<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5B
REGISTRATION STATEMENT
Filed Pursuant to Section 5 of the
Public Utility Holding Company Act of 1935
New Century Energies, Inc.
--------------------------
Name of Registrant
Name, Title and Address of Officer to whom Notices
and Correspondence concerning this Statement
should be Addressed
Teresa S. Madden
Controller and Corporate Secretary
New Century Energies, Inc.
1225 Seventeenth Street
Denver, CO 80202
<PAGE>
Glossary of Defined Terms
---------------------------
When used herein, the following terms shall have the meanings set forth below:
<TABLE>
<S> <C>
Act Public Utility Holding Company Act of 1935, as amended
1480 Welton 1480 Welton, Inc.
Cheyenne Cheyenne Light, Fuel and Power Company
e prime e prime, inc.
EWG Exempt wholesale generator as defined in Section 32 of the Act
FERC Federal Energy Regulatory Commission
FUCO Foreign utility company as defined in Section 33 of the Act.
Fuelco Fuel Resources Development Co., a dissolved Colorado corporation
Merger The business combination between PSCo and SPS
Merger U-1 The Form U-1 Application/Declaration filed by NCE in File No. 70-8787, as amended
Natural Fuels Natural Fuels Corporation
NCE New Century Energies, Inc.
NCI New Century International, Inc.
NCS New Century Services, Inc.
NC Enterprises NC Enterprises, Inc.
PSCCC PS Colorado Credit Corporation
PSCo Public Service Company of Colorado
PSR PSR Investments, Inc.
Quixx Quixx Corporation
SPS Southwestern Public Service Company
UE Utility Engineering Corporation
WGI WestGas Interstate, Inc.
</TABLE>
2
<PAGE>
REGISTRATION STATEMENT
The undersigned holding company hereby submits its registration statement
to the Commission pursuant to Section 5 of the Act.
1. Exact name of registrant: New Century Energies, Inc.
2. Address of principal executive offices: 1225 Seventeenth Street, Denver,
Colorado 80202
3. Name and address of chief accounting officer:
Teresa S. Madden
Controller and Corporate Secretary
New Century Energies, Inc.
1225 Seventeenth Street
Denver, CO 80202
4. Certain information as to the registrant and each subsidiary company
thereof:
<TABLE>
COL. A COL. B COL. C COL. D COL. E
DATE OF TYPE OF
NAME OF COMPANY ORGANIZATION STATE INCORPORATION BUSINESS
--------------- ------------ ----- ------------- --------
<S> <C> <C> <C> <C>
New Century Energies, Inc. Corporation DE August 21, 1995 Holding company
Public Service Company of Colorado Corporation CO September 3, 1924 Electric and gas utility
1480 Welton, Inc. Corporation CO April 11, 1958 Utility real estate
P.S.R. Investments, Inc. Corporation CO December 17, 1985 Employee life insurance
Green and Clear Lakes Company Corporation NY November 13, 1886 Hydroelectric water storage
Fuel Resources Development Co. Corporation(1) CO December 11, 1970 Natural gas exploration
Baugh Lateral Ditch Company Corporation CO February 21, 1914 Ditch company
The Beeman Irrigating Ditch and Corporation CO March 29, 1905 Ditch company
Milling Company
Consolidated Extension Canal Company Corporation CO August 22, 1910 Ditch company
East Boulder Ditch Company Corporation CO June 30, 1865 Ditch company
Enterprise Irrigating Ditch Company Corporation CO December 20, 1898 Ditch company
Fisher Ditch Company Corporation CO March 14, 1921 Ditch company
Hillcrest Ditch and Reservoir Company Corporation CO May 27, 1918 Ditch company
Jones and Donnelly Ditch Company Corporation CO January 14, 1974 Ditch company
Las Animas Consolidated Canal Company Corporation CO February 15, 1941 Ditch company
United Water Company Corporation CO September 3, 1916 Ditch company
Southwestern Public Service Company Corporation NM August 17, 1921 Electric utility company
</TABLE>
- --------------------
(1) In dissolution under Colorado law.
3
<PAGE>
<TABLE>
COL. A COL. B COL. C COL. D COL. E
DATE OF TYPE OF
NAME OF COMPANY ORGANIZATION STATE INCORPORATION BUSINESS
--------------- ------------ ----- ------------- --------
<S> <C> <C> <C> <C>
Cheyenne Light, Fuel and Power Company Corporation WY May 21, 1900 Electric and gas utility company
WestGas InterState, Inc. Corporation CO May 3, 1990 Gas pipeline company
PS Colorado Credit Corporation(2) Corporation CO July 14, 1986 Financing/factoring company
New Century Services, Inc. Corporation DE April 2, 1997 Service company
NC Enterprises, Inc. Corporation DE April 3, 1997 Non-utility holding company
New Century-Cadence, Inc. Corporation CO August 28, 1997 Energy services
Cadence Network LLC Limited Liability DE September 3, 1997 Energy services
Company
Quixx Corporation Corporation TX August 14, 1985 IPP & cogeneration
development; railcar services;
water rights; other non-utility
investments
BCH Energy, Limited Limited Partnership DE May 26, 1992 QF ownership - Inactive
Partnership
(Limited Partner)
Quixx Louisville, L.L.C. Limited liability DE March 14, 1994 Steam generation
(formerly Vedco Louisville, company
L.L.C.)
Quixx Jamaica Power, Inc. Corporation DE March 4, 1997 EWG holding company
KES Montego, Inc. Corporation DE September 9, 1994 EWG holding company
KES Jamaica, L.P. Limited partnership DE September 9, 1994 EWG
(General Partner)
Quixx Jamaica, Inc. Corporation DE December 7, 1994 EWG holding company
KES Jamaica, L.P. Limited partnership DE September 9, 1994 EWG
(Limited Partner)
Carolina Energy, Limited Limited partnership DE January 12, 1993 QF ownership - Inactive
Partnership
(Limited Partner)
Quixx Carolina, Inc. Corporation TX June 23, 1995 QF holding company
Carolina Energy, Limited Limited partnership DE January 12, 1993 QF ownership
Partnership
(General Partner)
Windpower Partners 1994, Limited partnership DE December 30, 1994 QF ownership
L.P.
(Limited Partner)
Quixx Mustang Station, Inc. Corporation DE October 4, 1996 EWG holding company
Denver City Energy Limited partnership DE November 6, 1996 EWG ownership
Associates, L.P.
(General Partner)
Quixx WPP94, Inc. Corporation TX December 16, 1994 QF holding company
Windpower Partners Limited partnership DE December 30, 1994 QF ownership
1994, L.P.
(General Partner)
Quixx Power Services, Inc. Corporation TX October 13, 1993 IPP & cogeneration operation
and maintenance services
</TABLE>
- --------------------
(2) Presently a direct subsidiary of Public Service Company of Colorado but
expected to become a direct subsidiary of NCE
4
<PAGE>
<TABLE>
COL. A COL. B COL. C COL. D COL. E
DATE OF TYPE OF
NAME OF COMPANY ORGANIZATION STATE INCORPORATION BUSINESS
--------------- ------------ ----- ------------- --------
<S> <C> <C> <C> <C>
Quixx WRR, L.P. Limited partnership TX February 9, 1996 QF ownership and ownership
(General Partner) of water rights
Quixx Resources, Inc. Corporation NV December 8, 1995 Ownership of water rights,
QF, and EWG
Quixx WRR, L.P. Limited partnership TX February 9, 1996 QF ownership and ownership
(Limited Partner) of water rights
Borger Energy Limited partnership DE May 6, 1997 QF ownership
Associates, L.P.
(Limited Partner)
Denver City Energy Limited partnership DE November 6, 1996 EWG ownership
Associates, L.P.
(Limited Partner)
Quixx Borger Cogen, Inc. Corporation DE March 13, 1997 QF holding company
Borger Energy Limited partnership DE May 6, 1997 QF ownership
Associates, L.P.
(General Partner)
Quixxlin Corp. Corporation DE July 16, 1997 QF holding company
Quixx Linden, L.P. Limited partnership DE June 25, 1996 QF ownership
(General Partner)
Quixx Linden, L.P. (Limited Limited partnership DE June 25, 1996 QF ownership
Partner)
Mosbacher Power Group, Limited liability DE July 12, 1995 EWG and FUCO development
L.L.C. company and ownership
Mosbacher Power Limited liability DE July 12, 1995 EWG and FUCO development
International, L.L.C. company and ownership
Utility Engineering Corporation Corporation TX August 14, 1985 Engineering services and
construction management
Universal Utility Services Corporation TX May 2, 1996 Cooling tower maintenance
Company
and resource recovery
Precision Resource Company Corporation TX May 6, 1996 Human resource services
Vista Environmental Services Limited liability TX May 1, 1995 Environmental consulting
Company, L.L.C. company services
Natural Fuels Corporation Corporation CO July 1, 1995 Commercialization of
compressed natural gas
Natural/Total Limited Limited liability WY November 14, 1991 Commercialization of
Liability Company company compressed natural gas
Natural/Total/KN Limited partnership CO October 1, 1992 Commercialization of
Limited Partnership
compressed natural gas
Natural/Peoples Limited Limited liability WY April 8,1994 Commercialization of
Liability Company company compressed natural gas
New Century International, Inc.(3) Corporation DE February 12, 1997 FUCO holding company
Yorkshire Power Group Corporation UK July 19, 1996 FUCO holding company
Limited
Yorkshire Holdings plc Corporation UK February 14, 1997 FUCO holding company
</TABLE>
- --------------------
(3) Presently a direct subsidiary of PSCo, but expected to become a direct
subsidiary of NC Enterprises, Ince.
5
<PAGE>
<TABLE>
COL. A COL. B COL. C COL. D COL. E
DATE OF TYPE OF
NAME OF COMPANY ORGANIZATION STATE INCORPORATION BUSINESS
--------------- ------------ ----- ------------- --------
<S> <C> <C> <C> <C>
Yorkshire Corporation UK April 1, 1989 FUCO
Electricity Group plc
The Independent Power Corporation UK September 1, 1995 Planned FUCO
Corporation plc
e prime, inc. Corporation CO January 30, 1995 Energy services; IPP,
cogeneration, and ETC ownership
Young Gas Storage Company Corporation DE July 6, 1993 Natural gas storage
Young Gas Storage Limited partnership CO June 30, 1993 Natural gas storage
Company, Ltd.
Texas-Ohio Gas, Inc. Corporation TX August 12, 1987 Energy marketing
Texas-Ohio Pipeline, Inc. Corporation TX June 22, 1990 Natural gas pipeline
ep3, L.L.C. Limited liability DE June 3,1996 Foreign EWG and FUCO
company development
Johnstown Cogeneration Limited liability CO February 8, 1996 QF ownership
Company, L.L.C.
e prime Telecom, Inc. Corporation CO November 26, 1996 ETC
e prime Networks, Inc. Corporation CO December 18, 1996 Meter reading network
(possible ETC)
e prime projects Corporation DE February 26, 1997 EWG
international, inc.(4)
Kazak Power Partners
Limited Corporation UK October 31, 1996 (Inactive)
e prime operating, inc. Corporation DE February 26, 1997 EWG
e prime (Belize) limited Corporation Belize May 6, 1995 (Inactive)
e prime Energy Marketing, Inc. Corporation CO March 31, 1997 Energy marketing
</TABLE>
BUSINESS
5. (a) The general character of the business done by the registrant and its
subsidiaries, separated as between the holding companies, public utility
subsidiaries (as defined in the Act) and the various nonutility
subsidiaries.
Information regarding the general character of the business of New
Century Energies, Inc. and its subsidiaries is set forth in Exhibit I-1,
New Century Energies Subsidiaries and Investments and in Item 1.B of the
Merger U-1. Information regarding the statistics relating to sales,
purchases, operating revenues, and customers for PSCo and its subsidiaries
and SPS and its subsidiaries during the past five years can be found in
the following documents, the applicable portions of which are hereby
incorporated by reference: Item 1 of the Annual Report of PSCo on
Form 10-K for the period ending December 31, 1996 (File No. 1-3280);
Item 1 of the Annual Report of SPS on Form 10-K for the period ending
August 31, 1995 (File No. 1-3789) and Item 1 of the Annual Report of
SPS on Form 10-K for the transition period from September 1, 1996 to
December 31, 1996 (File No. 1-3789).
- --------------------
(4) As comtemplated in the Merger U-1, some or all of the e prime EWGs may be
reclassified as FUCOs and become direct subsidiaries of New Century
International, Inc.
6
<PAGE>
(b) Any substantial changes which may have occurred in the general
character of the business of such companies during the preceding five
years.
OMITTED BY PERMISSION OF THE STAFF.
PROPERTY
6. Describe briefly the general character and location of the principal
plants, properties, and other important physical units of the registrant
and its subsidiaries, showing separately (a) public utility and (b) other
properties. If any principal plant or important unit is not held in fee,
so state and describe how held.
Information regarding the principal plants, properties and other
important physical units of NCE and its subsidiaries is set forth in
the following documents, the applicable portions of which are hereby
incorporated by reference: Item 1.B.2 of the Merger U-1; Item 2 of the
Annual Report of PSCo on Form 10-K for the year ended December 31, 1996
(File No. 1-3280); and Item 2 of the Annual Report of SPS on Form 10-K
for the transition period from September 1, 1996 to December 31, 1996
(File No. 1-3789).
INTERSTATE TRANSACTIONS
7. For each public utility company in the holding company system of the
registrant which is engaged in the transmission of electric energy or
gas in interstate commerce, furnish the following information for the
last calendar year:
Public Service Company of Colorado and Southwestern Public Service
Company have on file with the Federal Energy Regulatory Commission their
1996 FERC Form No. 1's which include information related to the
transmission of electric energy. These reports have also been provided
as Exhibits G-1 and G-4, respectively.
The following information relates to WestGas Interstate's gas
transmission received in and out of Colorado:
Year Gas Dth
--------------------------- ---------
Total Annual Sales 3,379,948
Delivered out of State 3,379,948
Received from out of State 0
SECURITIES OUTSTANDING
8. Submit the following information concerning the registrant and each
subsidiary thereof as of the latest available date:
FUNDED DEBT
(a) For each issue or series of funded debt, including funded debt
secured by liens on property owned, whether or not such debt has been
assumed: (Do not include here any contingent liabilities reported
under paragraph 8(c).)
