FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-40361
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 21, 1997)
5,900,000 Shares
New Century Energies, Inc.
Common Stock
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This Prospectus Supplement and the attached Prospectus relate to the
offering and sale of 5,900,000 Shares (the "Shares") of common stock, with par
value of one dollar ($1.00) per share (the "Common Stock"), of New Century
Energies, Inc. (the "Company"). The Shares are being sold to several
institutional investors at a purchase price of $42.75 per share, for an
aggregate purchase price of $252,225,000. The Company has retained Smith Barney
Inc. to act as its agent in connection with the sale of the Shares and has
agreed to pay a fee in the amount of $832,490 to Smith Barney Inc. It is
anticipated that the Shares will be delivered against payment therefor on
December 10, 1997.
The Common Stock of the Company is traded on the New York Stock
Exchange ("NYSE") under the NYSE symbol "NCE." On December 4, 1997, the reported
last sale price of the Common Stock, as reported on the NYSE Composite Tape, was
$44-5/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR 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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Salomon Smith Barney
December 4, 1997
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USE OF PROCEEDS
The Company intends to use a portion of the net proceeds from the sale
of the Shares to retire short-term debt. The Company's short-term debt balance
and average interest rate at December 4, 1997 were $154,000,000 and 6.23%,
respectively. The balance of the net proceeds will be used by the Company to
make a capital contribution to Public Service Company of Colorado ("PSCo"), one
of its subsidiaries. PSCo intends to use such capital contribution to retire
short-term debt. PSCo's short-term debt balance and average interest rate at
December 4, 1997 were $410,325,000 and 5.80%, respectively. To the extent that
the net proceeds from the sale of the Shares are not immediately so used, they
will be temporarily invested in short-term, interest-bearing investments.
PLAN OF DISTRIBUTION
The Shares are being offered for sale directly by the Company to a
limited number of accredited institutional investors and affiliates of such
accredited institutional investors. The price of the Shares was determined
through negotiations between the Company and prospective purchasers of the
Shares. Smith Barney Inc. has been retained to act as agent (the "Placement
Agent") for the Company in arranging sales of the Shares. The Placement Agent is
not obligated to purchase any of the Shares.
The Company has agreed to pay to the Placement Agent a fee in the
amount of $832,490 with respect to the sale of the Shares. The Company has also
agreed to indemnify the Placement Agent against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments made or required to be made by the Placement Agent with respect to such
liabilities.
The Shares will be listed on the NYSE.
LEGAL OPINIONS
Certain legal matters in connection with the Shares are being passed
upon for the Company by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York, and for the Placement Agent by
Reid & Priest LLP, New York, New York. Reid & Priest LLP represents the Company
in connection with certain matters relating to the Public Utility Holding
Company Act of 1935 and certain federal income tax matters.
<PAGE>
PROSPECTUS
9,000,000 Shares
COMMON STOCK
(par value $1.00 per share)
NEW CENTURY ENERGIES, INC.
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New Century Energies, Inc. (the "Company") intends to offer from time
to time up to 9,000,000 shares of its Common Stock, with the par value of one
dollar ($1.00) per share (the "Common Stock"). The Common Stock will be issued
in amounts, at prices and on terms to be determined at the time or times of
sale. Each share of Common Stock, including the shares offered hereby, has
associated with it one right to purchase one-hundredth of a share of the
Company's preferred stock at a stipulated price in certain circumstances
relating to changes in ownership of the Company under the Company's rights
agreement.
For each offering of the Common Stock for which this Prospectus is
being delivered, there will be an accompanying Prospectus Supplement (each, a
"Prospectus Supplement") that will set forth the initial public offering price
and the terms of offering of such Common Stock. The Common Stock may be sold by
the Company through underwriters or dealers, directly by the Company
or through
agents for offering pursuant to the terms fixed at the time of sale. See "Plan
Of Distribution" herein.
The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the NYSE symbol "NCE." The last reported sales price of the Common Stock
as reported by the NYSE Composite Tape on November 13, 1997 was $43-5/8 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR 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 November 21, 1997.
<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, files 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"), 20 Broad Street, New York, New York 10005.
