<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-40361
REGISTRATION NO. 333-64067
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 29, 1998)
2,500,000 SHARES
[LOGO] NEW CENTURY ENERGIES, INC.
COMMON STOCK
----------------
All of the shares of common stock being offered are being sold by NCE.
Our common stock is listed and traded on the New York Stock Exchange under the
symbol "NCE." The last reported sale price of the common stock on the New York
Stock Exchange on October 29, 1998 was $48 1/16 per share.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
----------------
The underwriter has agreed to purchase from NCE the shares of common
stock offered hereby for a purchase price of $46.80 per share. The proceeds to
NCE from the sale of the shares of common stock will be $117,000,000 in the
aggregate.
The common stock offered hereby may be offered by the underwriter from
time to time to purchasers directly or through agents, or through brokers in
brokerage transactions on the New York Stock Exchange, or to dealers in
negotiated transactions or in a combination of such methods of sale, at a fixed
price or prices, which may be changed, or at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices.
----------------
We expect that the shares of common stock will be ready for delivery in
New York, New York on or about November 4, 1998.
----------------
MERRILL LYNCH & CO.
----------------
The date of this prospectus supplement is October 29, 1998.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
---------------------
Page
----
Prospectus Summary...................................................... S-3
The Company............................................................. S-6
Recent Developments..................................................... S-7
Use of Proceeds......................................................... S-7
Common Stock Price Range and Dividends.................................. S-8
Underwriting............................................................ S-9
Legal Opinions.......................................................... S-10
Prospectus
----------
Available Information................................................... 2
Incorporation of Certain Documents by Reference......................... 2
The Company............................................................. 3
Use of Proceeds......................................................... 3
Price Range of Common Stock and Dividend Information.................... 3
Plan of Distribution.................................................... 4
Legal Opinions.......................................................... 4
Experts................................................................. 5
-------------
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the prospectus include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Investors and prospective
investors are cautioned that the forward-looking statements contained or
incorporated by reference herein with respect to the revenues, earnings, capital
expenditures, resolution and impact of litigation, competitive performance, or
other prospects for the business of NCE and its subsidiaries or their affiliated
companies, including any and all underlying assumptions and other statements
that are other than statements of historical fact, may be influenced by factors
that could cause actual outcomes and results to be materially different than
projected. Such factors include, but are not limited to: the effects of the
weather; future economic conditions; the performance of generating units; fuel
prices and availability; regulatory decisions and the effects of changes in
state and federal laws; the pace of deregulation of domestic retail natural gas
and electricity markets; the timing and extent of change in commodity prices for
all forms of energy; capital spending requirements; the evolution of
competition; earnings retention and dividend payout policies; and changes in
accounting standards and other factors. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks,
uncertainties, and assumptions, the forward-looking events discussed in this
prospectus supplement and the prospectus might not occur.
-------------
You should rely only on the information contained in this prospectus
supplement and the prospectus. We have not, and the underwriter has not,
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not, and the underwriter is not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus supplement
and the prospectus is accurate as of the date on the front cover of this
prospectus supplement only. Our business, financial condition, results of
operations and prospects may have changed since that date.
S-2
<PAGE>
PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. The terms "our company,"
"we" and "NCE" as used in this prospectus refer to "New Century Energies, Inc."
and its subsidiaries and predecessors as a combined entity, except where it is
made clear that such terms mean only the parent company.
THE COMPANY
NCE, headquartered in Denver, Colorado, is a public utility holding company
formed in connection with the August 1, 1997 merger of Public Service Company of
Colorado ("PSCo") and Southwestern Public Service Company ("SPS"). NCE derives
over 90% of its revenues from its three domestic utility operating subsidiaries
which are PSCo, SPS and Cheyenne Light, Fuel and Power Company ("Cheyenne").
Our utility subsidiaries:
- - generate, purchase, transmit, distribute and sell electricity, and
- - purchase, distribute, transport and sell natural gas.
These companies serve approximately 1.6 million electric customers in Colorado,
Texas, New Mexico, Wyoming, Kansas and Oklahoma, and approximately 1 million gas
customers in Colorado and Wyoming.
We believe the merger of PSCo and SPS has created an integrated energy
company well positioned for competition as our industry experiences changes in
regulation and markets. Ongoing benefits of the merger include:
- - a broader customer base,
- - a larger and more geographically diverse service territory,
- - reduced business risks related to changes in economic, competitive and/or
climate conditions, and
- - increased size and scale of operations which facilitate more efficient and
economic use of combined resources and lower costs.
