her own name. Owners of Company Common
Stock whose shares are registered in names other than their own (e.g., broker,
bank nominee) must first become holders of record by having those shares
transferred into their own names in order to participate in the Plan with
respect to such shares.
5. How does an Eligible Shareholder join the Plan?
In order to join the Plan an Eligible Shareholder must properly complete an
Authorization Card and return it to the Agent.
An Authorization Card may be obtained at any time by contacting the Agent
at 1-800-783-4893.
An Eligible Shareholder may choose to participate in the dividend
reinvestment portion of the Plan to the extent of all or part of the shares of
Common Stock registered in his or her name and he or she may also make optional
cash payments. Alternatively, an Eligible Shareholder may choose to participate
in the optional cash payment portion only, and continue to receive cash
dividends on shares registered in his or her name. Dividends on shares purchased
through the optional cash payments portion of the Plan will be automatically
reinvested under the Plan.
6. What does the Authorization Card provide?
The Authorization Card allows you to indicate how you wish to participate
in the Plan.
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Participants must indicate whether dividends should be fully or partially
reinvested and whether any additional optional cash payments are to be made.
Participants may choose one of the following three options:
1) Full Dividend Reinvestment: Dividends on all shares of Common Stock
registered in a Participant's name will be reinvested in additional shares of
Common Stock and a Participant will also be entitled to invest optional cash
payments in additional shares.
2) Partial Dividend Reinvestment: By designating the number of shares on
which dividends will be reinvested, a Participant can cause the dividends on the
designated shares to be reinvested in Common Stock and will also be entitled to
invest optional cash payments in additional shares.
3) Optional Cash Payments Only: Dividends on shares registered in a
Participant's name will be paid by check as usual and will not be reinvested. A
Participant may send optional cash payments (in an amount not less than $25) to
the Agent which will be invested in additional shares. The amount of optional
cash payments which may be made by a Participant may not exceed $100,000 per
calendar year. Dividends on all shares purchased with optional cash payments and
credited to a Participant's account under this aspect of the Plan will, however,
be reinvested in additional shares unless and until a Participant requests that
the purchased shares be registered in his or her name through the issuance of
certificates. (See Questions 12 and 18 for information concerning the issuance
of certificates.)
Shareholders who do not participate in the Plan will receive cash
dividends, as declared, by check.
7. When may an Eligible Shareholder join the Plan?
An Eligible Shareholder may join the Plan at any time. If an Authorization
Card specifying "Full Dividend Reinvestment" or "Partial Dividend Reinvestment"
is properly completed and received by the Agent in sufficient time to process
prior to payment of a particular dividend, then reinvestment of the designated
dividends will commence with that dividend payment. Otherwise, participation
will begin with the following dividend payment.
An Eligible Shareholder may make an initial optional cash payment when
enrolling by enclosing a check with the Authorization Card. Optional cash
payments also may be made at any time after a shareholder has returned a
properly completed Authorization Card to the Agent. Optional cash payments are
invested once a month, usually on an Investment Date. (See Question 13 for
information concerning the investment of optional cash payments.)
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Costs
8. Are there any costs to Participants in connection with purchases and
sales under the Plan?
If the shares for the Plan are purchased on the open market, Participants
will be charged a pro rata share of the brokerage commissions paid by the Agent.
If the source of the Company Common Stock is treasury shares or newly issued
shares (see Question 9), the Participants will not be charged. Administration
costs of the Plan will be paid by the Company. In addition, Participants that
request the sale, withdrawal or transfer of any of their Plan shares (see
Questions 22-24) must pay any related brokerage commissions. The Agent may
effect open market purchases and sales of shares for the Plan through an
affiliated broker-dealer which would receive a commission for effecting such
transactions.
Source of Shares
9. What is the source of shares purchased under the Plan?
The Company has the sole discretion to determine whether shares purchased
under the Plan will come from the authorized and unissued shares of Company
Common Stock, treasury shares or shares purchased on the open market by the
Agent for Plan Participants. The Company will not change its determination as to
the source of the shares more than once in any three month period. Any such
change will be based on a determination by the Chief Financial Officer of the
Company with respect to the Company's capital needs or another compelling reason
for a change.
Purchases
10. What will be the price of shares of Common Stock purchased under the
Plan?