7
<PAGE>
AS OF SEPTEMBER 30, 1997
BY PERMISSION OF THE STAFF, COLUMNS E THROUGH I HAVE BEEN OMITTED
<TABLE>
Amount Issued
Amount Authorized Less Retired
Name of Obligor Title of Issue ($000) ($000)
(a) (b) (c) (d)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PSCo First Collateral Trust Bonds 134,500 134,500
6 3/8% series due November 1, 2005
PSCo First Collateral Trust Bonds 102,667 102,667
6% series due January 1, 2001
PSCo First Collateral Trust Bonds 110,000 110,000
7 1/4% series due January 1, 2024
PSCo First Collateral Trust Bonds 125,000 125,000
7 1/8% series due June 1, 2006
PSCo First Mortgage Bonds 25,000 25,000
6 3/4% series due July 1, 1998
PSCo First Mortgage Bonds 75,000 75,000
9 7/8% series due July 1, 2020
PSCo First Mortgage Bonds 100,000 100,000
8 1/8% series due March 1, 2004
PSCo First Mortgage Bonds 150,000 150,000
8 3/4% series due March 1, 2022
PSCo First Mortgage Bonds 24,000 22,000
Pollution Control Series A
5 7/8% series due March 1, 2004
PSCo First Mortgage Bonds 27,250 27,250
Pollution Control Series F
7 3/8% series due November 1, 2009
PSCo First Mortgage Bonds 18,000 18,000
Pollution Control Series G
5 5/8% series due April 1, 2008
PSCo First Mortgage Bonds 61,500 61,500
Pollution Control Series G
5 7/8% series due April 1, 2014
PSCo First Mortgage Bonds 50,000 50,000
Pollution Control Series H
5 1/2% series due June 1, 2012
PSCo Medium Term Notes 200,000 200,000
Series A - 6.66% to 9.25%
Due October 30, 1997 to October 30, 2002
PSCo Medium Term Notes 250,000 250,000
Series B - 6.05% to 7.11%
Due November 29, 1999 to March 5, 2007
PSCo Medium Term Notes 150,000 150,000
Series C - 5.96% to 6.23%
Due December 4, 1997 to September 4, 1998
SPS First Mortgage Bonds 135,000 135,000
7.25% series due July 15, 2004
SPS First Mortgage Bonds 40,000 40,000
8.25% series due July 15, 2022
</TABLE>
8
<PAGE>
<TABLE>
Amount Issued
Amount Authorized Less Retired
Name of Obligor Title of Issue ($000) ($000)
(a) (b) (c) (d)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SPS First Mortgage Bonds 90,000 90,000
6.875% series due December 1, 1999
SPS First Mortgage Bonds 100,000 100,000
8.2% series due December 1, 2022
SPS First Mortgage Bonds 70,000 70,000
8.5% series due February 15, 2025
SPS First Mortgage Bonds 60,000 60,000
6.5% series due March 1, 2006
SPS Pollution Control Bonds not collateralized 44,500 44,500
by First Mortgage Bonds
Variable % series, due July 1, 2011
SPS Pollution Control Bonds, not collateralized 57,300 57,300
by First Mortgage Bonds
5.75% series, due September 1, 2016
SPS Pollution Control Bonds not collateralized 25,000 25,000
by First Mortgage Bonds
6.435% series, due July 1, 2016
SPS Obligated Mandatorily Redeemable 100,000 100,000
Preferred Securities
7.85% series, due September 1, 2021
Cheyenne First Mortgage Bonds 7 7/8% series, 4,000 4,000
due April 1, 2003
Cheyenne First Mortgage Bonds 7.50% series, 8,000 8,000
due January 1, 2024
Cheyenne First Mortgage Bonds Industrial Development 7,000 7,000
Revenue Bonds, Variable rate series 1997 B,
due September 1, 2021
Cheyenne First Mortgage Bonds Industrial Development 10,000 10,000
Revenue Bonds, Variable rate series 1997 A,
due March 1, 2027
PSCCC Unsecured Medium-Term Notes, Series A, 100,000 80,000
5.75% to 6.03%, due November 24, 1997 to
December 1, 1998
1480 Welton 13.25% secured promissory note, due in 33,345 31,248
installments through October 1, 2016
</TABLE>
CAPITAL STOCK
(b) For each class of capital stock including certificates of beneficial
interest give information both in number of shares and in dollar amounts:
(Do not include here any warrants, options, or other securities reported
under paragraph 8(d).)
AS OF SEPTEMBER 30, 1997
BY PERMISSION OF THE STAFF, COLUMNS G THROUGH J HAVE BEEN OMITTED.
<TABLE>
Amount Reserved for
options, warrants,
conversions and other Additional Amount
Name of Issuer Title of Issue Amount Authorized rights Amount Unissued Issued
(a) (b) (c) (d) (e) (f)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NCE Common stock, par value $1 per share 260,000,000 155,396,744 104,603,256
NCE Cumulative preferred stock, $1 par 20,000,000 20,000,000 --
value per share
PSCo(1) Common stock, par value $5 per share 160,000,000 159,999,900 100
</TABLE>
9
<PAGE>
<TABLE>
Amount Reserved for
options, warrants,
conversions and other Additional Amount
Name of Issuer Title of Issue Amount Authorized rights Amount Unissued Issued
(a) (b) (c) (d) (e) (f)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PSCo Cumulative preferred stock, $100 par value, (2) 100,000
4.20% series
Cumulative preferred stock, $100 par value, (2) 174,997
4 1/4% series
Cumulative preferred stock, $100 par value, (2) 65,000
4 1/2% series
Cumulative preferred stock, $100 par value, (2) 159,500
4.64% series
Cumulative preferred stock, $100 par value, (2) 150,000
4.9% series
Cumulative preferred stock, $100 par value, (2) 150,000
4.9% second series
Cumulative preferred stock, $100 par value, (2) 250,000
7.15% series
Cumulative preferred stock, $100 par value, (2) 216,000
subject to mandatory redemption
Cumulative preferred stock, $100 par value, (2) 202,294
subject to mandatory redemption
PSCo Cumulative preferred stock, $25 par value, 4,000,000 2,600,000 1,400,000
8.4% series
PSCCC Common stock, par value $1 per share 75,000,000 73,040,253 1,959,747
PSR Common stock, par value $1 per share 25,000,000 24,636,810 363,190
1480 Welton Common stock, par value $100 per share 10,000 5,951 4,049
Fuelco Common stock, no par value 250,000 91,000 159,000
Green & Clear Common stock, par value $10 per share 2,500 2,500
Lakes
Hillcrest Ditch Common stock, par value $250 per share 180 180
& Reservoir Co.
Fisher Ditch Common stock, par value $10 per share 1,344 1,344
Company
Las Animas Common stock, par value $100 per share 620 620
Consolidated
Canal Company
United Water Common stock, par value $40 per share 1,250 1 1,249
Co.
Consolidated Common stock, par value $50 per share 3,000 1,767 1,233
Extension Canal
Company
East Boulder Common stock, par value $200 per share 12 12
Ditch Company
New Century Common stock, par value $.01 per share 1,000 1,000 --
International(5)
- ------------------------
(5) Common stock is currently subscribed with PSCo.
10
<PAGE>
Amount Reserved for
options, warrants,
conversions and other Additional Amount
Name of Issuer Title of Issue Amount Authorized rights Amount Unissued Issued
(a) (b) (c) (d) (e) (f)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SPS (3) Common stock, par value $1 per share 100,000,000 99,999,900 100
SPS Cumulative preferred stock, $1 par value 10,000,000 10,000,000 --
New Century Common stock, par value $.01 per share 1,000 1,000
Services
Cheyenne (4) Common stock, no par value 120,000 16,000 104,000
WGI Common stock, par value $10 per share 2,000,000 1,940,000 60,000
NC Enterprises Common stock, par value $.01 per share 1,000 1,000
New Century Common stock, no par value 1,000 1,000 --
Cadence(6)
e prime Common stock, par value $5 per share 20,000,000 18,192,281 1,807,719
e prime (Belize) Common stock, par value $5 per share 2,000 2,000 --
Limited
e prime Energy Common stock, no par value 1,000 1,000 --
Marketing, Inc.
e prime Common stock, no par value 5,000,000 5,000,000 --
Networks
e prime Common stock, par value $.01 per share 1,000 1,000 --
Operating, Inc.
e prime Common stock, par value $.01 per share 1,000 1,000 --
Projects
International
e prime Common stock, no par value 1,000 1,000 --
Telecom, Inc.
Texas-Ohio Common stock, par value $1 per share 1,000,000 1,000,000
Gas, Inc.
Texas-Ohio Common stock, no par value 1,000,000 1,000,000
Pipeline, Inc.
Young Gas Common stock, par value $1 per share 1,000 1,000
Storage Co.
Natural Fuels Common stock, par value $1 per share 50,000,000 34,320,124 15,679,876
UE Common stock, par value $1 per share 100,000 28,000 72,000
Universal Common stock, par value $1 per share 100,000 99,000 1,000
Utility Services
Co.
Precision Common stock, par value $1 per share 100,000 99,000 1,000
Resource
Company
Quixx Common stock, par value $1 per share 100,000 49,000 51,000
KES Montego, Common stock, par value $.01 per share 1,000 1,000
Inc.
Quixx Borger Common stock, par value $.10 per share 10,000 10,000
Cogen, Inc.
- ------------------------
(6) Common stock will be issued in December 1997.
11
<PAGE>
Amount Reserved for
options, warrants,
conversions and other Additional Amount
Name of Issuer Title of Issue Amount Authorized rights Amount Unissued Issued
(a) (b) (c) (d) (e) (f)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Quixx Carolina, Common stock, par value $.10 per share 10,000 10,000
Inc.
Quixx Jamaica, Common stock, par value $.10 per share 10,000 10,000
Inc.
Quixx Jamaica Common stock, par value $1 per share 1,000 1,000
Power, Inc.
Quixx Mustang Common stock, par value $.10 per share 10,000 10,000
Station, Inc.
Quixx Power Common stock, par value $1 per share 100,000 99,000 1,000
Services, Inc.
Quixx Common stock, par value $.01 per share 10,000 10,000
Resources, Inc.
Quixx WPP94, Common stock, par value $.10 per share 10,000 10,000
Inc.
Quixxlin Corp. Common stock, par value $.10 per share 10,000 10,000
</TABLE>
(1) Subsequent to September 30, 1997, the authorized amount of common stock for
PSCo changed to 100 shares.
(2) In total, PSCo has 3,000,000 shares authorized of cumulative preferred
stock, $100 par value.
(3) Subsequent to September 30, 1997, the authorized amount of common stock for
SPS changed to 200 shares.
(4) Subsequent to September 30, 1997, Cheyenne's authorized common stock was
changed to 100 shares with a par value of $.01 per share. Additionally,
1,000,000 shares of preferred stock were authorized with a par value of $100
per share.
CONTINGENT LIABILITIES
(c) A brief outline of the nature and amount of each contingent liability
on account of endorsement or other guarantees of any securities.
Information regarding contingent liabilities is set forth in the
following documents, the applicable portions of which are hereby
incorporated by reference: Notes 2 and 3 in Item 1. Financial Statements
in NCE's quarterly report on Form 10-Q for the period ended September 30,
1997 (File No. 1-12927); Note 2 in Item 1. Financial Statements in PSCo's
quarterly report on Form 10-Q for the period ended September 30, 1997
(File No. 1-3280) and Note 2 in Item 1. Financial Statements in SPS's
quarterly report on Form 10-Q for the period ended September 30, 1997
(File No. 1-3789). Information regarding guarantees can be found in the
following document, the applicable portions of which are hereby
incorporated by reference: Exhibit 99-1, Notes 5 and 7 in NCE's report on
Form 8-K dated August 1, 1997 (File No. 1-12927)
OTHER SECURITIES
(d) A statement of the amount of warrants, rights, or options and of any
class of securities of the registrant and subsidiary companies not
elsewhere herein described which is outstanding and/or authorized. A
brief description of the
12
<PAGE>
provisions thereof should be included. Information need not be set forth
under this item as to notes, drafts, bills of exchange or bankers'
acceptances which mature within nine months.
Certain information regarding NCE's Dividend Reinvestment and Cash
Payment Plan is set forth in the Registration Statement of NCE on Form S-3
(File No. 33-28637), and is hereby incorporated by reference. Certain
information regarding NCE's Omnibus Incentive Plan, PSCo's Omnibus
Incentive Plan, SPS's 1989 Stock Incentive Plan, SPS's Employee Investment
Plan and SPS's Director's Deferred Compensation Plan is set forth on NCE's
Form S-8 (File 33-28639), and is hereby incorporated by reference.
INVESTMENTS IN SYSTEM SECURITIES
9. Give a tabulation showing the principal amount, par or stated value, the
cost to the system company originally acquiring such security, and the
number of shares or units, of each security described under Item 8 that is
held by the registrant and by each subsidiary company thereof as the
record (or beneficial) owner, and the amounts at which the same are
carried on the books of each such owner. This information should be given
as of the same date as the information furnished in answer to Item 8.
Information regarding Investments in System Securities has been
omitted by permission of the Staff as this information will be provided in
Form U-5S for the period ending December 31, 1997.
INVESTMENTS IN OTHER COMPANIES
10. Give a tabulation showing all investments of the registrant and of each
subsidiary thereof in holding companies and in public utility companies
which are not subsidiary companies of the registrant. Also show all other
investments of the registrant and of each subsidiary thereof in the
securities of any other enterprise, if the book value of the investment in
any such enterprise exceeds 2% of the total debit accounts shown on the
balance sheet of the company owning such investment or an amount in excess
of $25,000 (whichever amount is the lesser). Give principal amount and
number of shares or units and the cost of each issue of such securities to
the system company originally acquiring such security, and amount at which
carried on the books of the owner. List all such securities pledged as
collateral for loans or other obligations and identify loans and
obligations for which pledged. This information should be given as of the
same date as the information furnished in answer to Item 8.
(a) Investments of the registrant and of each subsidiary thereof in
holding companies and in public utility companies which are not subsidiary
companies of the registrant: None.
(b) Investments of the registrant and of each subsidiary thereof in the
securities of other enterprises: None.
INDEBTEDNESS OF SYSTEM COMPANIES
11. List each indebtedness of the registrant and of each subsidiary company
thereof (other than indebtedness reported under Item 8, but as of the same
date) where the aggregate debt owed by any such company to any one person
exceeds $25,000 or an amount exceeding 2% of the total of the debit
accounts shown on the balance sheet of the debtor (which amount is the
lesser) but not including any case in which such aggregate indebtedness is
less than $5,000, and give the following additional information as to each
such indebtedness:
13
<PAGE>
(a) Debts owed to associate companies at September 30, 1997.
