NEW CENTURY ENERGIES INC
8-K, 1997-09-26
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported) July 2, 1997


                           NEW CENTURY ENERGIES, INC.
                   ----------------------------------------
              (Exact Name of Registrant as Specified in Charter)


                                    Delaware
                             --------------------
                          (State or Other Jurisdiction
                                of Incorporation)


               1-12927                                 84-1334327
          ----------------                          -----------------
        (Commission File No.)                         (IRS Employer
                                                   Identification No.)


      1225 Seventeenth Street, Denver,  Colorado          80202
      ---------------------------------------------------------------------
      (Address of Principal Executive Offices)         (Zip Code)


      Registrant's telephone number, including area code(303)  571-7511


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<PAGE>



ITEM 5.  OTHER EVENTS

1.  Post-Merger Financial Information

      On August 1,  1997,  Public  Service  Company  of  Colorado  ("PSCo")  and
Southwestern  Public  Service  Company  ("SPS")  combined  to form  New  Century
Energies,  Inc.  ("the  Company"),  a public utility  holding  company under the
Public Utility Holding Company Act of 1935. PSCo and SPS became  subsidiaries of
the   Company.   In  order  to  satisfy   the   requirements   for  the  use  of
pooling-of-interests   method  of  accounting  for  the  business   combination,
unaudited summary financial information for the post-combination  period for the
one month ended August 31, 1997 is provided herein.

At August 31,  1997,  the  Company's  assets,  capital and  liabilities  were as
follows (in thousands):

      Assets:
      Net property, plant and equipment..............   $5,402,452
      Investments, at cost, and receivables..........      343,225
      Current assets.................................      719,315
      Deferred charges...............................      573,399
                                                         ---------
        Total assets.................................   $7,038,391
                                                        ==========

      Capital and Liabilities:
      Common equity..................................   $2,106,858
      Preferred stock of subsidiaries:
        Not subject to mandatory redemption..........      140,008
        Subject to mandatory redemption..............       39,248
      SPS obligated mandatorily redeemable preferred
        securities of subsidiary trust holding solely
        subordinated debentures of SPS ..............      100,000
      Long-term debt of subsidiaries.................    1,996,713
      Current liabilities............................    1,429,434
      Noncurrent liabilities.........................       81,973
      Deferred credits...............................    1,144,157
                                                         ---------
        Total capital and liabilities................   $7,038,391
                                                        ==========

The Company's  results of  operations  for the one month period ended August 31,
1997 are as follows (in thousands):

      Operating revenues:
        Electric.....................................   $  224,500
        Gas..........................................       35,990
        Other........................................        7,992
                                                         ---------
                                                           268,482
      Operating expenses.............................      227,691
      Other income (deductions)......................      (12,331)
      Interest charges and preferred dividends.......       21,780
                                                         ---------
      Net income.....................................   $    6,680
                                                        ==========

Through PSCo, the Company has a 50% ownership  interest in Yorkshire Power Group
Ltd.,   which  owns  100%  of  Yorkshire   Electricity   Group  plc  ("Yorkshire
Electricity").  The Company accounts for its investment using the equity method.
Unaudited  summary income  statement  information for the one month ended August
31, 1997 is as follows (in thousands):

      Operating revenues.............................   $  147,241
      Operating income...............................       15,784
      Net income.....................................          104
      Company's equity in the earnings of Yorkshire 
       Power Group Ltd ..............................           52


                                       2
<PAGE>



2.  Investment in Yorkshire Electricity

     On July 2, 1997, the United Kingdom's ("UK") Labour Party proposed a budget
that included a windfall profits tax on certain privatized business entities and
changed the UK corporate  income tax rate from 33% to 31%. The windfall  profits
tax liability for Yorkshire  Electricity is estimated to be  approximately  $222
million (135 million pounds sterling).  The tax was enacted in late July of 1997
and will be payable in two installments  with the first in December 1997 and the
second  installment a year later. The Company has completed its initial analysis
of the impact of the windfall profits tax and, during the third quarter of 1997,
recognized a charge of approximately  $111 million associated with the Company's
portion of the charge (approximately $1.06 per share). Additionally, the Company
recorded the positive impact of approximately  $10 million related to the change
in the UK corporate  income tax rate  (approximately  $0.09 per share).  The net
impact of these tax  matters is expected to reduce the  Company's  earnings  per
common share in the third quarter of 1997 by approximately $0.97 per share.




                                       3
<PAGE>


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.



                              NEW CENTURY ENERGIES, INC.

                                 /s/ Richard C. Kelly
                              --------------------------
                              Executive Vice President and CFO, Financial and
                                Support Services

Dated:      September 26, 1997





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