The price at which authorized and unissued shares of Company Common Stock
and treasury stock will be purchased from the Company will be the average of the
high and low price per share paid on the last day on which Company Common Stock
was traded preceding the Investment Date as reported on the composite tape for
New York Stock Exchange listed securities administered by the Consolidated Tape
Association.
The price at which shares of Common Stock purchased by the Agent on the
open market shall be deemed to have been acquired shall be the average price
(including brokerage commissions) of all shares purchased by the Agent for
Participants in the Plan on the relevant Investment Date. Such purchases may be
made on any securities exchange where Company Common Stock is traded.
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The Agent may commingle Participants' funds (dividends and optional cash
payments) with those of others participating in the Plan. The Agent shall have
no responsibility as to the market value of shares acquired for Participants'
accounts.
11. How many shares of Common Stock will be purchased for Participants?
Participants cannot request that a specific number of shares be purchased
for their accounts. Each Participant's account will be credited with the number
of shares, including fractions computed to four decimal places, equal to the
total amount invested by the Participant (less, in the case of open market
purchases, the pro rata share of brokerage commissions) divided by the purchase
price per share.
12. Will certificates be issued to Participants for shares of Common Stock
purchased under the Plan?
Certificates for whole shares of Common Stock purchased under the Plan will
be issued upon written request to the Agent by utilizing the tear-off stub on
the account statement. A Participant may also request certificates by contacting
the Agent's telephone toll free at 1-800-783-4893 and requesting a personal
identification number ("pin number"). Once a Participant has received a pin
number, the Participant may contact the Agent by telephone to request
certificates. (See Question 18 for instructions on certificate issuance and
Question 26 for information on termination of participation in the Plan.)
13. When will dividends and/or optional cash payments be invested?
Dividends will be reinvested in additional shares of Company Common Stock
on the Company's regular dividend payment dates (each, an "Investment Date"), or
as soon as practicable thereafter. Optional cash payments will be invested on
the first business day of each month (also "Investment Dates") or as soon as
practicable thereafter. Shares purchased will be credited to a Participant's
account on each Investment Date or as soon as practicable thereafter. Optional
cash payments received on or before the business day preceding a given
Investment Date will be invested on that Investment Date. Optional cash payments
received on or after a given Investment Date will be held by the Agent until the
next Investment Date. The Company recommends that optional cash payments be sent
so as to be received shortly before an Investment Date since no interest will be
paid on cash held until an Investment Date. (See Questions 16 and 17 for
information on when dividends will be paid on shares purchased with optional
cash payments.)
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Optional Cash Payments
14. Who is eligible to make optional cash payments?
Eligible Shareholders who are Participants in the Plan or who have
submitted a properly completed Authorization Card may make optional cash
payments at any time.
Eligible Shareholders may make an initial optional cash payment of not less
than $25 per payment nor more than $100,000 total per calendar year when
enrolling in the Plan by enclosing a check or money order with the properly
completed Authorization Card. Checks or money orders should be made payable to
The Bank of New York and mailed with the Authorization Card. Thereafter,
optional cash payments may be made at any time by sending your personal check or
money order to the Agent.
PARTICIPANTS WHO WISH TO MAKE REGULAR OPTIONAL INVESTMENTS SHOULD CONTACT
THE AGENT TO REQUEST AN AUTOMATIC MONTHLY DEDUCTION FORM. THIS PROGRAM PROVIDES
THE CONVENIENCE OF AUTOMATIC MONTHLY INVESTMENTS DEDUCTED DIRECTLY FROM YOUR
BANK ACCOUNT, WITHOUT THE NEED TO MAIL CHECKS.
Reports to Participants
15. What kind of reports will be sent to Participants in the Plan?
Soon after investment of optional cash payments and/or dividends,
Participants will receive a statement indicating the amount of dividends and
optional cash payments, the purchase price, number of shares purchased and the
total number of shares in their account. THESE STATEMENTS ARE A PARTICIPANT'S
CONTINUING RECORD OF THE TAX COST OF THE PARTICIPANT'S PURCHASES OF COMPANY
COMMON STOCK UNDER THE PLAN, AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES
UNTIL SUCH TIME AS THE PARTICIPANT HAS DISPOSED OF ALL SUCH SHARES. Participants
will also receive copies of the Company's annual and quarterly reports to
shareholders and proxy statements.