The following table provides intercompany receivables and payables as of
September 30, 1997:
<TABLE>
Date of
Name of Debtor Name of Creditor Amount Owed Rate of Interest Maturity
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Natural Fuels PSCo $ 191,958 None N/A
NCS PSCo 4,607,897 None N/A
SPS PSCo 1,784,308 None N/A
NCI PSCo 148,481 None N/A
PSCo 1480 Welton 566,833 None N/A
PSCo Cheyenne 1,090,511 None N/A
PSCo PSR 7,357,683 None N/A
PSCo e prime 67,271 None N/A
PSCo PSCCC 18,875,330 None N/A
PSCo NCE 38,263,140 None N/A
1480 Welton NCS 68,245 None N/A
PSR NCS 68,236 None N/A
PSCCC NCS 118,740 None N/A
NCS NCE 420,790 None N/A
Cheyenne NCE 47,917 None N/A
e prime NCE 31,722 None N/A
SPS NCE 21,977,494 None N/A
NCE Quixx 34,871 None N/A
NCS SPS 7,787,481 None N/A
UE SPS 487,939 None N/A
Quixx SPS 2,885,238 None N/A
SPS NC Enterprises 1,442,297 None N/A
NCS Cheyenne 1,491,814 None N/A
WGI Cheyenne 243,730 None N/A
NCE NCS 1,138,238 None N/A
e prime NCS 347,001 None N/A
Natural Fuels NCS 37,290 None N/A
PSCCC NCS 120,408 None N/A
UE NCS 454,034 None N/A
Quixx NCS 214,730 None N/A
NCS UE 56,189 None N/A
PSCo UE 4,057,570 None N/A
e prime UE 70,842 None N/A
</TABLE>
14
<PAGE>
The following table provides intercompany notes receivable/payable as of
September 30, 1997:
<TABLE>
Date of
Name of Debtor Name of Creditor Amount Owed Rate of Interest Maturity
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1480 Welton PSCo $ 12,066,207 6.09 5/30/98
Cheyenne NCE 15,000,000 5.75 10/10/97
NCS NCE 14,350,000 5.71 10/10/97
NCS NCE 600,000 5.75 10/10/97
e prime NCE 10,000,000 5.71 10/10/97
Natural Fuels NCE 1,696,207 5.75 10/10/97
NC Enterprises SPS 119,036,360 7.25 8/1/2027
SPS Quixx 1,160,000 Floating 11/30/97
SPS Quixx 15,000,000 Floating 6/30/98
SPS UE 9,000,000 Floating 12/31/98
</TABLE>
(b) Debts owed to others at September 30, 1997: OMITTED BY PERMISSION OF
THE STAFF.
PRINCIPAL LEASES
12. Describe briefly the principal features of each lease (omitting oil and
gas leases) to which the registrant or any subsidiary company thereof is a
party, which involves rental at an annual rate of more than $50,000 or an
amount exceeding 1% of the annual gross operating revenue of such party to
said lease during its last fiscal year (whichever of such sums is the
lesser) but not including any lease involving rental at a rate of less
than $5,000 per year.
<TABLE>
Total 1996 Expiration
Lessee Lessor Items(s) Leased Payments ($000) Date
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PSCo James Seccombe Jr. Land $72 2040
PSCo Shames-Makovsky Realty Co. Office space $125 1997
PSCo Two Denver Highlands Joint Venture Office space $242 1997
PSCo Compass Management and Leasing Office space $5,129 2001
PSCo W.W. Reynolds Building $414 2001
PSCo Walter Properties, Inc. Office space $165 2002
PSCo Bannock Associated Limited Building $648 1999
Partnership
PSCo Scott Steele, Inc. Airport facility $92 1998
PSCo Fraser Street Partners Building $133 2003
PSCo Comdisco Inc. Computer Equipment $2,523
PSCo Big Horn Funding, Inc. Various office equipment,
computers, transportation
vehicles, etc. $12,322 various
PSCo GE Capital Automated Meter Reading $1,737 2005
Equipment
PSCo Young Gas Storage Company, Ltd. Underground storage facility $5,495 2025
e prime TWI Office space $51 1998
</TABLE>
15
<PAGE>
<TABLE>
Total 1996 Expiration
Lessee Lessor Items(s) Leased Payments ($000) Date
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Texas Ohio Gas, Inc. Metro National Corp Office space $61 2000
SPS Bank One Office space $1,531 * 2002
SPS IBM Corporation DP equipment, copiers, etc. $625 * 1999
SPS Eastman Kodak Company Copiers, etc. $85 * various
SPS Tascosa Office Machines Copiers $88 * various
SPS Paramount Leasing, Inc. Copier/Fax $56 * various
Quixx Bank One Office space $61 * 1999
</TABLE>
* Amount reflects the rent expense for the 12-months ended August 31, 1996.
Certain additional information regarding leases is set forth in Exhibit
99-1, Note 9 in NCE's report on Form 8-K dated August 1, 1997 (File
No. 1-12927), the applicable portions of which are hereby incorporated by
reference.
SECURITIES SOLD
13. If, during the last five years, the registrant or any subsidiary company
thereof has issued, sold, or exchanged either publicly or privately any
securities having a principal amount, par, stated or declared value
exceeding $1,000,000 or exceeding an amount equal to 10% of the total
liabilities as shown by the balance sheet of issuer at the time of such
issue (whichever of such sums is the lesser), give the following
information with respect to each such issue or sale:
Securities sold in last five years:
<TABLE>
Proceeds
Amount Received by
Issued or Issuer Before Approximate Name of Principal
Name of Sold Expenses Expenses of Issuer Underwriter or Underwriters Initial
Title of Issue Obligor ($000) (per $100) (per $100) Purchasers Offering Price
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Secured Medium-Term Notes, Public Service 150,000 Various Various Merrill Lynch & Co. Various
Series C, 5.96% to 6.23% Company of
due December 4, 1997 to Colorado
September 4, 1998
Secured Medium-Term Notes, Public Service 250,000 Various Various Merrill Lynch & Co. and Various
Series B, 6.05% to 7.11% Company of Goldman, Sachs & Co.
due November 29, 1999 to Colorado
March 5, 2007
First Collateral Trust Public Service 125,000 $99.366 $0.65 Merrill Lynch & Co. and 99.366%
Bonds, Series No. 3, Company of Goldman, Sachs & Co.,
7-1/8% due June 1, 2006 Colorado and PaineWebber
Incorporated
First Collateral Trust Public Service 102,667 $99.698 $0.625 Merrill Lynch & Co., CS 99.698%
Bonds, Series No. 2, Company of First Boston, Kidder,
6% due January 1, 2001 Colorado Peabody & Co.
First Collateral Trust Public Service 110,000 $98.491 $0.875 Merrill Lynch & Co., CS 98.491%
Bonds, Series No. 2, 7-1/4% Company of First Boston, Kidder,
due January 1, 2024 Colorado Peabody & Co.
</TABLE>
16
<PAGE>
<TABLE>
Proceeds
Amount Received by Approximate Name of
Issued or Issuer Before Expenses of Principal Underwriters
Name of Sold Expenses Issuer Underwriter Initial
Title of Issue Obligor ($000) (per $100) (per $100) or Purchasers Offering Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First Collateral Trust Bonds, Public Service 134,500 $99.565 $0.675 Merrill Lynch & Co., CS 99.565%
Series No. 1, 6 3/8% due Company of First Boston, Kidder,
November 1, 2005 Colorado Peabody & Co.
Pollution Control Refunding Public Service 50,000 $99.182 $2.238 George K. Baum & 99.182%
Revenue Bonds, 1993 Series A, Company of Company, Hanifen,
5 1/2% due June 1, 2012 Colorado Imhoff Inc.
Pollution Control Refunding Public Service 18,000 $98.500 $2.090 George K. Baum & 98.500%
Revenue Bonds, 1993 Series A, Company of Company, Hanifen,
5 5/8% due April 1, 2008 Colorado Imhoff Inc.
Pollution Control Refunding Public Service 61,500 $98.875 $2.245 George K. Baum & 98.875%
Revenue Bonds, 1993 Series A, Company of Company, Hanifen,
5 7/8% due April 1, 2014 Colorado Imhoff Inc.
Medium-Term Notes Series A PS Colorado 100,000 Various Various Lehman Brothers and Various
Credit PaineWebber Incorporated
Corporation
First Mortgage Bonds 7.50% Cheyenne Light, 8,000 $100.00 $2.210 Piper Jaffray Inc. 100.00%
series due January 1, 2024 Fuel and
Power Company
Industrial Development Revenue Cheyenne Light, 10,000 $100.00 $3.140 George K. Baum & 100.00%
Bonds Adjustable Rate Series Fuel and Company and Piper
1997A due March 1, 2027 Power Company Jaffray Inc.
Industrial Development Revenue Cheyenne Light, 7,000 $100.00 $3.430 George K. Baum & 100.00%
Bonds Adjustable Rate Series Fuel and Company and Piper
1997B due September 1, 2021 Power Company Jaffray Inc.
First Mortgage Bonds SPS 60,000 $ 99.94 $ 0.65 Dillon, Read & Co. 99.94%
6.50% series due
March 1, 2006
First Mortgage Bonds SPS 90,000 $99.850 $0.625 Dillon, Read & Co. 99.850%
6.875% series due
December 1, 1999
First Mortgage Bonds SPS 100,000 $99.875 $0.875 Dillon, Read & Co. 99.875%
8.20% series due
December 1, 2022
First Mortgage Bonds SPS 70,000 $ 99.95 $0.875 Dillon, Read & Co. 99.95%
8.50% series due
February 15, 2025
First Mortgage Bonds SPS 135,000 $ 99.20 $0.675 Dillon, Read & Co. 99.20%
7.25% series due
July 15, 2004
First Mortgage Bonds SPS 40,000 $ 98.90 $0.875 Dillon, Read & Co. 98.90%
8.25% series due
July 15, 2022
Pollution Control Revenue SPS* 57,300 $100.00 $ 2.09 Dillon, Read & Co. 100.00%
Refunding Bonds
5.75% series due
September 1, 2016
</TABLE>
17
<PAGE>
<TABLE>
Proceeds
Amount Received by Approximate Name of
Issued or Issuer Before Expenses of Principal Underwriters
Name of Sold Expenses Issuer Underwriter Initial
Title of Issue Obligor ($000) (per $100) (per $100) or Purchasers Offering Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Pollution Control Revenue SPS** 25,000 $100.00 $ 3.80 Dillon, Read & Co. 100.00%
Refunding Bonds - Adjustable
Swap Fixed to 6.435% series,
due July 1, 2016
Obligated Mandatorily SPS Cap1 4 mill sh. $100.00 $ 0.64 Witter Reynolds, 100.00%
Redeemable Preferred @$25 AG Edwards, PaineWebber,
Securities Prudential Securities,
7.85% series due Smith Barney
September 1, 2036
</TABLE>
* Issued in name of Potter County Industrial Development Corporation
** Issued in name of Red River Authority of Texas
AGREEMENT FOR FUTURE DISTRIBUTION OF SECURITIES
14. (a) Summarize the terms of any existing agreement to which the registrant
or any associate or affiliate company thereof is a party or in which any
such company has a beneficial interest with respect to future distribution
of securities of the registrant or of any subsidiary.
Certain information regarding agreements with respect to future
distribution of securities of NCE and its subsidiaries is set forth in
the following documents, the applicable portions of which are hereby
incorporated by reference: Item 1.D of the Application/Declaration of NCE
on Form U-1, as amended in File No. 70-8787; Registration statement of NCE
on Form S-3 with respect to NCE's Dividend Reinvestment and Cash Payment
Plan in File No. 33-28637; the Registration statement of NCE on Form S-8
with respect to certain employee benefit plans in File No. 33-28639; and
the Registration statement of NCE on Form S-3 with respect to the
registration of 9,000,000 shares of common stock in File No. 33-40361.
(b) Describe briefly the nature of any financial interest (other than the
ownership of securities acquired as a dealer for the purpose of resale)
which any person with whom such agreement exists, has in the registrant or
in any associate or affiliate company thereof.
The beneficiaries of the employee benefit plans referred to above may
be deemed to have a financial interest in the registrant or associate or
affiliate companies thereof by virtue of their employment relationship
with the registrant or such other companies and compensation, benefit and
severance agreements and arrangements relating to such employment.
TWENTY LARGEST HOLDERS OF CAPITAL STOCKS
15. As of a recent date (indicating such date for each class) give the
following information with respect to the holders of each class of stock
and/or certificates of beneficial interest of the registrant:
(a) The twenty largest registered holders of the common stock of New
Century Energies, Inc., as of its most recent dividend record date:
NCE shares can be held by certificate, through dividend reinvestment
plans, through employee investment plans, through investment companies,
and other street name and nominee accounts. Absent an unreasonable
expenditure of time
18
<PAGE>
and money, NCE has no way to determine the number of shares held by each
holder of beneficial interest. Accordingly, NCE is only able to provide
information as to shares registered with NCE.
The following table sets forth NCE's twenty largest registered
shareholders on the books:
SHAREHOLDER SHARES HELD % OF OUTSTANDING
- -----------------------------------------------------------------------------
Cedefast & Co. 73,278,823 72.31
Box #20
Bowling Green Station
New York, NY 10006
Reinvestment 8,947,162 8.83
c/o The Bank of New York
101 Barclay Street
New York, NY 10286
Lavery Investments Ltd. 158,874 0.16
Box 27459
Houston, TX 77227
Whaler Investments Ltd. 130,753 0.13
c/o Southwest Bank of Texas
Attn: Charles Philips
Box 27459
Houston, TX 77227
A. G. Edwards & Sons, Inc. 32,148 0.03
1 No. Jefferson
St. Louis, MO 63103
Hart Securities, Inc. 45,000 0.04
c/o Anthony Bonanno
Gibson Dunn & Crutcher
1050 Connecticut Ave., NW 900
Washington, DC 20036
Robert G. Goodale & Betty Goodale JT TEN 30,000 0.03
7314 Island Circle
Boulder, CO 80301
Palo & Col 24,874 0.02
1st National Bank of Amarillo
Attn: Trust Department
Box 500409
St. Louis, MO 63150
Weatherby Investments Ltd. 23,638 0.02
Box 27459
Houston, TX 77227
Nicholas R. Petry 23,100 0.02
The Petry Company
1114 W. 7th Ave.
Denver, CO 80204
Delwin D. Hock & Mildred L. Hock JT TEN 21,557 0.02
250 S. High Street
Denver, CO 80209
Caulkins Family Partnership 1400 20,908 0.02
1600 Broadway
Denver, CO 80202
St. Joseph's Society of the Sacred Heart, Inc. 20,000 0.02
1130 North Calvert St.
Baltimore, MD 21202
19
<PAGE>
SHAREHOLDER SHARES HELD % OF OUTSTANDING
- -----------------------------------------------------------------------------
Wanda Linam Perry TR Walter T. Linam 19,570 0.02
Trust UTA DTD 7/14/95
520 East Alto Drive
Hobbs, NM 88240
John Glode & Jane Glode JT TEN 19,005 0.02
Box 605
Saratoga, WY 82331
Dennis W. Stark 17,660 0.02
306 Lakeside Drive
Liberty, MO 64068
Bill Gosard 16,000 0.02
2121 East Alameda Ave.
Denver, CO 80209
The Leo & Julia Miller Living Trust 8/02/97 158,000 0.16
32641 Buffalo Park Road
Evergreen, CO 80439
Bill D. Helton & Phyllis K. Helton JT TEN 14,373 0.01
3981 S. Holly Way
Englewood, CO 88110
Hazel Pearson 14,350 0.01
3221 South Bowie Street
Amarillo, TX 79109
TOTAL: 82,829,072 81.89
(b) Number of shareholders of record each holding 1,000 shares or more,
and aggregate number of shares so held.