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:
The Company's Annual Report on Form 10-K for the year ended December
31, 1996 (File No. 33-64951);
The description of the Company's Common Stock contained in the
Registration Statement on Form 8-B dated April 24, 1997 (as amended by Form
8-B/A dated May 9, 1997), incorporated by reference from the Joint Proxy
Statement/Prospectus and Registration Statement on Form S-4 of the Company (File
No. 33-64951);
The description of the preferred stock purchase rights associated with
each share of Common Stock contained in the Registration Statement on Form 8-A
dated June 23, 1997 of the Company;
The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997 (File No. 1-12927);
The Company's Current Reports on Form 8-K dated July 2, 1997 and
August 1, 1997 (two reports dated August 1, one reporting consummation of the
Merger (as defined herein) and containing supplemental financial statements and
the other reporting the effectiveness of the Company's rights agreement);
Public Service Company of Colorado's Annual Report on Form 10-K and
10-K/A for the year ended December 31, 1996 (File No. 1-3280);
Southwestern Public Service Company's Annual Report on Form 10-K for
the twelve months ended August 31, 1996 (File No. 1-3789);
Southwestern Public Service Company's Transition Report on Form 10-K
for the transition period from September 1, 1996 to December 31, 1996 (File No.
1-3789);
Public Service Company of Colorado's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
(File No. 1-3280);
Southwestern Public Service Company's Quarterly Reports on Form 10-Q
for the quarters ended November 30, 1996, February 28, 1997, March 31, 1997,
June 30, 1997 and September 30, 1997 (File No. 1-3789);
Public Service Company of Colorado's Current Reports on Form 8-K dated
February 24, 1997, April 1, 1997 (as amended by Form 8-K/A filed June 13, 1997)
and July 2, 1997 (two reports dated July 2) (File No. 1-3280); and
Southwestern Public Service Company's Current Reports on Form 8-K
dated February 7, 1997, February 24, 1997, April 22, 1997 and June 30, 1997
(File No. 1-3789).
All documents filed by the Company with the SEC 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 a Prospectus Supplement 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.
THE COMPANY
The Company, a Delaware corporation formed on August 21, 1995, is a
registered public utility holding company under the Public Utility Holding
Company Act of 1935, as amended. The Company, Public Service Company of Colorado
("PSCo") and Southwestern Public Service Company ("SPS") entered into an
Agreement and Plan of Reorganization 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"). The Merger became
effective on August 1, 1997. As a result of the Merger, the Company owns all of
the outstanding shares of common stock of three public utility companies, PSCo,
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.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement,
the Company intends to use the net proceeds from the sale of the Common Stock
for general corporate purposes, including to retire debt and to make capital
contributions to its subsidiaries. If the Company uses any proceeds to make a
capital contribution to a subsidiary, such subsidiary will use such proceeds to
retire debt and for general corporate purposes.
PRICE RANGE OF COMMON STOCK AND
DIVIDEND INFORMATION
Since the Merger, the shares of Common Stock of the Company have been
traded on the NYSE under the symbol "NCE". The following table sets forth the
reported high and low sale prices for the Common Stock for the periods
indicated.
Period High Low
1997
Third Quarter (from August 4, 1997)... $43-1/4 $39
Fourth Quarter (to November 13, 1997)... $43-5/8 $40-1/4
The last reported sale price for the Common Stock on the NYSE on
November 13, 1997 was $43-5/8 per share.
During the third quarter of 1997, the Board of Directors of the
Company approved a $0.58 per share dividend on the Common Stock payable to
shareholders on November 15, 1997. The Company's common stock dividend level is
dependent upon the Company's results of operations, financial position, cash
flows and other factors. The Board of Directors of the Company will continue to
evaluate the common stock dividend on a quarterly basis.
PLAN OF DISTRIBUTION
The Company may sell the Common Stock in any of three ways: (i)
directly to one or more purchasers; (ii) through agents; or (iii) through
underwriters or dealers. The Prospectus Supplement relating to each offering of
Common Stock will set forth the terms of the offering of such Common Stock,
including the name or names of any such agents, underwriters or dealers, the
purchase price of such Common Stock and the net proceeds to the Company from
such sale, any underwriting discounts and other items constituting underwriters'
compensation, the initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If underwriters are used in any sale of Common Stock, such Common
Stock will be acquired by such underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Such Common Stock may be offered to the public either
through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Unless otherwise set forth in the Prospectus
Supplement relating to a sale of Common Stock, the obligations of any
underwriter or underwriters to purchase such Common Stock will be subject to
certain conditions precedent and such underwriter or underwriters will be
obligated to purchase all of such Common Stock if any shares are purchased,
except that, in certain cases involving a default by one or more underwriters,
less than all of such Common Stock may be purchased. Only underwriters named in
a Prospectus Supplement are deemed to be underwriters in connection with the
Common Stock offered thereby.