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Dividends
16. Will Participants be credited with dividends on shares held in their
accounts under the Plan?
On the dividend payment date, the Agent will credit the dividends
attributable to those outstanding shares held in the Plan for the Participant's
account as of the dividend record date and will reinvest such dividends.
Participants whose participation is limited to optional cash payments will
receive dividend checks on those shares registered in their name. Dividends on
all shares credited to their account under the Plan will be reinvested in
additional shares of Company Common Stock.
17. How will dividends on Plan shares be handled?
Dividends on all shares credited to a Participant's account in the Plan,
including shares purchased with reinvested dividends or optional cash payments,
will be reinvested in additional shares.
Issuance of Certificates
18. How may a Participant obtain certificates for shares purchased under
the Plan?
A Participant may obtain certificates for any number of whole shares in the
Participant's Plan account at any time by notifying the Agent to that effect in
writing or by telephone (and providing his or her pin number). (See Question
12.) Certificates for whole shares of stock will be issued to the Participant,
but in no event will certificates for fractional shares be issued. Any shares
remaining in the Participant's account will continue to be credited to that
account, and dividends paid with respect thereto will be reinvested in
additional shares, until participation in the Plan is terminated. (See Question
26 for information on termination of participation and liquidation of fractional
shares.)
19. What happens to a Participant's Plan account if all certificates held
by the Participant are transferred or sold?
If the Participant disposes of all certificates representing shares of the
Common Stock held by the Participant in the Participant's own name, the Agent
will continue to reinvest the dividends on the shares held in the Plan account
until participation in the Plan is terminated.
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Safekeeping Service
20. Can Participants deposit their registered shares with the Plan?
A Participant may deposit any Common Stock certificates in his or her
possession and registered in his or her name with the Agent for safekeeping.
Shares deposited for safekeeping will be transferred into the name of the Agent,
as agent for Participants in the Plan, and credited to the Participant's account
under the Plan. Thereafter, the shares will be treated in the same manner as
shares purchased through the Plan. This service eliminates the need for
safekeeping by the Participant to protect against loss, theft or destruction of
stock certificates with respect to the shares credited to the Participant's
account. Dividends on all Plan shares held for a Participant by the Agent will
be reinvested.
21. What are the advantages of using the depositary service of the Plan?
The Plan's depositary service for the safekeeping of stock certificates
offers two significant advantages. First, the risk associated with loss of stock
certificates is eliminated. If a stock certificate is lost, stolen or destroyed,
no transfer or sale of the shares may take place until a replacement certificate
is obtained. This procedure is not always simple and usually results in costs
and paperwork to the shareholder, to the Company and to the Company's transfer
agent. Second, because shares deposited with the Plan for safekeeping are
treated in the same manner as shares purchased through the Plan, they may be
sold through the Plan in a convenient and efficient manner.
How to Sell or Transfer Shares
22. How may Participants sell the Common Stock under the Plan?
Participants may request that the Agent sell any or all of the shares held
for the Participant by submitting the tear-off stub on the account statement or
by calling the Agent and providing the Participant's pin number. (See Question
12.) The Agent will aggregate all shares for which requests to sell were
received from Participants and then will complete the sale of such shares in the
open market. Shares are expected to be sold weekly, but depending on volume may
be sold more frequently. The Participant will receive the proceeds of the sale
less any brokerage commission as soon as practicable after the settlement date
for the applicable sale.
23. May a Participant transfer all or a part of the Participant's Plan
shares to another person?
Yes. If a Participant wishes to transfer ownership of all or part of the
shares of Common Stock in his or her account through gift, private sale or
otherwise, the Participant may effect transfer by mailing to the Agent at the
address in Question 3 a properly executed stock assignment along with a letter
giving specific instructions regarding the
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transfer and both an Authorization Form and a Form W-9 (Certification of
Taxpayer Identification Number) completed by the transferee. Requests for
transfer of such shares are subject to the same requirements as the transfer of
Common Stock certificates, including the requirement of a Medallion signature
guarantee on the stock assignment. Brokerage firms and banks generally can
provide the Medallion signature guarantee. The Agent will provide the
appropriate forms upon request. Any shares so transferred will be withdrawn from
the Participant's account, and the Participant's account statement will show the
number of shares withdrawn.