At the most recent record date, there were 4,409 shareholders holding
1,000 shares or more. The aggregate number of shares held by these
shareholders was 91,296,032.
(c) Number of shareholders of record each holding less than 1,000 shares
and the aggregate number of shares so held.
At the most recent record date, there were 44,231 shareholders
holding less than 1,000 shares. The aggregate number of shares held by
these shareholders was 10,613,563.
OFFICERS, DIRECTORS AND EMPLOYEES
16. (a) Positions and Compensation of Officers and Directors. Give name and
address of each director and officer (including any person who performs
similar functions) of the registrant, of each subsidiary company thereof,
and of each mutual service company which is a member of the same holding
company system. Opposite the name of each such individual give the title
of every such position held by him and briefly describe each other
employment of such individual by each such company.
State the present rate of compensation on an annual basis for each
director whose aggregate compensation from all such companies exceeds
$1,000 per year, and of each officer whose aggregate compensation from
such companies is at the rate of $20,000 or more per year. In the event
any officer devotes only part of his time to a company or companies in the
system this fact should be indicated by appropriate footnote. Such
compensation for such part time should be computed on an annual rate and
if such annual rate exceeds $20,000 the actual compensation as well as
annual rate should also be reported.
20
<PAGE>
(b) Compensation of Certain Employees. As to regular employees of such
companies who are not directors or officers of any one of them, list the
name, address, and aggregate annual rate of compensation of all those who
receive $20,000 or more per year from all such companies.
(c) Indebtedness to System Companies. As to every such director, trustee
or officer as aforesaid, who is indebted to any one of such companies, or
on whose behalf any such company has now outstanding and effective any
obligation to assume or guarantee payment of any indebtedness to another,
and whose total direct and contingent liability to such company exceeds
the sum of $1,000, give the name of such director, trustee, or officer,
the name of such company, and describe briefly the nature and amount of
such direct and contingent obligations.
(d) Contracts. If any such director, trustee, or officer as aforesaid:
(1) has an existing contract with any such company (exclusive of an
employment contract which provides for no compensation other
than that set forth in paragraph (a) of this Item); or,
(2) either individually or together with the members of his
immediate family, owns, directly or indirectly, 5% or more of
the voting securities of any third person with whom any such
company has an existing contract; or,
(3) has any other beneficial interest in an existing contract to
which any such company is a party; describe briefly the nature
of such contract, the names of the parties thereto, the terms
thereof, and the interest of such officer, trustee, or director
therein.
(e) Banking Connections. If any such director, trustee, or officer is an
executive officer, director, partner, appointee, or representative of any
bank, trust company, investment banker, or banking association or firm, or
of any corporation a majority of whose stock having the unrestricted right
to vote for the election of directors, is owned by any bank, trust
company, investment banker, or banking association or firm, state the name
of such director or officer, describe briefly such other positions held by
him and indicate which of the rules under Section 17(c) authorizes the
registrant and subsidiary companies of which he is a director or officer
to retain him in such capacity.
By permission of the Staff, information required to be disclosed
pursuant to items 16(a) through 16(e) is not set forth herein. In lieu
thereof, information in respect thereof will be set forth in the Proxy
Statement of New Century Energies, Inc. to be distributed in connection
with the 1998 Annual Meeting of Shareholders of New Century Energies, Inc.
Prior to the Merger, the officers and directors of New Century Energies,
Inc. were officers and/or directors of PSCo or SPS. Information regarding
the positions and compensation of officers and directors of PSCo prior to
the Merger is set forth in the Annual Report of PSCo on Form 10-K/A for
the period ending December 31, 1996, which is hereby incorporated by
reference. Information regarding the positions and compensation of
officers and directors of SPS prior to the Merger is set forth in the SPS
Proxy Statement of January 8, 1997, which is hereby incorporated by
reference.
INTERESTS OF TRUSTEES IN SYSTEM COMPANIES
17. Describe briefly the nature of any substantial interest which any trustee
under indentures executed in connection with any outstanding issue of
securities of the registrant or any subsidiary thereof, has in either the
registrant or such subsidiary, and any claim which any such trustee may
have against registrant or any subsidiary; provided, however, that it
shall not be necessary to include in such description any evidences of
indebtedness owned by such trustee which were issued pursuant to such an
indenture.
To the best knowledge of NCE management, there is no such interest.
21
<PAGE>
SERVICE, SALES, AND CONSTRUCTION CONTRACTS
18. As to each service, sales, or construction contract (as defined in
paragraphs (19) to (21) of Section 2(a) of the Act) which the registrant
and any subsidiary company thereof has had in effect within the last three
months, describe briefly the nature of such contract, the name and address
of the parties thereto, the dates of execution and expiration, and the
compensation to be paid thereunder. Attach typical forms of any such
contracts as an exhibit to this registration statement. If the other
party to any such contract is a mutual service company or a subsidiary
service company which is a member of the same holding company system as
the registrant and as to which the Commission has made a favorable finding
in accordance with Rule 13-22, specific reference may be made to the
application or declaration filed by such company pursuant to Rule 13-22
and no further details need be given as to such contracts.
The affiliate contracts listed below are attached as Exhibits H-1
through H-5 hereto:
Exhibit No. Description
- ----------- -----------
H-1 Service Agreement between New Century Services, Inc. and utility
affiliates (filed as Exhibit B-2.1 to the Application-Declaration
of NCE on Form U-1, as amended, in File No. 70-8787).
H-2 Service Agreement between New Century Services, Inc. and Public
Service Company of Colorado (filed as Exhibit B-2.2 to the
Application-Declaration of NCE on Form U-1, as amended, in File
No. 70-8787).
H-3 Service Agreement between New Century Services Inc. and
non-utility affiliates (filed as Exhibit B-3 to the Application-
Declaration of NCE on Form U-1, as amended, in File No. 70-8787).
H-4 Affiliated Transactions Agreement between Utility Engineering
Corporation and Public Service Company of Colorado.
H-5 Affiliated Transactions Agreement between Utility Engineering
Corporation and Southwestern Public Service Company.
Additional agreements presently being negotiated to be filed by amendment.
LITIGATION
19. Describe briefly any existing litigation of the following descriptions, to
which the registrant or any subsidiary company thereof is a party, or of
which the property of the registrant or any such subsidiary company is the
subject, including the names of the parties and the court in which such
litigation is pending:
(1) Proceedings to enforce or to restrain enforcement of any order
of a State commission or other governmental agency;
(2) Proceedings involving any franchise claimed by any such company;
(3) Proceedings between any such company and any holder, in his
capacity as such, of any funded indebtedness or capital stock
issued, or guaranteed by such company, or between any such
company and any officer thereof;
(4) Proceedings in which any such company sues in its capacity as
owner of capital stock or funded indebtedness issued or
guaranteed by any other company;
(5) Each other proceeding in which the matter in controversy,
exclusive of interest and costs, exceeds an amount equal to 2%
of the debit accounts shown on the most recent balance sheet of
such company.
Information regarding litigation involving NCE and its subsidiaries
is set forth in the following documents, the applicable portions of which
are hereby incorporated by reference: Notes 2 and 3 in Item 1. Financial
Statements in NCE's quarterly report on Form 10-Q for the period ended
September 30, 1997 (File No. 1-12927); Note 2 in Item 1. Financial
Statements in PSCo's quarterly report on Form 10-Q for the period ended
September 30, 1997 (File No.
22
<PAGE>
1-3280); and Note 2 in Item 1. Financial Statements in SPS's quarterly
report on Form 10-Q for the period ended September 30, 1997 (File
No. 1-3789).
EXHIBITS
EXHIBIT A. Furnish a corporate chart showing graphically relationships
existing between the registrant and all subsidiary companies thereof as of the
same date as the information furnished in the answer to Item 8. The chart
should show the percentage of each class voting securities of each subsidiary
owned by the registrant and by each subsidiary company.
Corporate charts of NCE and its subsidiaries have been provided as
Exhibits A-1 through A-6.
EXHIBIT B. With respect to the registrant and each subsidiary company
thereof, furnish a copy of the charter, articles of incorporation, trust
agreement, voting trust agreement, or other fundamental document of
organization, and a copy of its bylaws, rules, and regulations, or other
instruments corresponding thereto. If such documents do not set forth fully
the rights, priorities, and preferences of the holders of each class of capital
stock described in the answer to Item 8(b) and those of the holders of any
warrants, options or other securities described in the answer to Item 8(d), and
of any limitations on such rights, there shall also be included a copy of each
certificate, resolution, or other document establishing or defining such rights
and limitations. Each such document shall be in the amended form effective at
the date of filing the registration statement or shall be accompanied by copies
of any amendments to it then in effect.
By permission of the Staff, in lieu of the exhibits required hereunder,
the disclosure requirements for Exhibit B have been limited to (i) the date and
state of incorporation for the registrant and each of its subsidiary companies
and (ii) a brief description of every subsidiary company of the registrant
including a statement as to whether each such company is active or inactive.
Such information is set forth in Items 4 and 5 hereof.
EXHIBIT C.
(a) With respect to each class of funded debt shown in the answers to Items
8(a) and 8(c), submit a copy of the indenture or other fundamental
document defining the rights of the holders of such security, and a copy
of each contract or other instrument evidencing the liability of the
registrant or a subsidiary company thereof as endorser or guarantor of
such security. Include a copy of each amendment of such document and of
each supplemental agreement, executed in connection therewith. If there
have been any changes of trustees thereunder, such changes, unless
otherwise shown, should be indicated by notes on the appropriate
documents. No such indenture or other document need be filed in
connection with any such issue if the total amount of securities that are
now, or may at any time hereafter, be issued and outstanding thereunder
does not exceed either $1,000,000 or an amount equal to 10% of the total
of the debit accounts shown on the most recent balance sheet of the
registrant or subsidiary company which issued or guaranteed such
securities or which is the owner of property subject to the lien of such
securities, whichever of said sums is the lesser.
OMITTED BY PERMISSION OF THE STAFF.
(b) As to each outstanding and uncompleted contract or agreement entered into
by registrant or any subsidiary company thereof relating to the
acquisition of any securities, utility assets (as defined in section
2(a)(18) of the Act), or any other interest in any business, submit a copy
of such contract or agreement and submit details of any supplementary
understandings or arrangements that will assist in securing an
understanding of such transactions.
OMITTED BY PERMISSION OF THE STAFF.
23
<PAGE>
EXHIBIT D. A consolidating statement of income and surplus of the registrant
and its subsidiary companies for its last fiscal year ending prior to the
date of filing this registration statement, together with a consolidating
balance sheet of the registrant and its subsidiary companies as of the close
of such fiscal year.
By permission of the Staff, Exhibit D will be filed by an amendment
to this document on or before May 1, 1998. Such amendment will disclose the
consolidating financial statements of NCE and its subsidiary companies as of
the fiscal year ended December 31, 1997.
EXHIBIT E. For each public utility company and natural gas producing and
pipe line property in the holding company system of the registrant, furnish the
following maps (properties of associate companies operating in contiguous or
nearby areas may be shown on the same map, provide property and service areas
of each company are shown distinctively).
(1) Map showing service area in which electric service is furnished,
indicating the names of the companies serving contiguous areas.
See Exhibit E-1 hereto.
(2) Electric system map showing location of electric property (exclusive
of local distribution lines) owned and/or operated, and information
as follows:
(a) Generating plants--kind and capacity;
(b) Transmission lines--voltage, number of circuits, kind of
supports, kind and size of conductors;
(c) Transmission substations--capacity.
(d) Distribution substations--capacity.
(e) Points of interconnection with all other electric utility
companies and with all electrical enterprises operated by
municipal or governmental agencies, giving names of such
companies and enterprises;
The information requested in item (2) can be found on the maps
included as Exhibits E-2, E-3, E-4, E-5 and E-6.
(3) Map showing service area in which gas service is furnished,
indicating the names of companies serving contiguous areas;
See Exhibit E-7 hereto.
(4) Gas system map showing location of gas property (exclusive of low
pressure local distribution lines) owned and/or operated, and
information as follows:
(a) Generating plants--kind and daily capacity;
(b) Holders--kind and capacity;
(c) Compressor stations--capacity in horsepower;
(d) Transmission pipe lines--size, approximate average transmission
pressure and the estimated daily delivery capacity of the
system;
(e) Points of interconnection with all other private and public gas
utilities, pipe lines, or producing enterprises; giving names of
such companies and other enterprises;
24
<PAGE>
(f) General location and outline of gas producing and reserve areas
and diagrammatic location of gathering lines.
See Exhibit E-8 hereto.
EXHIBIT F. Furnish an accurate copy of each annual report for the last
fiscal year ending prior to the date of the filing of this registration
statement, which the registrant and each subsidiary company thereof has
previously submitted to its stockholders. For companies for which no reports
are submitted the reason for omission should be indicated; provided that
electronic filers shall submit such reports in paper format only under cover of
Form SE.
Public Service Company of Colorado's Annual Report on Form 10-K and 10-K/A
for the period ending December 31, 1996 has been provided as Exhibit F-1.
Southwestern Public Service Company's Annual Report on Form 10-K for the
transition period from September 1, 1996 to December 31, 1996 has been provided
as Exhibit F-2. The 1997 annual report to shareholders of NCE has not yet been
prepared.