If underwriters are used in any sale of Common Stock, the purchase
agreement in connection with such sale may provide for an option on the part of
the underwriters to purchase additional shares of such Common Stock within
thirty days of the execution of such purchase agreement, which option may be
exercised solely to cover overallotments. Any such overallotment option will be
disclosed in the Prospectus Supplement in connection with the Common Stock
offered thereby.
If an agent of the Company is used in any sale of Common Stock, such
agent will be named and any commission payable by the Company to such agent will
be set forth in the Prospectus Supplement relating to such Common Stock. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best effort basis for the period of its appointment.
The Common Stock offered hereby will be listed on the New York Stock
Exchange.
Any underwriters, dealers or agents participating in the distribution
of the Securities may be deemed to be underwriters, and any discount or
commissions received by them on the sale or resale of Securities may be deemed
to be underwriting discounts and commissions, under the Securities Act of 1933,
as amended (the "Securities Act"). Agents, underwriters and dealers may be
entitled under agreements entered into with the Company to indemnification by
the Company against certain liabilities, including liabilities under the
Securities Act. Agents and underwriters may be customers of, engaged in
transactions with, or perform services for, the Company or its affiliates in the
ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the shares of Common Stock
offered hereby are being passed upon for the Company by Cahill Gordon & Reindel
(a partnership including a professional corporation), New York, New York.
EXPERTS
The consolidated balance sheets of NCE and 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, included in NCE's Form 8-K dated August 1, 1997, which
statements are incorporated by reference in this registration statement, 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 interim financial information of NCE for
the quarters ended March 31, 1997 and June 30, 1997, and the unaudited
consolidated condensed interim financial information of NCE and subsidiaries for
the quarter ended September 30, 1997, included in its Form 10-Qs, which
information is incorporated by reference in this registration statement, the
unaudited consolidated condensed interim financial information of PSCo and its
subsidiaries for the quarters ended March 31, 1997, June 30, 1997 and September
30, 1997, included in its Form 10-Qs, which information is incorporated by
reference in this registration statement and the unaudited consolidated
condensed interim financial information of SPS and its subsidiaries for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, included in
its Form 10-Qs, 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 and from SPS's Transition Report on Form 10-K for the four
months ended December 31, 1996 have been audited by Deloitte & Touche LLP,
independent certified public accountants ("Deloitte & Touche") , as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports 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.
<PAGE>
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No person has been authorized to give any
information or to make any representations other
than those contained in this Prospectus
Supplement and the related Prospectus in
connection with the offer contained herein, and, 5,900,000 Shares
if given or made, such information or
representations must not be relied upon as having
been authorized by the Company or by the New Century Energies, Inc.
Placement Agent. This Prospectus Supplement and
related Prospectus do not constitute an offer of
any securities other than those to which it Common Stock
relates or an offer to sell, or a solicitation of
an offer to buy, those to which it relates in any
state to any person to whom it is not lawful to
make such offer in such state. The delivery of
this Prospectus Supplement and the related _________
Prospectus at any time does not imply that the
information herein is correct as of any time PROSPECTUS
subsequent to its date. SUPPLEMENT
December 4, 1997
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Salomon Smith Barney
TABLE OF CONTENTS
PROSPECTUS
Page
Available Information....................... 2
Incorporation of Certain
Documents by Reference.................. 2
The Company................................. 3
Use of Proceeds............................. 4
Price Range of Common Stock
and Dividend Information................ 4
Plan of Distribution........................ 4
Legal Opinions.............................. 5
Experts..................................... 5
PROSPECTUS SUPPLEMENT
Use of Proceeds............................. S-2
Plan of Distribution........................ S-2
Legal Opinions.............................. S-2
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