A Participant may also transfer all or a portion of the shares of Common
Stock in his or her Plan account into an account established for another person
within the Plan. In order to effect such a "book-to-book" transfer, the
transferee must complete an Authorization Form to open a new account within the
Plan. (See Question 5.) The Authorization Form should be sent to the Agent along
with a written request to effect the "book-to-book" transfer indicating the
number of shares to be transferred to the new account. The written request must
be signed by all Participants listed on a current Plan account, with a Medallion
guarantee of their signatures. Unless otherwise indicated in the Authorization
Form, the new account will provide for "Full Dividend Reinvestment." (See
Question 6.) A Participant may contact the Agent at 1-800-783-4893 to obtain
additional information and required forms to effect a "book-to-book" transfer.
24. When shares in the Plan are transferred to another person who wishes
to become a Participant in the Plan, will the Agent issue a stock
certificate to the transferee?
No. The Agent will retain such shares. An account in the Plan will be
opened in the name of the person to whom such shares are transferred, although a
signed Authorization Form will be required before the transfer can be effected.
25. How will a transferee be advised of the transfer?
After the transfer has been made, a transferee of shares from a Participant
will receive a statement showing the number of shares transferred to and held in
the transferee's Plan account.
Termination by a Participant
26. How does a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan prior to any dividend
payment date by giving written notice of termination, signed by all persons for
whom the account is carried, to the Agent or by calling the Agent and providing
his or her pin number. (See Question 12.) Any notice received too late to
process before the payment date will not become effective until after dividends
paid on such payment date have been
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credited to the Participant's account and invested as provided in the Plan.
After termination, all dividends will be paid to the Participant in cash.
In requesting termination, a Participant may elect to receive either Common
Stock or cash for all of the full shares in the Participant's account. If the
Participant elects cash, the Agent will sell such Common Stock and send proceeds
to the Participant, net of any applicable brokerage commission. If no election
is made in the request for termination, a certificate for the total number of
whole shares held in the account will be issued to the Participant. In every
case of termination, the Participant's interest in fractional shares will be
adjusted in cash based on the market price of Company Common Stock on the date
the termination becomes effective as determined by the Agent and uninvested
voluntary cash contributions credited to the Participant's account will be
distributed in cash.
Other Information
27. What happens if the Company issues a stock dividend or declares a
stock split?
Any stock dividend or shares resulting from stock splits with respect to
shares, both full and fractional, credited to Participants' accounts will be
added to their accounts. Stock dividends or stock splits distributed on shares
of Common Stock registered in the name of the Participant will be mailed
directly to the Participant in the same manner as to shareholders who are not
participating in the Plan.
28. How will a Participant's Plan shares be voted at a meeting of
shareholders?
All shares credited to an account under the Plan will be voted as directed.
If on the record date for a meeting of shareholders there are shares credited to
an account under the Plan, proxy material will be sent for such meeting. When an
executed proxy is returned in a timely manner, it will be voted with respect to
all shares credited to the Participant's account under the Plan (including any
fractional share). Participants may instead vote all of such shares in person at
the shareholders' meeting.
29. What is the responsibility of the Company under the Plan?
Neither the Company nor the Agent administering the Plan will be liable for
any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receiving notice of
death.
The Participant should recognize that neither the Company nor the Agent can
provide any assurance of a profit or protection against loss on any shares
purchased under the Plan.
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30. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at any
time. It also reserves the sole right to make modifications to the Plan without
the necessity of Participants' approval. Participants will be notified of any
suspension, termination or modification.
FEDERAL INCOME TAX CONSEQUENCES
Dividends, even though reinvested and not actually received by the
Participant, are taxable just as though they had been received directly by the
Participant. If shares of Company Common Stock are purchased on the open market
with reinvested dividends, a Participant will be treated for Federal income tax
purposes as having received a dividend distribution equal in amount to the cash
dividend used to purchase such shares and to have paid the allocable portion of
related brokerage commissions. Such dividend distribution will be reported on
the Participant's year-end Form 1099-DIV. A Participant's tax basis of shares so
purchased will equal the amount treated as a dividend distribution.
If shares of Company Common Stock are purchased directly from the Company
with reinvested dividends, a Participant will be treated for Federal income tax
purposes as having received a dividend distribution equal in amount to the fair
market value of the purchased shares on the dividend Payment Date, including
fractional shares, purchased for the Participant. Such dividend distributions
will be reported on the Participant's year-end Form 1099-DIV. A Participant's
tax basis of the shares so purchased will be equal to the amount treated as a
dividend distribution to the Participant.