EXHIBIT G. Furnish a copy of each annual report which the registrant and
each public utility subsidiary company thereof shall have filed with any State
Commission having jurisdiction to regulate public utility companies for the
last fiscal year ending prior to the date of filing this registration
statement. If any such company shall have filed similar reports with more than
one such State commission, the registrant need file a copy of only one of such
reports provided that notation is made of such fact, giving the names of the
different commissions with which such report was filed, and setting forth any
differences between the copy submitted and the copies filed with such other
commissions. In the event any company submits an annual report to the Federal
Power Commission but not to a State commission, a copy of such report should be
furnished. In the case of a registrant or any public utility subsidiary
company for which no report is appended the reasons for such omission should be
indicated such as "No such reports required or filed;" provided that electronic
filers shall submit such reports in paper format only under cover of Form SE.
Exhibit G-1 1996 Annual Report of Public Service Company of Colorado to
the Federal Energy Regulatory Commission (FERC Form 1).
Exhibit G-2 1996 Annual Report of Public Service Company of Colorado to
the Public Utilities Commission of the State of Colorado.
Exhibit G-3 1996 Annual Report of Cheyenne Light, Fuel and Power
Company to the Public Service Commission of the State of
Wyoming.
Exhibit G-4 1996 Annual Report of Southwestern Public Service Company
to the Federal Energy Regulatory Commission.
Exhibit G-5 1996 Annual Report of Southwestern Public Service Company
to the Kansas Corporation Commission.
Exhibit G-6 1996 Annual Report of Southwestern Public Service Company
to the Oklahoma Corporation Commission.
Exhibit G-7 1996 Annual Report of Southwestern Public Service Company
to the Public Utility Commission of Texas.
Exhibit G-8 1996 Annual Report of Southwestern Public Service Company
to the New Mexico Public Utility Commission.
25
<PAGE>
EXHIBIT H. Typical forms of service, sales, or construction contracts
described in answer to Item 18.
See Exhibits H-1 through H-5.
This registration statement comprises:
(a) A cover page, followed by pages numbered 2 to 26 consecutively,
followed by pages 27 to 28, consecutively.
(b) The following Exhibits: the Exhibits shown on the attached exhibit
index.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the registrant has caused this registration statement to be duly signed
on its behalf in the City and County of Denver and State of Colorado, on the
2nd day of December, 1997.
New Century Energies, Inc.
By: /s/ Richard C. Kelly
--------------------------------------
Executive Vice President and
Chief Financial Officer
Attest:
/s/ Teresa S. Madden
- -----------------------------------
Controller and Corporate Secretary
VERIFICATION
State of Colorado )
) ss.
City and County of Denver )
The undersigned, being duly sworn, deposes and says that he has duly
executed the attached registration statement dated December 2, 1997, for and on
behalf of New Century Energies, Inc.; that he is the Executive Vice President
and Chief Financial Officer of such company; and that all action by
stockholders, directors, and other bodies necessary to authorize deponent to
execute and file such instrument has been taken. Deponent further says that he
is familiar with such instrument and the contents thereof, and that the facts
therein set forth are true to the best of his knowledge, information and
belief.
/s/ Richard C. Kelly
-----------------------------------
Subscribed and sworn to before me
this 2nd day of December, 1997.
- ------------------------------------
My commission expires:
26
<PAGE>
INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------------------------------------------------------------------
A-1 Corporate chart of New Century Energies, Inc. and Subsidiaries (filed
herewith on Form SE).
A-2 Corporate chart of Public Service Company of Colorado and
Subsidiaries (filed herewith on Form SE).
A-3 Corporate chart of NC Enterprises, Inc. and Subsidiaries (filed
herewith on Form SE).
A-4 Corporate chart of Quixx Corporation and Subsidiaries (filed herewith
on Form SE).
A-5 Corporate chart of Utility Engineering Corporation and Subsidiaries
(filed herewith on Form SE).
A-6 Corporate chart of e prime, inc. and Subsidiaries (filed herewith on
Form SE).
E-1 Map of service areas of NCE (filed herewith on Form SE)
E-2 Maps of PSCo's generating plants (filed herewith on Form SE).
E-3 Map of PSCo's transmission system and substations (filed herewith on
Form SE)
E-4 Maps of SPS electric system showing transmission lines (which
includes generating plant information) (previously filed on Form SE
as Exhibit E-3 to the Application-Declaration of NCE on Form U-1, as
amended, in File No. 70-8787).
E-5 Map of electric service areas of Colorado (filed herewith on Form SE)
E-6 Map of SPS electric transmission and distribution system (filed
herewith on Form SE)
E-7 Map of PSCo's gas territory (filed herewith on Form SE)
E-8 Map of PSCo's gas delivery system (filed herewith on Form SE)
F-1 Public Service Company's Annual Report on Form 10-K and 10-K/A for
the period ended December 31, 1996 (filed herewith on Form SE)
F-2 Southwestern Public Service Company's Annual Report on Form 10-K for
the transition period from September 1, 1996 to December 1, 1996
(filed herewith on Form SE)
G-1 1996 Annual Report of Public Service Company of Colorado to the
Federal Energy Regulatory Commission (FERC Form 1) (filed herewith on
Form SE)
G-2 1996 Annual Report of Public Service Company of Colorado to the
Public Utilities Commission of the State of Colorado (filed herewith
on Form SE).
G-3 1996 Annual Report of Cheyenne Light, Fuel and Power Company to the
Public Service Commission of the State of Wyoming (filed herewith on
Form SE).
G-4 1996 Annual Report of Southwestern Public Service Company to the
Federal Energy Regulatory Commission (filed herewith on Form SE).
27
<PAGE>
G-5 1996 Annual Report of Southwestern Public Service Company to the
Kansas Corporation Commission (filed herewith on Form SE).
G-6 1996 Annual Report of Southwestern Public Service Company to the
Oklahoma Corporation Commission (filed herewith on Form SE).
G-7 1996 Annual Report of Southwestern Public Service Company to the
Public Utility Commission of Texas (filed herewith on Form SE).
G-8 1996 Annual Report of Southwestern Public Service Company to the New
Mexico Public Utility Commission (filed herewith on Form SE).
H-1 Service Agreement between New Century Services, Inc. and utility
affiliates (previously filed as Exhibit B-2.1 to the Application-
Declaration of NCE on Form U-1, as amended, in File No. 70-8787).
H-2 Service Agreement between New Century Services, Inc. and Public
Service Company of Colorado (previously filed as Exhibit B-2.2 to the
Application-Declaration of NCE on Form U-1, as amended, in File No.
70-8787).
H-3 Service Agreement between NC Services Inc. and non-utility affiliates
(previously filed as Exhibit B-3 to the Application-Declaration of
NCE on Form U-1, as amended, in File No. 70-8787).
H-4 Affiliated Transactions Agreement between Utility Engineering
Corporation and Public Service Company of Colorado (allocation ratios
previously filed with Exhibit B-6 to the Application/Declaration of
NCE on Form U-1, as amended, in File No. 70-8787).
H-5 Affiliated Transactions Agreement between Utility Engineering
Corporation and Southwestern Public Service Company (allocation
ratios previously filed with Exhibit B-6 to the
Application/Declaration of NCE on Form U-1, as amended, in File No.
70-8787).
I-1 New Century Energies - Subsidiaries and Investments.
28
<PAGE>
(8/4/97)
EXHIBIT I-1
(QUESTION 5(a))
NEW CENTURY ENERGIES
SUBSIDIARIES AND INVESTMENTS
1. NCE
New Century Energies ("NCE") is a Delaware corporation. It is a public utility
holding company and owns all of the common stock of PSCo, SPS, Cheyenne, NC
Services, NC Enterprises, WGI, and PSCCC.(1)
- --------------------
(1) PSCo will transfer ownership of PSCCC to NCE as soon as it obtains the
approval of the Colorado Public Utilities Commissions.
<PAGE>
2. PSCo
Public Service Company of Colorado ("PSCo") is a direct subsidiary of NCE.
PSCo has the following subsidiaries: 1480 Welton, Inc. ("1480 Welton"), P.S.R.
Investments, Inc.("PSRI"), Fuel Resources Development Company ("Fuelco"), Green
and Clear Lakes Company ("Green and Clear Lakes"), and several small water and
ditch companies described in more detail below. For the present, NC
International is also a subsidiary of PSCo.
In 1996, PSCo sold over 25 million kilowatt hours (kWh) of electricity and 155
million cubic feet (Mcf) of gas at retail sales.
GENERATION. As of December 31, 1996, PSCo has a total net generating
capability of approximately 3,303 MW (megawatts) available from the following
units:
Arapahoe: Arapahoe is located in Denver, CO, and has an installed gross
capacity of 262 MW and a net dependable capacity of 246 MW. Its major
fuel source is coal.
Cabin Creek: A pumped storage hydro station located near Georgetown, CO,
Cabin Creek has a total capacity of 324 MW at maximum load and a net
dependable capacity of 162 MW.
Cameo: Cameo is located near Grand Junction, CO, and has an installed
gross capacity of 77 MW and a net dependable capacity of 72.7 MW. Its
major fuel source is coal.
Cherokee: Cherokee is located in Denver, CO, and has an installed gross
capacity of 784 MW and a net dependable capacity of 723 MW. Its major
fuel source is coal.
Comanche: Comanche is located near Pueblo, CO, and has an installed gross
capacity of 725 MW and a net dependable capacity of 660 MW. Its major
fuel source is coal.
Craig: Craig is located near Craig, CO, and is comprised of three units,
two of which are partially owned by PSCo. The total installed gross
capacity of the units is 894 MW, of which PSCo has a 9.72% undivided
ownership interest. PSCo's share in the installed gross capacity is 86.90
MW. Its share in the net dependable capacity is 83.20 MW. Its major fuel
source is coal.
Fort St. Vrain: Fort St. Vrain is located near Platteville, CO, and is in
the process of being repowered as a gas-fired combined cycle generating
plant that will have installed capacity of 471 MW when the repowering is
complete. The repowering of Phase 1A was completed in May 1996 with an
installed gross capacity of 141.45 MW and a net dependable capacity of
126.75 MW. Phase 1B, scheduled for completion in 1998, will have an
installed capacity of 102 MW, and Phase 2, scheduled for completion in
2000, will have an installed capacity of 239 MW. Its major fuel source is
natural gas.
<PAGE>
Hayden: Hayden, located near Hayden, CO, is comprised of two units, Units
1 and 2, which have gross maximum capabilities of 2O2.01 MW and 285.96 MW,
respectively. PSCo has a 75.5% undivided ownership interest in Unit 1 and
a 37.4% undivided ownership interest in Unit 2. Its total share in the
installed gross capacity of these units is 259.47 MW. Its total share in
the net dependable capacity is 236.90 MW. Its major fuel source is coal.
Pawnee: Pawnee is located near Brush, CO, and has an installed gross
capacity of 530 MW and a net dependable capacity of 495 MW. Its major
fuel source is coal.
Valmont: Valmont is located near Boulder, CO, and has an installed gross
capacity of 188 MW and a net dependable capacity of 178 MW. Its major
fuel source is coal.
Zuni: Zuni is located in Denver, CO, and has an installed gross capacity
of 115 MW and a net dependable capacity of 107 MW. Its major fuel source
is coal.
PSCo has six combustion turbine units at various locations. The total
installed gross capacity of these units is 209 MW. The units' net dependable
capacity is 171 MW.
In addition to Cabin Creek, PSCo has 14 hydro units at various locations,
including one station (two units) not owned by PSCo but operated by it under
contract. These units have a total installed gross capacity of 53.35 MW. The
units' net dependable capacity is 36.55 MW. Seasonal hydro plant net
dependable capabilities are based upon average water conditions and limitations
for each particular season. The individual plant seasonal capabilities are
sometimes limited by less than design water flow.
PSCo has two diesel generators with a total of 5.5 MW installed gross capacity
and net dependable capacity.
PSCo purchases capacity and energy from various regional utilities and other
facilities in order to meet energy needs of its customers. Together, PSCo and
Cheyenne purchased approximately 37% of the total electric system energy input
for 1995.
PSCo's steam heating property at December 31, 1996, consisted of 10.5 miles of
transmission, distribution, and service lines in the business district of
Denver, including a steam transmission line connecting the steam heating system
with PSCo's Zuni electric power plant. Steam is supplied from boilers
installed at PSCo's Denver Steam Plant, which has a capability of 295,000
pounds of steam per hour under sustained load. An additional 300,000 pounds of
steam per hour is available from PSCo's Zuni electric generating plant on a
peak demand basis. PSCo also owns service and office facilities in Denver and
other communities located throughout its service territory.
TRANSMISSION. PSCo's transmission system is located primarily within Colorado,
although small portions of two jointly-owned lines are located in New Mexico
and Nebraska, both along the Colorado border. The system is interconnected
with the systems of other utilities with which
<PAGE>
PSCo has major firm purchase power contracts. PSCo's transmission system
also interconnects with the system of the Western Area Power Administration
("WAPA"). A map of the transmission system is enclosed following this
document.
DISTRIBUTION. Public Service Company of Colorado distributes electricity to
approximately 1.2 million customers, most of whom are located in the Denver
metropolitan area. Other major cities served include Grand Junction and
Pueblo, as well as some mountain communities.
GAS FACILITIES. The gas property of PSCo at December 31, 1996, consisted
chiefly of approximately 15,304 miles of distribution mains ranging in size
from 0.50 to 30 inches and related equipment. The Denver distribution system
consisted of 8,691 miles of mains. PSCo also owns and operates four
underground gas storage facilities: Roundup, Asbury, Fruita (all conventional
depleted gas reservoirs), and Leyden (a converted mined cavem). These combined
facilities have a maximum working volume of 18,974,000 Mcf, and a maximum daily
send out capacity of 252,000 Mcf/day. The company has one million natural gas
customers.
PSCO SUBSIDIARIES:
1480 WELTON: 1480 Welton holds certain of PSCo's real estate used or
intended to be used in the utility business of PSCo. 1480 Welton does not
hold interests in any other types of properties, nor does it offer
services to non-system companies.
FUELCO: Fuelco was formed to engage in natural gas and oil exploration
and production. Fuelco is now a corporation in dissolution under Colorado
law, and substantially all of Fuelco's assets have been sold.
GREEN AND CLEAR LAKES AND DITCH COMPANIES: Green and Clear Lakes stores
water for use by a PSCo hydroelectric facility. The Ditch Companies also
own utility water rights.
