Form 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
New Century Energies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1334327
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1225 Seventeenth Street, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock, $1.00 par value
(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. General Information.
(a) New Century Energies, Inc. (the "Registrant" or "NCE") was
organized as a corporation under the laws of the State of Delaware on
August 21, 1995.
(b) The Registrant's fiscal year ends on December 31 of each year.
Item 2. Transaction of Succession.
(a) The predecessors of NCE were Public Service Company of Colorado, a
Colorado corporation ("PSCo") and Southwestern Public Service Company, a New
Mexico corporation ("SPS"). The Common Stock, $5.00 par value, of PSCo was
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 at
the time of succession. The Common Stock of SPS, par value $1.00, was registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934 at the time of
succession.
(b) At the PSCo Special Meeting (the "PSCo Meeting"), held on January 31,
1996, and the SPS Annual Meeting (the "SPS Meeting"), held on January 31, 1996,
shareholders of PSCo and SPS, respectively, approved an Agreement and Plan of
Reorganization dated as of August 22, 1995, as amended (the "Merger Agreement"),
among PSCo, SPS and the Registrant and the plans and agreements of merger
contained therein, pursuant to which, among other things, (i) PSCo Merger Corp.,
a wholly-owned subsidiary of the Registrant, will be merged with and into PSCo
with PSCo to be the surviving corporation (the "PSCo Merger"); (ii) SPS Merger
Corp., a wholly-owned subsidiary of the Registrant, will be merged with and into
SPS, with SPS to be the surviving corporation (the "SPS Merger"); and (iii) PSCo
and SPS will become wholly-owned subsidiaries of the Registrant. The PSCo Merger
and the SPS Merger are hereinafter referred to as the "Mergers."
Upon consummation of the Mergers, pursuant to the Merger Agreement:
Each issued and outstanding share of PSCo common stock,
together with the associated right (the "PSCo Right") (the PSCo
common stock and the PSCo Right are hereinafter referred to
collectively as the "PSCo Common Stock") to purchase share of PSCo
Common Stock pursuant to the terms of the Rights Agreement between
PSCo and Mellon Bank, N.A., as Rights Agent thereunder, dated as of
February 26, 1991, as amended (the "PSCo Rights Agreement") (other
than any shares of PSCo Common Stock (i) owned by PSCo, any
subsidiary of PSCo, SPS or any subsidiary of SPS, all of which will
be cancelled without consideration and will cease to exist or (ii)
held by holders of PSCo Common Stock who dissent in compliance with
all applicable provisions of the Colorado Business Corporation Act),
will be converted into the right to receive one share of New Century
common stock, par value $1.00 per share.
Each issued and outstanding share of SPS common stock,
together with the associated right (the "SPS Right") (the SPS common
stock and the SPS Right are hereinafter referred to collectively as
the "SPS Common Stock") to purchase shares of SPS Common Stock
pursuant to the terms of the Rights Agreement between SPS and
Society National Bank, successor to Ameritrust Company National
Association, as Rights Agent thereunder, dated as of July 23, 1991,
as amended (the "SPS Rights Agreement") (other than any shares of
SPS Common Stock (i) owned by SPS, any subsidiary of SPS, PSCo or
any subsidiary of PSCo, all of which will be cancelled without
consideration and will cease to exist or (ii) held by holders of SPS
Common Stock who dissent in compliance with all applicable
provisions of the New Mexico Business Corporation Act), will be
converted into the right to receive 0.95 of one share of New Century
Common Stock.
In addition, upon consummation of the Mergers, pursuant to the
Merger Agreement:
All shares of capital stock of the Registrant issued and
outstanding immediately prior to the Mergers will be cancelled
without consideration and will cease to exist.
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A more complete description of the Mergers is contained in the Joint Proxy
Statement dated December 13, 1995, for the Special Meeting of Shareholders of
Public Service Company of Colorado held on January 31, 1996 and the Annual
Meeting of Shareholders of Southwestern Public Service Company held on January
31, 1996. A copy of the Joint Proxy Statement is filed as Exhibit 99 to this
registration statement.
Item 3. Securities to be Registered.
The Registrant is authorized to issue 260 million shares of Common Stock, of
which 200 shares were issued and outstanding as of April 15, 1997. No shares are
held by or for the account of Registrant. It is anticipated that up to
106,794,443 shares of Common Stock will be issued in the Merger.
Item 4. Description of Registrant's Securities to be Registered.
A description of the Registrant's Common Stock is contained in the
Registrant's Form S-4, File No. 33-64951.
Item 5. Financial Statements and Exhibits.
List below all financial statements and exhibits, if any, required to be
filed as a part of the application or statement.
(a) Financial Statements
Audited financial statements for Registrant's fiscal year ended
December 31, 1996/(1)/
(b) Exhibits.
2 Agreement and Plan of Reorganization dated as
of August 22, 1995, as amended, among Public Service
Company of Colorado, Southwestern Public Service Company
and New Century Energies, Inc./(2)/
3.1 Registrant's Restated Certificate of
Incorporation/(1)/
3.2 Registrant's By-laws/(2)/
10.1 Employment Agreement of Bill D. Helton/(2)/
10.2 Employment Agreement of Wayne H. Brunetti/(2)/
99 Joint Proxy Statement dated December 13, 1995, for
the Shareholders of Public Service Company of Colorado held on
January 31, 1996 and Annual Meeting of Shareholders of
Southwestern Public Service Company held on January 31, 1996
(the "Proxy Statement")./(2)/
[1] Included in Registrant's Form 10-K filed February 12, 1997.
[2] Filed with Form S-4, File No. 33-64951.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
New Century Energies, Inc.
By: /s/R. C. Kelly
R. C. Kelly
President and Treasurer
Dated: April 24, 1997
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