A Participant who purchases shares of Company Common Stock with voluntary
cash payments will not recognize any taxable income upon such purchase. The tax
basis of such shares will be the amount of the voluntary cash payment.
A Participant's holding period for shares of Common Stock acquired pursuant
to the Plan generally begins on the day following the date the shares are
credited to the Participant's account.
Each statement of account will show the amount of dividends paid and
reinvested, shares purchased, as well as the price per share to be used in
determining the cost basis of the Common Stock purchased with reinvested
dividends and/or cash payments pursuant to the stock purchase provision of the
Plan.
A Participant will not realize any taxable income when the Participant
receives certificates for whole shares credited to the Participant's account
under the Plan, either upon request for certificates for certain of these
shares, or upon termination of participation or termination of the Plan by the
Company. However, gain or loss may be realized by the Participant when whole
shares are sold, either by the Agent pursuant to the Partici-
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pant's request when the Participant terminates participation in the Plan or by
the Participant after withdrawal or termination. In addition, a Participant who
receives, upon termination of participation or termination of the Plan by the
Company, a cash adjustment for a fraction of a share credited to the
Participant's account may realize a gain or loss with respect to such fraction.
The amount of any such gain or loss would be the difference between the amount
which the Participant receives for a fractional share and the Participant's cost
basis therefor.
This description of Federal income tax consequences of participating in the
Plan is only a summary and is not intended to be a complete description of all
tax consequences of participating in the Plan. Eligible shareholders should
consult their tax advisors as to the Federal income tax consequences of Plan
participation in their particular situations, as to rules applicable in special
circumstances, such as death of a Participant or gift of shares held under the
Plan or other tax consequences, and as to the tax consequences of Plan
participation under applicable state, local or foreign income tax laws.
USE OF PROCEEDS
The Company has no basis for estimating the number of shares of Common
Stock that ultimately will be purchased from the Company pursuant to the Plan or
the prices at which such shares will be sold. The net proceeds from the sale of
any shares of authorized and unissued stock or treasury stock sold pursuant to
the Plan will be added to the general funds of the Company and used for general
corporate purposes. The Company will receive no proceeds from shares purchased
on the open market pursuant to the Plan.
EXPERTS
The balance sheets of NCE as of December 31, 1996 and 1995, included in
NCE'S Annual Report on Form 10-K for the year ended December 31, 1996, which
statements are incorporated by reference in this registration statement, the
consolidated balance sheets of PSCo and its subsidiaries as of December 31, 1996
and 1995, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1996, and the related financial statement schedule, included in PSCo's
Annual Report on Form 10-K for the year ended December 31, 1996, which
statements and schedule are incorporated by reference in this registration
statement, and the balance sheet of NCE as of October 31, 1995, which statement
is included in the NCE Joint Proxy Statement/Prospectus and Registration
Statement on Form S-4, which statement is incorporated by reference in this
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as set forth in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
With respect to the unaudited consolidated condensed interim financial
information of PSCo and its subsidiaries for the quarter ended March 31, 1997,
included in
-15-
<PAGE>
its Form 10-Q, which information is incorporated by reference in this
registration statement, the unaudited interim financial information of NCE for
the quarter ended March 31, 1997, included in its Form 10-Q, which information
is incorporated by reference in this registration statement and the unaudited
condensed consolidated interim financial information of SPS and its subsidiaries
for the quarter ended March 31, 1997, included in its Form 10-Q, which
information is incorporated by reference in this registration statement, Arthur
Andersen LLP has applied limited procedures in accordance with professional
standards for a review of that information. However, their separate reports
thereon state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance on their
reports on that information should be restricted in light of the limited nature
of the review procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited interim financial information because those
reports are not a "report" or a "part" of the Registration Statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the Act.