PSRI: PSRI owns certain life insurance policies acquired prior to 1986 on
certain PSCo employees and retirees. PSRI does not intend to acquire any
new policies or engage in any other active business. PSRI accounts for
only 1.4% and 1.6% of PSCo's consolidated revenue in the years ended
December 31, 1995 and December 31, 1996, respectively.
DITCH COMPANIES: PSCo holds a greater than 50% interest in several other
relatively small ditch and water companies: East Boulder Ditch Company,
Hillcrest Ditch and Reservoir Company, United Water Company, Consolidated
Extension Canal Company, Enterprise Ditch Company, and Las Animas
Consolidated Canal Company. PSCo also holds a less than 50% interest in
the following small ditch and water companies: Fisher Ditch Water Company,
Bough Lateral Ditch Company, Beenan Irrigating Ditch and Milling Company
and Jones and Donelley Ditch Company. Each of these ditch and irrigation
companies was acquired for the purpose of providing cooling water for
generation facilities. All but two of them are currently utilized in that
capacity. The
<PAGE>
remaining two companies are being held in anticipation of the need to build
additional generation facilities in the future.
NC INTERNATIONAL: NC International owns a 50% interest in Yorkshire Power
Group Limited, which through a wholly-owned subsidiary called Yorkshire
Holdings plc, has acquired Yorkshire Electricity Group plc, a regional
electric company operating in the United Kingdom. NC International is
likely to become a wholly-owned subsidiary of e prime, of NC Enterprises,
or of NCE directly. It will not remain a subsidiary of PSCo. except
during an interim period.
<PAGE>
3. SPS
Southwestern Public Service Company ("SPS") is also a direct subsidiary of NCE.
For the fiscal year 1996, SPS sold approximately 21 billion kWh of electric
energy (retail and wholesale).
GENERATION. At December 31, 1996, SPS had a total of 4,135 MW net generation
capability. SPS's steam generation stations have a combined net capability of
3,990 MW. These stations are:
Harrington: Harrington, located near Amarillo, TX, has a net capability
of 1,066 MW. Its principal fuel source is coal.
Tolk: Tolk, located near Muleshoe, TX, has a net capability of 1,080 MW.
Its principal fuel source is coal.
Jones: Jones, located near Lubbock, TX, has a net capability of 486 MW.
Its principal fuel source is natural gas.
Plant X: Plant X, located near Earth, TX, has a net capability of 442 MW.
Its principal fuel source is natural gas.
Nichols: Nichols, located near Amarillo, TX, has a net capability of 457
MW. Its principal fuel source is natural gas.
Cunningham: Cunningham, located near Hobbs, NM, has a net capability of
267 MW. Its principal fuel source is natural gas.
Maddox: Maddox, located near Hobbs, NM, has a net capability of 118 MW.
Its principal fuel source is natural gas.
Moore County: Moore County, located near Sunray, TX, has a net capability
of 48 MW. Its principal fuel source is natural gas.
CZ-2: CZ-2, located near Pampa, TX, has a net capability of 26 MW. Its
principal fuel source is purchased steam.
SPS's other electric generation facilities - gas turbines and diesel engines -
have a total net capability of 145 MW. These stations are:
Carlsbad (gas turbine): Carlsbad, located in Carlsbad, NM, has a net
capability of 16 MW.
CZ-1 (gas turbine): CZ-1, located near Pampa, TX, has a net capability of
13 MW.
<PAGE>
Maddox (gas turbine): Maddox, located near Hobbs, NM, has a net
capability of 76 MW.
Riverview (gas turbine): Riverview, located near Borger, TX, has a net
capability of 25 MW.
Tucumcari (diesel engine): Tucumcari, located in Tucumcari, NM, has a net
capability of 15 MW.
TRANSMISSION. The SPS transmission system is in the southwest corner of the
Eastern Interconnection of the United States and is a member of the Southwest
Power Pool ("SPP"), one of the seven reliability councils in the Eastern
Interconnection. SPS is bordered to the south and southeast by the Electric
Reliability Council of Texas ("ERCOT") and to the west by the WSCC. SPS is not
interconnected with ERCOT.
SPS is connected with utilities west of its service territory through two high
voltage direct current interconnections in New Mexico and has four
interconnecting transmission lines with utilities of the SPP.
DISTRIBUTION. SPS provides electricity to approximately 365,000 customers in
four states, including Texas, New Mexico, Oklahoma and Kansas. Major
communities it serves include Amarillo and Lubbock, Texas, and Roswell, New
Mexico.
<PAGE>
4. CHEYENNE LIGHT, FUEL & POWER
Cheyenne is also a direct subsidiary of NCE. Cheyenne does not generate any
electricity, but purchases all of its electric energy requirements from an
unaffiliated electric utility. Cheyenne does own five small diesel generating
units (nameplate rating of 2 MW each), which are held on cold standby and which
have been contractually placed under the control of the unaffiliated electric
utility company that supplies all of Cheyenne's electric energy requirements.
Cheyenne owns two 115 KV transmission line segments that total 25.5 miles in
length that fall within and are operated by WAPA's Loveland control area.
The gas property of Cheyenne at December 31, 1996, consists chiefly of
approximately 551 miles of distribution/transmission mains ranging in size from
1 to 16 inches and related equipment.
<PAGE>
5. NC SERVICES
NC Services has been incorporated in Delaware to serve as the service company
for the NCE system. NC Services will provide PSCo, SPS, Cheyenne, and the
other companies of the NCE system with a variety of administrative, management,
engineering, construction, environmental, and support services. NC Services
will enter into individual service agreements with all of the direct and
indirect subsidiaries and affiliates of NCE that utilize its services.
<PAGE>
6. NC ENTERPRISES
NC Enterprises is a direct subsidiary of NCE incorporated to serve as a holding
company for the following non-utility businesses: Quixx, Utility Engineering,
Natural Fuels Corporation ("Natural Fuels")and e prime.(2) NC Enterprises may
also directly acquire the capital stock of NC International.
NCE Enterprises Subsidiaries:
QUIXX. The primary business of Quixx is investing in and developing
cogeneration and energy-related projects. In 1996, Quixx invested $9.8
million in such projects. Quixx operates, as a division, Amarillo Railcar
Services, a railcar maintenance facility that provides inspection, light
and heavy maintenance, and storage for unit trains. A majority of these
services are provided for railcars that transport coal for use by SPS. In
addition, Quixx has royalty interests in coal and other minerals produced
and to be produced from certain New Mexico properties owned by the
Pittsburgh and Midway Coal Mining Company. Quixx also finances sales of
heat pumps and markets other non-utility goods and services.
Quixx has nine wholly-owned subsidiaries, eight of which hold partnership
interests in various energy-related limited partnerships. In addition,
Quixx directly holds interests in four other entities. The following is a
description of Quixx's subsidiaries and investments:
BCH. Quixx holds a 42% limited partnership interest in BCH Energy
Limited Partnership ("BCH"), which owns a waste-to-energy facility
located near Fayetteville, North Carolina. The operation of the BCH
facility has been suspended. The Facility provided steam to a Du
Pont De Nemours & Company ("Du Pont") plant near Fayetteville and
electric power to Carolina Power & Light Company. In December of
1996, because of the operational problems that rendered the project
not economically viable, Quixx wrote off approximately S 16 million,
representing its entire investment in the project. Subsequently,
Quixx made an additional write off of approximately the same
magnitude.
VEDCO. Quixx holds a 95% interest in Vedco Louisville L.L.C., which
owns a facility consisting of two gas-fired boilers providing steam
to a Du Pont plant in Louisville, Kentucky.
QUIXX JAMAICA, QUIXX JAMAICA POWER AND KES JAMAICA. Quixx Jamaica,
Inc. owns a 99% limited partnership interest in KES Jamaica, L.P.,
which owns a 42.3 MW oil-fired combustion turbine power plant located
in Montego Bay, Jamaica, W.I., and sells electricity to Jamaica Power
Services. The remaining 1% general
- --------------------
(2) NCE currently expects to establish a company (as yet unnamed) that will
sell, finance, install, and service satellite receiver dishes and a
variety of ancillary components to enable customers to receive direct
broadcast satellite service. NC Enterprises will directly hold this
company.
<PAGE>
partnership interest is owned by KES Montego, Inc. Quixx Jamaica
Power, Inc. has reached an agreement in principle to acquire 100% of
the stock of KES Montego, Inc. Both Quixx Jamaica, Inc. and Quixx
Jamaica Power, Inc. are wholly-owned subsidiaries of Quixx.
QUIXX CAROLINA AND CAROLINA ENERGY. Quixx holds a 32-1/3% limited
partnership interest and, through Quixx Carolina, Inc., a wholly-
owned subsidiary of Quixx, a 1% general partnership interest in
Carolina Energy, Limited Partnership ("Carolina Energy"), which is
developing, and will own and operate solid waste fueled cogeneration
facilities in Wilson and Lenoir Counties, North Carolina. These
facilities will provide steam to a Du Pont plant and will sell
electric power to Carolina Power & Light Company. The project is a
companion to the BCH project described above, and Quixx and the other
debt and equity owners of the project are currently studying the
economic viability of it. Quixx has approximately $13.2 million
invested in this project.
WINDPOWER PARTNERS AND QUIXX WPP94. Quixx holds a 24.67% limited
liability partnership interest and, through Quixx WPP94, Inc., a
wholly-owned subsidiary of Quixx, a 0.33% general partnership
interest in Windpower Partners, 1994, L.P., which owns a 35 MW wind
plant in Texas and sells the electricity to the City of Austin and
the Lower Colorado River Authority.
QUIXX POWER SERVICES. Quixx Power Services, Inc. ("QPS"), a wholly-
owned subsidiary of Quixx, has operated and maintained the BCH
facility in North Carolina and will operate and maintain the Linden
cogeneration facility and KES Jamaica facility.
DENVER CITY AND QUIXX MUSTANG STATION. Quixx has recently entered
into a memorandum of understanding with Golden Spread Electric
Cooperative, Inc. and an unaffiliated independent power producer to
construct a 488 MW combined cycle generating facility to be called
the Mustang Station which, subject to obtaining regulatory approvals,
would be completed by 1998. Golden Spread and a limited partnership
called Denver City Energy Associates, L.P. ("Denver City Energy
Associates") (of which Quixx will be a general partner and own a 50%
interest) would each own a 50% undivided interest in the Station.
Quixx will hold its interest in Denver City Energy Associates through
a wholly-owned subsidiary, Quixx Mustang Station, Inc. The power
from the station would be supplied principally to Golden Spread. The
station will be interconnected with the SPS system.
QUIXX WRR AND QUIXX RESOURCES. Quixx holds a 1% general partnership
interest and, through Quixx, Resources, Inc., a wholly-owned
subsidiary of Quixx, a 99% limited partnership interest in Quixx WRR,
L.P., which will hold all of Quixx's water rights located in Roberts,
Gray, Hutchinson and Carson Counties, Texas.
<PAGE>
QUIXX LINDEN AND QUIXXLIN. Quixx holds a 99% limited partnership
interest and through Quixxlin Corp., a wholly-owned subsidiary of
Quixx, a 1% general partnership interest in Quixx Linden, L.P., which
will construct a 23 MW cogeneration facility that will provide
electricity, steam and compressed air to General Motors at its plant
located in Linden, New Jersey. At least 50% of Quixx's interest will
be sold to an unaffiliated party upon completion of the facility.
QUIXX BORGER COGEN AND BORGER ENERGY ASSOCIATES. In February, 1997,
Quixx announced it will hold a 50% interest in the proposed 216 MW
cogeneration plant that would be located at the Phillips Refinery
Complex near Borger, Texas. Quixx will hold this interest through a
wholly-owned subsidiary, Quixx Borger Cogen, Inc. ("Borger CoGen"),
which will in rum be a 50% partner of Borger Energy Associates, L.P.,
the owner of the plant. Quixx will share ownership of the facility
with LS Power. Construction is expected to begin in 1997 and the
plant is expected to be operational in the summer of 1998.
MOSBACHER COMPANIES. Quixx has recently executed an agreement to
purchase a 50% membership interest in Mosbacher Power Group, L.L.C.
and Mosbacher Power International, L.L.C. (together the "Mosbacher
Companies"), which are independent power development companies with
interests in the development stage in Cambodia, Colombia, Mexico, and
Brazil.
UTILITY ENGINEERING. UE is a wholly-owned subsidiary of NC Enterprises.
It is engaged in a variety of engineering, development, design,
procurement, construction and other related services. UE also owns 25
electric substations. These substations are leased to 12 industrial
customers of SPS. Although UE does a substantial amount of work for NCE
companies, UE is primarily involved in projects for non-affiliate
customers, providing general engineering, development, design, procurement
construction and other related services. UE owns three subsidiaries:
VISTA ENVIRONMENTAL. UE owns 49% of Vista Environmental. Vista
Environmental performs environmental consulting services, client-
regulatory interfacing, site assessments, due diligence, waste
management planning, remedial action design and implementation,
groundwater valuation, mineral surveys, and on-site field supervision
in both the private and governmental sectors and is providing site
remediation services, and will continue to provide site remediation
and other services.
UTILITY SERVICES. Utility Services provides services related to the
engineering, design, procurement, and construction of cooling towers
for power plants, as well as plant construction, distribution,
operation and maintenance activity, resource recovery, and wood
product fabrication (cooling tower components and
<PAGE>
utility pole crossarms) to unaffiliated parties. Such services may
also be provided to utility and non-utility subsidiary companies and
affiliates.
PRC. PRC provides a technical personnel resource database service.
Its database is comprised of names of individuals with technical
expertise who can be dispatched to provide temporary services.
NATURAL FUELS. NC Enterprises owns 83.63% of this subsidiary, which
engages in the commercialization of compressed natural gas as a motor
fuel. Services that Natural Fuels offers to third parties include
conversion of vehicles to operate on natural gas or propane; construction,
ownership, and operation of compressed natural gas fueling facilities; and
the assembly and sale of compressed natural gas fueling facility
equipment. Natural Fuels has the following direct subsidiaries and
investments:
NATURAL/TOTAL. Natural Fuels has a 50% ownership interest in
Natural/Total Limited Liability Company, which owns and operates
natural gas fueling stations located at Total Petroleum Gas Stations
in Colorado.
NATURAL/PEOPLES. Natural Fuels has a 50% profits interest (25%
capital interest) in Natural/Peoples Limited Liability Company, a
Wyoming L.L.C., which owns and operates one natural gas fueling
station located in Castle Rock, Colorado.
NATURAL/TOTAL/KN. Through Natural/Total, Natural Fuels owns a 67%
ownership interest in Natural/Total/KN Limited Partnership, which
owns the profits interest in the natural gas fueling stations located
at Total Petroleum sites in the Colorado towns of Grand Junction and
Glenwood Springs.
