Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW CENTURY ENERGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 4931 84-1334327
(State or other (Primary Standard (I.R.S. employer
jurisdiction of Industrial identification no.)
incorporation or Classification Code
organization) Number)
1225 17th Street
Denver, Colorado 80202
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Richard C. Kelly Doyle R. Bunch II
President and Treasurer Chairman and Secretary
New Century Energies, Inc. New Century Energies,
1225 17th Street Inc.
Denver, Colorado 80202 Tyler at Sixth
(303) 571-7511 Amarillo, Texas 79101
(806) 378-2121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Gary W. Wolf, Esq. Susan A. Marshall, Esq.
Cahill Gordon & Reindel LeBoeuf, Lamb, Greene & MacRae,
80 Pine Street L.L.P.
New York, New York 10005 125 West 55th Street
New York, New York 10019
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective. The
issuance of securities shall occur when all other conditions to the merger of
PSCo Merger Corp., a Colorado corporation and a wholly owned subsidiary of the
Registrant, with and into Public Service Company of Colorado, and the merger of
SPS Merger Corp., a New Mexico corporation and a wholly owned subsidiary of the
Registrant, with and into Southwestern Public Service Company pursuant to the
Agreement and Plan of Reorganization described in the Prospectus forming a part
of the S-4 Registration Statement filed by New Century Energies, Inc. on
December 13, 1995 (File No. 33-64951), have been satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
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 statement number of the earlier
effective registration statement for the same offering. |X| File No. 33-64951
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Price Aggregate Fee(1)
Per Unit(1) Offering
Price(1)
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Common Stock, par value
$1.00 per share........ 1,500,000 $38.5625 $57,843,750 $17,529
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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 Rules 457(c) and 457(f)(1), 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 and the common stock of
Southwestern Public Service Company on April 16, 1997, in each case as
reported on the New York Stock Exchange Composite Tape.
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This registration statement is being filed with respect to the
registration of additional securities for an offering pursuant to Rule 462(b)(3)
under the Securities Act of 1933, as amended. The contents of the earlier
effective registration statement (File No. 33-64951) are incorporated in this
registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Denver, State of Colorado, on April 18, 1997.
NEW CENTURY ENERGIES, INC.
By: /s/ Doyle R. Bunch II
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Doyle R. Bunch II
Chairman and Secretary
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 Date
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/s/ Doyle R. Bunch II April 18, 1997
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Chairman, Secretary and Director
(principal executive officer)
/s/ Richard C. Kelly April 18, 1997
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President, Treasurer and Director
(principal accounting and financial officer)
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EXHIBIT INDEX
Exhibit Description of Document
Number
5(a) Opinion re Legality of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
5(b) Opinion re Legality of Cahill Gordon & Reindel.
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5(a)).
23(b) Consent of Cahill Gordon & Reindel (included in Exhibit 5(b)).
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Exhibit 5(a)
LeBoeuf, Lamb, Greene & MacRae
L.L.P.
A Limited Liability Partnership
Including Professional Corporations
125 West 55th Street
New York, NY 10019-5389
April 18, 1997
Public Service Company of Colorado
1225 Seventeenth Street
Denver, Colorado 80202
New Century Energies, Inc.
1225 Seventeenth Street
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel to Public Service Company of Colorado, a
Colorado corporation ("PSCo"), and New Century Energies, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement (the "Registration Statement") on Form S-4 under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to the
registration of 1,500,000 additional shares of Common Stock, par value $1 per
share, of the Company (the "Shares") for an offering pursuant to Rule 462(b)
under the Act. The earlier effective registration statement for the same
offering (the "Original Registration Statement") is contained in File No.
33-64951.
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such
instruments, certificates, records and documents, and have reviewed such
questions of law, as we have deemed necessary or appropriate for purposes of
this opinion. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted as copies and
the authenticity of the originals of such latter documents. As to any facts
material to our opinion, we have relied upon the aforesaid instruments,
certificates, records and documents and inquiries of Company and PSCo
representatives.
Based upon the foregoing examination, we are of the opinion that the
Shares to be issued by the Company have been duly authorized and, when issued in
the manner contemplated by the Original Registration Statement (including the
declaration and maintenance of the effectiveness of the Registration Statement
and the obtaining and maintenance of all requisite regulatory and other
approvals), will be validly issued, fully paid and nonassessable.
We are, in this opinion, opining only on the law of the State of
Colorado, the corporate law of the State of Delaware and the federal law of the
United States. We are not opining on "blue sky" or other state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" therein and in the related prospectus, and in any supplements thereto
or amendments thereof. Our consent to such reference does not constitute a
consent under Section 7 of the Act, and in consenting to such reference we have
not certified any part of the Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
under the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
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Exhibit 5(b)
[OPINION OF CAHILL GORDON & REINDEL]
April 18, 1997
(212) 701-3000
Southwestern Public Service Company
SPS Tower, Tyler at Sixth
Amarillo, Texas 79101
New Century Energies, Inc.
1225 Seventeenth Street
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel to Southwestern Public Service Company, a
New Mexico corporation, and New Century Energies, Inc., a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-4 (File No. 33-64951) under the Securities Act of 1933, as amended (the
"Act"), relating to the registration of shares of common stock, par value $1 per
share, of the Company (the "Common Stock") and a Registration Statement on Form
S-4 (the "Registration Statement") pursuant to Rule 462(b) under the Act
relating to the registration of 1,500,000 additional shares of Common Stock (the
"Shares").
We are of the opinion that the Shares to be issued by the Company
have been duly authorized and, when issued in the manner contemplated by the
Registration Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and related prospectus. Our consent to such reference
does not constitute a consent under Section 7 of the Act, and in consenting to
such reference we have not certified any part of the Registration Statement and
do not otherwise come within the categories of persons whose consent is required
under Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel
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