The consolidated financial statements of SPS incorporated in this
prospectus by reference from SPS's Annual Report on Form 10-K for the year ended
August 31, 1996 have been audited by Deloitte & Touche LLP, independent
certified public accountants ("Deloitte & Touche") , as stated in their report,
which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
With respect to the unaudited interim financial information included in
SPS's Quarterly Reports on Form 10-Q for the quarters ended November 30, 1996
and February 28, 1997 that are incorporated herein by reference, Deloitte &
Touche applied limited procedures in accordance with professional standards for
reviews of such information. As stated in their reports that are included in
SPS's Quarterly Reports on Form 10-Q for the quarters ended November 30, 1996
and February 28, 1997 that are incorporated by reference herein, they did not
audit and they did not express an opinion on such interim financial information.
Accordingly, the degree of reliance of any of their reports on such information
should be restricted in light of the limited nature of the review procedures
applied. Deloitte & Touche are not subject to the liability provisions of
Section 11 of the Securities Act for any of their reports on such unaudited
interim financial information because those reports are not "reports" or a
"part" of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Securities Act.
LEGAL OPINIONS
The legality of the shares of Common Stock offered hereby has been passed
upon for the Company by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York.
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<PAGE>
AVAILABLE INFORMATION
New Century Energies, Inc. is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, will file with the Securities and Exchange Commission ("SEC")
reports, proxy statements, and other information, which are available for
inspection and copying at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. (The Commission
maintains a site on the World Wide Web containing reports, proxy materials,
information statements and other items. The address is http://www.sec.gov.)
Copies of such material can be obtained from the SEC's Public Reference Room,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Copies of
such material also can be inspected at the office of the New York Stock
Exchange, Inc. (the "NYSE").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner of shares of the Company to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy (without exhibits, except those specifically incorporated by reference)
of any and all of the documents referred to below which have been or may be
incorporated in this Prospectus by reference. Requests for such documents should
be directed to Corporate Secretary, New Century Energies, Inc., 1225 17th
Street, Denver, Colorado 80202 (Tel: (303) 571-7511).
The following documents, previously filed with the SEC pursuant to the
Exchange Act, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 33-64951);
2. The description of the Company's Common Stock contained in the
Joint Proxy Statement/Prospectus and Registration Statement on Form S-4 of
the Company (File No. 33-64951);
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (File No. 33-64951);
4. PSCo's Annual Report on Form 10-K and Amendment to Annual Report on
Form 10-K/A for the year ended December 31, 1996 (File No. 1-3280);
5. PSCo's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 (File No. 1-3280);
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<PAGE>
6. PSCo's Current Reports on Form 8-K dated February 24, 1997 and
April 1, 1997;
7. SPS's Annual Report on Form 10-K for the year ended August 31, 1996
(File No. 1-3789);
8. SPS's Quarterly Reports on Form 10-Q for the quarters ended
November 30, 1996, February 28, 1997 and March 31, 1997 (File No. 1-3789);
and
9. SPS's Current Reports on Form 8-K dated October 11, 1996, February
7, 1997, February 24, 1997 and April 22, 1997 (File No. 1-3789).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the securities offered hereby, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
============================================================= =========================================================
No person has been authorized to give any information or
to make any representation not contained in this Prospectus
and, if given or made, such information or representation
must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities NEW CENTURY ENERGIES, INC.
other than the securities offered hereby or any of the
securities offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implica-
tion that there has been no change in the affairs of the
Company since the date hereof. Dividend Reinvestment and
Cash Payment Plan
TABLE OF CONTENTS
Page
Description of the Plan..................... 3
Purpose................................. 3
Advantages.............................. 3 _____________________
Administration.......................... 4
Participation........................... 5 PROSPECTUS
Costs................................... 7 _____________________
Source of Shares........................ 7
Purchases............................... 7
Optional Cash Payments.................. 9
Reports to Participants................. 9
Dividends............................... 10
Issuance of Certificates................ 10
Safekeeping Service..................... 11
How to Sell or Transfer Shares......... 11
Termination by a Participant............ 12
Other Information....................... 13
Federal Income Tax Consequences............. 14
Use of Proceeds............................. 15
Experts..................................... 15
Legal Opinions.............................. 16
Available Information....................... 17
Incorporation of Certain
Documents by Reference.................. 17
Dated: June 6, 1997
============================================================= =========================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection with
the offering described in this Registration Statement:
Securities and Exchange Commission
Registration Fee......................... $121,591
Printing Registration Statement,
Prospectus and Other Documents........... 15,000
Legal Fees and Expenses, Blue Sky
Fees and Expenses, and Services
of Independent Auditors..................