E PRIME: e prime is an energy services company that engages in a broad
array of energy-related activities and consumer services. Because e prime
is a start-up company formed in 1995, its activities are in their
preliminary phases. The energy related activities e prime is developing
and engaging in, or intends to develop and engage in, include: electric
and gas brokering and marketing at both the wholesale and, where
authorized by state law, retail levels; energy consulting and project
development services; construction, operation and ownership of electric
generation and gas storage facilities; and construction, operation and
ownership of equipment and facilities to gather and disseminate energy-
related management information. Other consumer service activities e prime
is engaging in or intends to engage in include information processing,
telecommunications, and other technology-based services. The following is
a fuller description of e prime's current activities and the associated e
prime subsidizes:
MARKETING: e prime is currently engaged in purchasing gas and
electricity from, and reselling it to, utility and non-utility
companies at negotiated rates reflecting market conditions. As part
of its marketing activities, e prime intends to employ risk
management strategies - e.g., swaps, options, and futures contracts -
to
<PAGE>
enable buyer's to hedge against adverse price changes. e prime is
currently engaging in electric and, gas marketing.
Marketing Subsidiaries:
E PRIME MARKETING. e prime is presently evaluating whether to
transfer these marketing activities to a special purpose
subsidiary, e prime Marketing.
CONSULTING SERVICES: e prime also provides demand side management
services and intends to provide other consulting services to
commercial and industrial customers. These services include or are
expected to include energy analysis, project management, design and
construction, energy efficient equipment installation and
maintenance, facilities management services, environmental services
and compliance, fuel procurement, and other similar kinds of
managerial and technical services.
FACILITIES: e prime is constructing or owns and operates electric
generation, transmission, and distribution and gas storage facilities
(both foreign and domestic) and is continuing to evaluate additional
projects.
Facilities Subsidiaries:
JOHNSTOWN COGENERATION. e prime owns a 50% interest in
Johnstown Cogeneration, which owns a 3 MW facility located in
Johnstown, Colorado.
E PRIME INTERNATIONAL, E PRIME. OPERATING AND KAZAK POWER
PARTNERS. e prime international has a 25% interest in Kazak
Power Partners Limited, which owns Karaganda II, an electric
generating unit located in Topar, Kazakstan. e prime
international also wholly owns e prime operating, which has
entered into a contract to operate Karaganda II, and intends to
enter into other operating arrangements.
E PRIME (BELIZE). e prime also established e prime (Belize)
Limited to develop, own, and operate a facility in Belize.
However, it does not appear that e prime will pursue that
project, and e prime (Belize) Limited will probably be
dissolved.
EP3. e prime has a 50% partnership interest (20% general
partnership interest, 30% limited partnership interest) in ep3,
which was formed to engage, or invest, in the business of
marketing, developing, financing, constructing, managing, and
operating electrical energy transmission, distribution, or
generation facilities. It is expected that the primary focus
<PAGE>
of these activities will be on Latin America and other emerging
foreign markets; no domestic activities are presently
contemplated.
TELECOMMUNICATIONS, INFORMATION, AND OTHER TECHNOLOGY BASED SERVICES:
A potential business expansion by e prime is the provision of
telecommunications, information, and other technology-based services.
Telecommunications Subsidiaries:
E PRIME TELECOM. e prime Telecom intends to provide long-haul
fiber capacity using excess capacity on PSCo's fiber system on a
wholesale basis to non-NCE companies.
E PRIME NETWORKS. e prime Networks was established by e prime
to develop and operate a fixed remote meter reading network to
provide meter reading services to PSCo for electric and gas
operations in the Denver metropolitan area. e prime Networks
may also provide such services to other electric and gas
utilities, and perhaps to water utilities as well. This network
will consist of meter reading devices attached to the utility
poles of PSCo, and perhaps other utilities, that will be able to
read adapted meters in surrounding sectors.
NATURAL GAS MARKETING: e prime has established two subsidiaries to
engage in marketing of natural gas and related services:
Natural Gas Subsidiaries:
YOUNG GAS: e prime holds all of the outstanding shares of Young
Gas, a limited liability company. Young Gas owns 47.5% interest
in a limited partnership that owns a gas storage facility that
stores gas underground primarily for use in PSCo's gas
operations.
TEXAS OHIO GAS AND TEXAS OHIO PIPELINE. e prime also owns Texas
Ohio Gas, a natural gas marketer at both the retail and
wholesale levels. Texas Ohio Gas is also engaged in an electric
retail pilot program in New York.
In connection with its purchase of Texas Ohio Gas, e prime also
purchased 100% of the shares of Texas Ohio Pipeline, which owns
a 900-foot FERC-regulated interstate gas pipeline linking the
pipelines of Texas Eastern Transmission Corporation and
Tennessee Gas Pipeline Company. This pipeline provides
operational flexibility, allowing gas to be moved from one
pipeline to another, that can be used to assist in Texas Ohio
Gas's marketing activities.
<PAGE>
7. WESTGAS INTERSTATE, INC.
WGI is a direct subsidiary of NCE. It's a natural gas transmission company
operating in Colorado and Wyoming. WGI's interstate pipeline system consists
of approximately 0.23 miles of 8-inch pipe, 11.45 miles of 4-inch pipe, a
300-foot 8-inch discharge main, and a meter station. The facilities extend from
PSCo's Chalk Bluffs meter station in Weld County, Colorado, approximately two
miles south of the Wyoming border, north to the WestGas Paraffin Meadows meter
station in Laramie County, Wyoming. This meter station is interconnected with
the Cheyenne distribution system, approximately four miles south of the City of
Cheyenne, Wyoming.
The system's peak day capacity is 13 MMcf, and annual throughput is 2,900 MMcf.
Annual 1996 revenues were approximately $114,000. WGI currently serves only
two customers: Cheyenne and Frontier Oil and Refining Company.
<PAGE>
8. PSCCC
PSCCC engages in financing and factoring of certain of PSCo's fuel inventories
and customer accounts receivable. After a short period of time, PSCCC will
become a direct subsidiary of NCE and engage in factoring and similar
transactions with other companies in the NCE holding company system, including
SPS. PSCCC may also provide factoring services to unaffiliated utilities.
<PAGE>
AFFILIATED TRANSACTIONS AGREEMENT
BETWEEN
UTILITY ENGINEERING CORPORATION
AND
PUBLIC SERVICE COMPANY OF COLORADO
This Affiliated Transactions Agreement is made and entered into this 29th
day of September, 1997, by and between Utility Engineering Corporation ("UE")
and Public Service Company of Colorado ("PSCo") (each individually a "Party,"
and collectively, "Parties").
WITNESSETH
WHEREAS, Parties are associate companies within the New Century Energies,
Inc. system and affiliates of one another.
WHEREAS, UE is a company that provides, among other things, engineering,
development, design, construction, and other related services.
WHEREAS, PSCo is a public utility company that provides electric and gas
services in the State of Colorado.
WHEREAS, Parties in accordance with the terms of this Agreement agree to
provide construction, goods, and services to one another, as those terms are
defined in Rule 80 of the rules of the Securities and Exchange Commission
("SEC") under the Public Utility Holding Company Act of 1935 ("SEC Rules").
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Parties covenant and agree as follows:
ARTICLE I - SERVICES
Section 1.1 Upon the receipt of a written work order submitted by UE,
PSCo may provide any of the services specified in Attachment A to UE.
Section 1.2 The SEC has authorized UE to perform on behalf of PSCo
engineering, development, design, construction, and other related services. In
accordance with that authorization, UE will perform such activities on behalf
of PSCo upon the submission by PSCo to UE of a written work order. To the
extent that UE's provision of these services on behalf of PSCo requires that UE
obtain goods or materials from outside vendors and suppliers, UE shall
coordinate with PSCo to use its existing supply arrangements to the extent
possible or practicable. Moreover, in accordance with the terms of Attachment
B, PSCo authorizes UE to execute, enforce, and comply with certain written
instruments on its behalf.
<PAGE>
Section 1.3 The determination of whether one company (the "Delivering
Party") has the available personnel and resources to perform a requested
service for another (the "Receiving Party") in accordance with a work order
will be entirely within the discretion of the Delivering Party: the Delivering
Party may at its sole option elect not to perform any requested service, except
that, once having agreed to perform a service, the Delivering Party shall not
withdraw or depart from such performance until completion, or upon less than 30
days notice in the case of services of a continuing nature, unless the
Receiving Party consents (with such consent not to be unreasonably withheld),
or emergency circumstances require, otherwise.
Section 1.4 The Receiving Party shall have the right from time to time to
amend, alter or rescind any work order provided that (i) any such amendment or
alteration that results in a material change in the scope of the services to be
performed or equipment to be provided is agreed to by the Delivering Party,
(ii) the cost for the services covered by the work order shall include any
expense incurred by the Delivering Party as a direct result of such amendment,
alteration or rescission of the work order, and (iii) no amendment, alteration
or rescission of a work order shall release the Receiving Party from liability
for all costs already incurred by or contracted for by the Delivering Party
pursuant to a work order, regardless of whether the services associated with
such costs have been completed.
Section 1.5 Companies intend that the relation between them created by
this Article I of this Agreement is that of employer-independent contractor.
No employee or agent of a Delivering Party while performing any requested
service shall be deemed to be an employee or agent of the Receiving Party. The
Receiving Party is interested only in the results obtained under this Article I
of this agreement. The manner and means of performing any requested services
are to be under the sole control of the Delivering Party, and the Delivering
Party in the provision of such services may arrange, where it deems
appropriate, for the services of such experts, consultants, advisers, vendors,
subcontractors and other necessary persons with necessary qualifications as are
required for or pertinent to the provision of such services. None of the
benefits provided by the Receiving Party to its employees, including, but not
limited to, workers' compensation insurance and unemployment insurance, are
available from the Receiving Party to the employees or agents of the Delivering
Party. The Delivering Party will be solely and entirely responsible for its
acts and for the acts of its employees and agents during the performance of any
services under this Article I.
Section 1.6 In performing services, the Delivering Party will exercise
due care to assure that the services are performed in an appropriate manner,
meet the standards and specifications set forth in the applicable work order,
and comply with applicable standards of law and regulation. However, failure
to meet these obligations shall in no event subject the Delivering Party to any
claims by or liabilities to the Receiving Party other than to reperform the
services and be reimbursed at the applicable rate specified in Article III for
such reperformance. The Delivering Party makes no other warranty with respect
to its performance of the services, and the Receiving Party agrees to accept
such services without further warranty of any nature.
2
<PAGE>
ARTICLE II - LOANED EMPLOYEES AND LOANED EQUIPMENT
Section 2.1 At the request of either Party (the "Borrowing Party"), the
other Party (the "Loaning Party") may, but shall not be obligated to, loan
certain of the Loaning Party's employees (the "Loaned Employees") to the
Borrowing Party for the purposes of providing such services (consistent with
Section 1.1 where UE is the Borrowing Party and with Section 1.2 where PSCo is
the Borrowing Party), required by the Borrowing Party for the Borrowing Party
to meet its needs and obligations.
Section 2.2 At the request of the Borrowing Party, the Loaning Party may,
but shall not be obligated to, loan certain equipment (the "Loaned Equipment")
- - including but not limited to, vehicles, machinery, and tools - to the
Borrowing Party for the Borrowing Party to meet its needs and obligations.
Section 2.3 The Loaning Party's obligation under this agreement to
provide Loaned Employees and Loaned Equipment to the Borrowing Party shall be
completely at the discretion of the Loaning Party and the times and duration of
use of Loaned Employees or Loaned Equipment by the Borrowing party shall at all
times be under the complete control of the Loaning Party.
Section 2.4 During any time that employees are loaned under this
agreement, the Borrowing Party shall have complete control over the work
activities of the Loaned Employees (subject to any restrictions specified by
the Loaning Party). Notwithstanding the foregoing, the Loaned Employees shall
remain the employees of the Loaning Party and shall be compensated by the
Loaning Party.
Section 2.5 During any time that equipment is loaned under this
agreement, the Borrowing Party shall have complete control over the use of the
Loaned Equipment (subject to any restrictions specified by the Loaning Party).
The Borrowing Party shall reimburse the Loaning Party for any damage to the
Loaned Equipment occurring while under the control of the Borrowing Party,
normal wear and tear excepted.
Section 2.6 The Parties shall make permanent records of all Loaned
Employees and Loaned Equipment, which records shall include the names of Loaned
Employees, the description of Loaned Equipment, the times that Loaned Employees
or Loaned Equipment are in fact loaned to a Borrowing Party, and the general
duties of the Loaned Employees during the periods of time such Loaned Employees
are under the control and direction of the Borrowing Party.
Section 2.7 The Borrowing Party shall exonerate, protect, indemnify,
defend, and hold harmless the Loaning Party from and against any and all
liabilities, expenses, claims, and damages of every kind, including, without
limitation, injury to or death of any person or persons (including the Loaned
Employees), and for damage to or loss of property, arising out of or
attributed, directly or indirectly, to operations, performance, or
nonperformance of Loaned Employees (while such Loaned Employees are under the
control of the Borrowing Party) under this agreement, irrespective of the legal
theory upon which any such claim or suit may be based.
3
<PAGE>
Section 2.8 The Borrowing Party shall exonerate, protect, indemnify,
defend, and hold harmless the Loaning Party from and against any and all
liabilities, expenses, claims, and damages of every kind (including those
arising out of or attributed, directly or indirectly, to or resulting from any
and all acts or omissions of the Loaning Party, whether caused by the sole
negligence of the Loaning Party or by the concurrent negligence of the Loaning
Party), including, without limitation, injury to or death of any person or
persons, and for damage to or loss of property, arising out of or attributed,
directly or indirectly, to use of the Loaned Equipment under this agreement
and/or relating in any way to the Loaned Equipment (while such Loaned Equipment
is under the control of the Borrowing Party), irrespective of the legal theory
upon which any such claim or suit may be based.
Section 2.9 THE BORROWING PARTY ACKNOWLEDGES THAT IT HAS MADE ALL
INSPECTIONS OF THE LOANED EQUIPMENT IT DEEMS NECESSARY. EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT THE BORROWING PARTY AGREES TO ACCEPT THE
LOAN OF THE LOANED EQUIPMENT "AS IS" AND "WHERE IS" AND THE LOANING PARTY MAKES
NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO
THE VALUE, CONDITION, SALABILITY, OBSOLESCENCE, MERCHANTABILITY, FITNESS OR
SUITABILITY FOR USE, OR WORKING ORDER OF THE LOANED EQUIPMENT.