Stock Exchange Listing Fees.................. 8,750
Miscellaneous Expenses....................... 4,659
--------
Total................................. $200,000
--------
Item 15. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law (the "Delaware Act")
permits corporations organized thereunder to indemnify directors, officers,
employees and agents against liability under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Company Charter") provides
for indemnification of directors, officers, employees and agents to the full
extent provided by the Delaware Act. The Company Charter states that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of itself and any director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the Delaware Act. Pursuant to Section
145(g) of the Delaware Act and the Company Charter, the Company maintains
directors' and officers' liability insurance coverage. The Company may also
enter into an indemnity agreement with any director, officer, employee or agent
of the Company or another corporation, partnership, joint venture, trust or
other enterprise, as long as the provisions of the agreement are not
impermissible under applicable law.
As permitted by Section 102(a) of the Delaware Act, the Company Charter
provides that no director shall be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for
II-1
<PAGE>
any breach of the directors' duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware Act (relating to certain unlawful distributions to shareholders) or
(iv) for any transaction from which the director derived an improper personal
benefit.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of this Registration
Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
II-2
<PAGE>
2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
shares of Company Common Stock which remain unsold at the termination of this
offering.
4. That, for purposes of determining liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on May 31, 1997.
NEW CENTURY ENERGIES, INC.
By /s/ Bill D. Helton
----------------------------------
Name: Bill D. Helton
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- - --------- ----- ----
/s/ Bill D. Helton Chairman of the Board and May 31, 1997
- - -------------------------- Chief Executive Officer
Name: Bill D. Helton (Principal Executive Officer)
/s/ Wayne H. Brunetti Vice Chairman of the Board, May 31, 1997
- - -------------------------- President, Chief Operating
Name: Wayne H. Brunetti Officer and Director
/s/ Richard C. Kelly Executive Vice President and May 31, 1997
- - -------------------------- Chief Financial Officer
Name: Richard C. Kelly (Principal Financial Officer and
Principal Accounting Officer)
/s/ C. Coney Burgess Director May 31, 1997
- - --------------------------
Name: C. Coney Burgess
/s/ Danny H. Conklin Director May 31, 1997
- - --------------------------
Name: Danny H. Conklin
II-4
<PAGE>
/s/ Giles M. Forbess Director May 31, 1997
- - --------------------------
Name: Giles M. Forbess
/s/ Gayle L. Greer Director May 31, 1997
- - --------------------------
Name: Gayle L. Greer
/s/ R. R. Hemminghaus Director May 31, 1997
- - --------------------------
Name: R. R. Hemminghaus
/s/ A. Barry Hirschfeld Director May 31, 1997
- - --------------------------
Name: A. Barry Hirschfeld
/s/ J. Howard Mock Director May 31, 1997
- - --------------------------
Name: J. Howard Mock
/s/ Will F. Nicholson, Jr. Director May 31, 1997
- - --------------------------
Name: Will F. Nicholson, Jr.
/s/ J. Michael Powers Director May 31, 1997
- - --------------------------
Name: J. Michael Powers
/s/ Rodney E. Slifer Director May 31, 1997
- - --------------------------
Name: Rodney E. Slifer
/s/ W. Thomas Stephens Director May 31, 1997
- - --------------------------
Name: W. Thomas Stephens
/s/ Robert G. Tointon Director May 31, 1997
- - --------------------------
Name: Robert G. Tointon
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- - ------ -------
4(a) Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Annex VIII to Joint Proxy
Statement/Prospectus and Registration Statement on Form S-4
(File No. 33-64951)).
4(b) Restated Bylaws (incorporated by reference to Annex IX to Joint Proxy
Statement/Prospectus and Registration Statement on Form S-4 (File
No. 33-64951)).
5 Opinion of Counsel for the Registrant.
15(a) Letter of Arthur Andersen LLP on Unaudited Financial Information of
the Company.
15(b) Letter of Arthur Andersen LLP on Unaudited Financial Information of
PSCo.
15(c) Letter of Deloitte & Touche LLP on Unaudited Financial Information
of SPS.
15(d) Letter of Arthur Andersen LLP on Unaudited Financial Information of
SPS.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Deloitte & Touche LLP.
23(c) Consent of Counsel for the Registrant (included in Exhibit 5).
II-6
EXHIBIT 5
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
June 6, 1997
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
Re: New Century Energies, Inc.