ARTICLE III - COMPENSATION
Section 3.1 Where PSCo is the Receiving Party under Article I, it shall
pay UE as the Delivering Party "cost" for the provided services, with cost
determined in accordance with SEC Rule 91. Attachment C hereto, which may be
updated annually, specifies the cost-based rates that UE shall charge PSCo.
Section 3.2 Where PSCo is the Delivering Party under Article I, UE shall
pay PSCo for provided services a rate no less than cost, with cost determined
in accordance with SEC Rule 91.
Section 3.3 Where a Delivering Party provides goods, construction, or
services simultaneously on behalf of the Receiving Party and one or more
associate companies within the NCE system, the costs for such goods,
construction, or services shall be fairly and equitably distributed among the
Receiving Party and such other receiving associate companies using one or more
of the allocation ratios specified in Attachment B. The Delivery Party shall
specify the allocation ratio(s) to be used in the applicable work orders.
Section 3.4 By the 25th day of each month, each Company shall render an
invoice for all services provided by it to the other Company during the prior
month. Such invoices shall be paid within 30 days.
4
<PAGE>
ARTICLE IV - TERM
Section 4.1 This Agreement shall become effective immediately upon its
execution, and shall continue in force until terminated by either Company, such
termination to be on not less than one year's prior written notice. Moreover,
in the event that it is determined that the terms of this Agreement conflict
with any regulatory requirement, Companies agree to negotiate in good faith to
modify the Agreement so as to comply with such requirements while preserving
the benefits of the Agreement to the greatest extent possible; provided,
however, that if the Companies cannot agree to such modifications, the
Agreement may be terminated immediately (although each Company shall remain
liable for any work already performed).
UTILITY ENGINEERING CORPORATION
/s/ Albert A. Smith
--------------------------------------------
Name: Albert A. Smith Date
Title: President
PUBLIC SERVICE COMPANY OF COLORADO
/s/ Wayne Brunetti
--------------------------------------------
Name: Wayne Brunetti Date
Title: Vice Chairman, President & COO
5
<PAGE>
ATTACHMENT A
DESCRIPTION OF SERVICES TO BE PROVIDED BY
PUBLIC SERVICE COMPANY OF COLORADO TO UTILITY ENGINEERING
CORPORATION UNDER THE AFFILIATED TRANSACTIONS AGREEMENT
Substation construction, maintenance and operations
Substation engineering and support
Power plant facilities, equipment, tools, personnel
Plant engineering and support
Use of facilities and real property
6
<PAGE>
ATTACHMENT B
APPROVAL AUTHORITY FOR COMMODITY SERVICES
The President and CEO of UE is hereby authorized to execute, enforce and
comply with all contracts, purchase orders, vouchers, or other documents
(collectively, "Documents") entered into on behalf of New Century Energy
"NCE's" Commodity Services organization up to a value of $1 million, and where
there is no extraordinary or precedent-setting feature (i.e., non-routine) of
the Documents. For Documents requiring authorization greater than this amount,
or where the Document is of extraordinary or precedent-setting nature,
Commodity Services' authorized executive or manager approval is required.
For ongoing Public Service Company of Colorado work only, and under UE's
President and CEO's delegatory authority granted by UE's board of directors,
the senior executive/General Manager of UEDenver is hereby authorized to
execute, enforce and comply with all Documents entered into on behalf of NCE's
Commodity Services organization up to a value of $500,000 and where there is
no extraordinary or precedent-setting feature of the Documents. For Documents
requiring authorization for greater than this amount, or where the Document is
of an extraordinary or precedent-setting nature, the previous paragraph
applies.
For ongoing Public Service Company of Colorado work only, and under UE's
President and CEO's delegatory authority granted by UE's board of directors,
UE Project Managers and Managers, up to a value of $100,000, are authorized to
execute, enforce and comply with all Documents falling within UE's Vice
President and Chief Operating Officer or senior executive/General Manager of
UEDenver's signature authorities above.
7
<PAGE>
AFFILIATED TRANSACTIONS AGREEMENT
BETWEEN
UTILITY ENGINEERING CORPORATION
AND
SOUTHWESTERN PUBLIC SERVICE COMPANY
This Affiliated Transactions Agreement is made and entered into this 29th
day of September, 1997, by and between Utility Engineering Corporation ("UE")
and Southwestern Public Service Company of Colorado ("SPS") (each individually
a "Party," and collectively, "Parties").
WITNESSETH
WHEREAS, Parties are associate companies within the New Century Energies,
Inc. system and affiliates of one another.
WHEREAS, UE is a company that provides, among other things, engineering,
development, design, construction, and other related services.
WHEREAS, SPS is a public utility company that provides electric service in
the States of Texas, New Mexico, Kansas and Oklahoma.
WHEREAS, Parties in accordance with the terms of this Agreement agree to
provide construction, goods, and services to one another, as those terms are
defined in Rule 80 of the rules of the Securities and Exchange Commission
("SEC") under the Public Utility Holding Company Act of 1935 ("SEC Rules").
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Parties covenant and agree as follows:
ARTICLE I - SERVICES
Section 1.1 Upon the receipt of a written work order submitted by UE, SPS
may provide any of the services specified in Attachment A to UE.
Section 1.2 The SEC has authorized UE to perform on behalf of SPS
engineering, development, design, construction, and other related services. In
accordance with that authorization, UE will perform such activities on behalf
of SPS upon the submission by SPS to UE of a written work order. To the
extent that UE's provision of these services on behalf of SPS requires that UE
obtain goods or materials from outside vendors and suppliers, UE shall
coordinate with SPS to use its existing supply arrangements to the extent
possible or practicable.
Section 1.3 The determination of whether one company (the "Delivering
Party") has the available personnel and resources to perform a requested
service for another (the "Receiving
<PAGE>
Party") in accordance with a work order will be entirely within the
discretion of the Delivering Party: the Delivering Party may at its sole
option elect not to perform any requested service, except that, once having
agreed to perform a service, the Delivering Party shall not withdraw or
depart from such performance until completion, or upon less than 30 days
notice in the case of services of a continuing nature, unless the Receiving
Party consents (with such consent not to be unreasonably withheld), or
emergency circumstances require, otherwise.
Section 1.4 The Receiving Party shall have the right from time to time to
amend, alter or rescind any work order provided that (i) any such amendment or
alteration that results in a material change in the scope of the services to be
performed or equipment to be provided is agreed to by the Delivering Party,
(ii) the cost for the services covered by the work order shall include any
expense incurred by the Delivering Party as a direct result of such amendment,
alteration or rescission of the work order, and (iii) no amendment, alteration
or rescission of a work order shall release the Receiving Party from liability
for all costs already incurred by or contracted for by the Delivering Party
pursuant to a work order, regardless of whether the services associated with
such costs have been completed.
Section 1.5 Companies intend that the relation between them created by
this Article I of this Agreement is that of employer-independent contractor.
No employee or agent of a Delivering Party while performing any requested
service shall be deemed to be an employee or agent of the Receiving Party. The
Receiving Party is interested only in the results obtained under this Article I
of this agreement. The manner and means of performing any requested services
are to be under the sole control of the Delivering Party, and the Delivering
Party in the provision of such services may arrange, where it deems
appropriate, for the services of such experts, consultants, advisers, vendors,
subcontractors and other necessary persons with necessary qualifications as are
required for or pertinent to the provision of such services. None of the
benefits provided by the Receiving Party to its employees, including, but not
limited to, workers' compensation insurance and unemployment insurance, are
available from the Receiving Party to the employees or agents of the Delivering
Party. The Delivering Party will be solely and entirely responsible for its
acts and for the acts of its employees and agents during the performance of any
services under this Article I.
Section 1.6 In performing services, the Delivering Party will exercise
due care to assure that the services are performed in an appropriate manner,
meet the standards and specifications set forth in the applicable work order,
and comply with applicable standards of law and regulation. However, failure
to meet these obligations shall in no event subject the Delivering Party to any
claims by or liabilities to the Receiving Party other than to reperform the
services and be reimbursed at the applicable rate specified in Article III for
such reperformance. The Delivering Party makes no other warranty with respect
to its performance of the services, and the Receiving Party agrees to accept
such services without further warranty of any nature.
2
<PAGE>
ARTICLE II - LOANED EMPLOYEES AND LOANED EQUIPMENT
Section 2.1 At the request of either Party (the "Borrowing Party"), the
other Party (the "Loaning Party") may, but shall not be obligated to, loan
certain of the Loaning Party's employees (the "Loaned Employees") to the
Borrowing Party for the purposes of providing such services (consistent with
Section 1.1 where UE is the Borrowing Party and with Section 1.2 where SPS is
the Borrowing Party), required by the Borrowing Party for the Borrowing Party
to meet its needs and obligations.
Section 2.2 At the request of the Borrowing Party, the Loaning Party may,
but shall not be obligated to, loan certain equipment (the "Loaned Equipment")
- - including but not limited to, vehicles, machinery, and tools - to the
Borrowing Party for the Borrowing Party to meet its needs and obligations.
Section 2.3 The Loaning Party's obligation under this agreement to
provide Loaned Employees and Loaned Equipment to the Borrowing Party shall be
completely at the discretion of the Loaning Party and the times and duration of
use of Loaned Employees or Loaned Equipment by the Borrowing party shall at all
times be under the complete control of the Loaning Party.
Section 2.4 During any time that employees are loaned under this
agreement, the Borrowing Party shall have complete control over the work
activities of the Loaned Employees (subject to any restrictions specified by
the Loaning Party). Notwithstanding the foregoing, the Loaned Employees shall
remain the employees of the Loaning Party and shall be compensated by the
Loaning Party.
Section 2.5 During any time that equipment is loaned under this
agreement, the Borrowing Party shall have complete control over the use of the
Loaned Equipment (subject to any restrictions specified by the Loaning Party).
The Borrowing Party shall reimburse the Loaning Party for any damage to the
Loaned Equipment occurring while under the control of the Borrowing Party,
normal wear and tear excepted.
Section 2.6 The Parties shall make permanent records of all Loaned
Employees and Loaned Equipment, which records shall include the names of Loaned
Employees, the description of Loaned Equipment, the times that Loaned Employees
or Loaned Equipment are in fact loaned to a Borrowing Party, and the general
duties of the Loaned Employees during the periods of time such Loaned Employees
are under the control and direction of the Borrowing Party.
Section 2.7 The Borrowing Party shall exonerate, protect, indemnify,
defend, and hold harmless the Loaning Party from and against any and all
liabilities, expenses, claims, and damages of every kind, including, without
limitation, injury to or death of any person or persons (including the Loaned
Employees), and for damage to or loss of property, arising out of or
attributed, directly or indirectly, to operations, performance, or
nonperformance of Loaned Employees (while such Loaned Employees are under the
control of the Borrowing Party) under this agreement, irrespective of the legal
theory upon which any such claim or suit may be based.
3
<PAGE>
Section 2.8 The Borrowing Party shall exonerate, protect, indemnify,
defend, and hold harmless the Loaning Party from and against any and all
liabilities, expenses, claims, and damages of every kind (including those
arising out of or attributed, directly or indirectly, to or resulting from any
and all acts or omissions of the Loaning Party, whether caused by the sole
negligence of the Loaning Party or by the concurrent negligence of the Loaning
Party), including, without limitation, injury to or death of any person or
persons, and for damage to or loss of property, arising out of or attributed,
directly or indirectly, to use of the Loaned Equipment under this agreement
and/or relating in any way to the Loaned Equipment (while such Loaned Equipment
is under the control of the Borrowing Party), irrespective of the legal theory
upon which any such claim or suit may be based.
Section 2.9 THE BORROWING PARTY ACKNOWLEDGES THAT IT HAS MADE ALL
INSPECTIONS OF THE LOANED EQUIPMENT IT DEEMS NECESSARY. EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT THE BORROWING PARTY AGREES TO ACCEPT THE
LOAN OF THE LOANED EQUIPMENT "AS IS" AND "WHERE IS" AND THE LOANING PARTY MAKES
NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO
THE VALUE, CONDITION, SALABILITY, OBSOLESCENCE, MERCHANTABILITY, FITNESS OR
SUITABILITY FOR USE, OR WORKING ORDER OF THE LOANED EQUIPMENT.
ARTICLE III - COMPENSATION
Section 3.1 Where SPS is the Receiving Party under Article I, it shall
pay UE as the Delivering Party "cost" for the provided services, with cost
determined in accordance with SEC Rule 91.
Section 3.2 Where SPS is the Delivering Party under Article I, UE shall
pay SPS for provided services a rate no less than cost, with cost determined in
accordance with SEC Rule 91.
Section 3.3 Where a Delivering Party provides goods, construction, or
services simultaneously on behalf of the Receiving Party and one or more
associate companies within the NCE system, the costs for such goods,
construction, or services shall be fairly and equitably distributed among the
Receiving Party and such other receiving associate companies using one or more
of the allocation ratios specified in Attachment B. The Delivery Party shall
specify the allocation ratio(s) to be used in the applicable work orders.
Section 3.4 By the 25th day of each month, each Company shall render an
invoice for all services provided by it to the other Company during the prior
month. Such invoices shall be paid within 30 days.
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ARTICLE IV - TERM
Section 4.1 This Agreement shall become effective immediately upon its
execution, and shall continue in force until terminated by either Company, such
termination to be on not less than one year's prior written notice.
Moreover, in the event that it is determined that the terms of this Agreement
conflict with any regulatory requirement, Companies agree to negotiate in good
faith to modify the Agreement so as to comply with such requirements while
preserving the benefits of the Agreement to the greatest extent possible;
provided, however, that if the Companies cannot agree to such modifications,
the Agreement may be terminated immediately (although each Company shall remain
liable for any work already performed).
UTILITY ENGINEERING CORPORATION
/s/ Albert A. Smith
--------------------------------------------
Name: Albert A. Smith Date
Title: President
SOUTHWESTERN PUBLIC SERVICE COMPANY
/s/ David Wilks
--------------------------------------------
Name: David Wilks Date
Title: President & COO
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ATTACHMENT A
DESCRIPTION OF SERVICES TO BE PROVIDED BY
SOUTHWESTERN PUBLIC SERVICE COMPANY TO UTILITY ENGINEERING
CORPORATION UNDER THE AFFILIATED TRANSACTIONS AGREEMENT
Substation construction, maintenance and operations
Substation engineering and support
Power plant facilities, equipment, tools, personnel
Plant engineering and support
Use of facilities and real property
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