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for New Century Energies, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to
10,000,000 shares of Common Stock, $1.00 par value (the "Common Stock"), of the
Company which are issuable under the Dividend Reinvestment and Cash Payment Plan
of the Company (the "Plan").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such other documents, certificates and corporate or other records as
we have deemed necessary or appropriate as a basis for the opinion set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such copies.
We advise you that, in our opinion, upon the issuance of Common Stock in
accordance with the terms of the Plan and receipt by the Company of the
consideration for the shares of Common Stock in accordance with the terms of the
Plan, the shares of Common Stock so issued will be legally issued, fully paid
and non-assessable.
<PAGE>
-2-
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
EXHIBIT 15(a)
LETTER ON UNAUDITED FINANCIAL INFORMATION
June 6, 1997
New Century Energies, Inc.:
We are aware that New Century Energies, Inc. has incorporated by reference in
this Registration Statement (Form S-3) pertaining to the registration of New
Century Energies, Inc. common stock for the Dividend Reinvestment and Cash
Payment Plan, its Form 10-Q for the quarter ended March 31, 1997, which includes
our report dated May 12, 1997, covering the unaudited financial statements
contained therein. Pursuant to Regulation C of the Securities Act of 1933, that
report is not considered a part of the Registration Statement prepared or
certified by our Firm or a report prepared or certified by our Firm within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
EXHIBIT 15(b)
LETTER ON UNAUDITED FINANCIAL INFORMATION
June 6, 1997
Public Service Company of Colorado:
We are aware that Public Service Company of Colorado has incorporated by
reference in this Registration Statement (Form S-3) pertaining to the
registration of New Century Energies, Inc. common stock for the Dividend
Reinvestment and Cash Payment Plan, its Form 10-Q for the quarter ended March
31, 1997, which includes our report dated May 12, 1997, covering the unaudited
consolidated condensed financial statements contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that report is not considered a part
of the Registration Statement prepared or certified by our Firm or a report
prepared or certified by our Firm within the meaning of Sections 7 and 11 of the
Act.
Very truly yours,
/s/ Arthur Andersen LLP
EXHIBIT 15(c)
LETTER ON UNAUDITED FINANCIAL INFORMATION
New Century Energies, Inc.:
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited condensed consolidated
interim financial information of Southwestern Public Service Company for the
periods ended November 30, 1996 and 1995, and February 28, 1997 and February 29,
1996, as indicated in our reports dated January 10, 1997, and April 11, 1997,
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended November 30, 1996, and
February 28, 1997, respectively, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or reports prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the Act.
/s/ Deloitte & Touche LLP
Dallas, Texas
June 6, 1997
EXHIBIT 15(d)
LETTER ON UNAUDITED FINANCIAL INFORMATION
June 6, 1997
Southwestern Public Service Company:
We are aware that Southwestern Public Service Company has incorporated by
reference in this Registration Statement (Form S-3) pertaining to the
registration of New Century Energies, Inc. common stock for the Dividend
Reinvestment and Cash Payment Plan, its Form 10-Q for the quarter ended March
31, 1997, which includes our report dated June 5, 1997, covering the unaudited
condensed consolidated financial statements contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that report is not considered a part
of the Registration Statement prepared or certified by our Firm or a report
prepared or certified by our Firm within the meaning of Sections 7 and 11 of the
Act.
Very truly yours,
/s/ Arthur Andersen LLP
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 6, 1997,
included in the New Century Energies, Inc. Form 10-K for the year ended December
31, 1996, our report dated February 24, 1997, included in Public Service Company
of Colorado's Form 10-K for the year ended December 31, 1996, and to the use in
this registration statement of our report dated December 11, 1995, included in
the NCE Joint Proxy Statement/Prospectus and Registration Statement on Form S-4,
covering the balance sheet of New Century Energies, Inc. as of October 31, 1995,
and to all references to our Firm included in this registration statement.
Denver, Colorado /s/ Arthur Andersen LLP
June 6, 1997
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New Century Energies, Inc. on Form S-3 of our report dated October 10, 1996,
appearing in the Annual Report on Form 10-K of Southwestern Public Service
Company for the year ended August 31, 1996, and to the reference to us as
experts.
/s/ Deloitte & Touche LLP
Dallas, Texas
June 6, 1997