In addition to our core domestic utility operations, NCE has investments in
a number of diversified energy businesses. These businesses are intended to
capitalize on NCE's existing strengths and skills to produce enhanced growth and
return opportunities, and include:
- - 50% interest in Yorkshire Electricity Group plc, a regional electric
distribution company in the United Kingdom,
- - domestic and international non-utility power generation,
- - energy trading and marketing activities,
- - energy management and consulting services, and
- - engineering, design and construction management in the energy sector.
S-3
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Company............................................... New Century Energies, Inc.
Common stock offered.................................. 2,500,000 shares (1)
Common stock to be outstanding after the offering..... 114,230,959 shares (1) (2)
Common stock closing price range (January 1, 1998
through October 29, 1998)............................ $42 3/8 to $51 3/4
NYSE symbol........................................... NCE
Dividend policy....................................... We currently pay a regular quarterly
dividend of $0.58 per share or an indicated
annual dividend of $2.32 per share. See
"Common Stock Price Range and Dividends."
Use of proceeds....................................... For general corporate purposes, including
the retirement of short-term debt. See "Use
of Proceeds."
</TABLE>
- -------------------
(1) Includes associated preferred stock purchase rights.
(2) As of September 30, 1998. Does not include any shares of common stock that
may have been issued after that date pursuant to our Dividend Reinvestment
and Cash Payment Plan and our employee benefit plans.
S-4
<PAGE>
SUMMARY FINANCIAL INFORMATION
You should read the following information in conjunction with our financial
statements, including the related notes, and Management's Discussion and
Analysis, which are part of our Annual Report on Form 10-K for the year ended
December 31, 1997 and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998, incorporated by reference in this prospectus
supplement and the accompanying prospectus. Our consolidated financial
statements reflect the accounting for the merger as a pooling of interests.
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Year Ended December 31,
------------------------------------------------------
1998 1997 1996 1995(1)
-------------- -------------- -------------- --------------
(Unaudited)
(Dollars in thousands, except per share data)
<S> <C> <C> <C> <C>
Statement of Income Data:
Operating revenues:
Electric............................... $1,259,753 $2,473,359 $2,416,539 $2,283,179
Gas.................................... 497,837 816,596 640,497 624,585
Other.................................. 41,535 52,570 39,998 54,444
---------- ---------- ---------- ----------
Total.............................. 1,799,125 3,342,525 3,097,034 2,962,208
Total operating expenses................... 1,470,622 2,713,300 2,461,451 2,345,264
Operating income........................... 328,503 629,225 635,583 616,944
Income before extraordinary item........... 142,742 261,487 272,341 281,492
Extraordinary item - U.K. windfall tax..... -- (110,565) -- --
Net income................................. 142,742 150,922 272,341 281,492
Basic and diluted earnings per share of
common stock outstanding:
Income before extraordinary item........ $ 1.28 $ 2.50 $ 2.64 $ 2.77
Extraordinary item - U.K. windfall tax.. -- (1.06) -- --
---------- ---------- ---------- ----------
Net income.............................. $ 1.28 $ 1.44 $ 2.64 $ 2.77
Dividends declared per share............... $ 1.16 $ 2.53 $ 2.18 $ 2.15
</TABLE>
<TABLE>
<CAPTION>
As of June 30, 1998
----------------------------------------------
(Unaudited)
(Dollars in thousands)
Balance Sheet Data: Actual As Adjusted (2)
--------------------- -------------------
<S> <C> <C>
Total assets.................................................... $7,370,403 $7,370,403
Total property, plant and equipment............................. 5,672,476 5,672,476
Notes payable and commercial paper.............................. 454,063 337,488
Long-term debt of subsidiaries (including amounts due
within one year)............................................ 2,419,111 2,419,111
PSCo and SPS obligated mandatorily redeemable
preferred securities........................................ 294,000 294,000
Total common equity............................................. 2,399,999 2,516,574
</TABLE>
- ------------------
(1) Our 1995 consolidated statement of income combines the consolidated
statement of income for PSCo for the year ended December 31, 1995 with the
consolidated statement of income for SPS for the year ended August 31, 1995.
(2) Adjusted to reflect the application of the estimated net proceeds to the
Company of $116,575,000 from the sale of common stock offered hereby,
assuming the net proceeds are used to reduce short-term debt. See "Use of
Proceeds."
S-5
<PAGE>
THE COMPANY
NCE, headquartered in Denver, Colorado, is a public utility holding company
formed in connection with the August 1, 1997 merger of PSCo and SPS. NCE wholly
owns three domestic utility operating subsidiaries, PSCo, SPS and Cheyenne. Our
other wholly-owned subsidiaries are WestGas InterState, Inc., a natural gas
transmission company, New Century Services, Inc., a service company for NCE and
its subsidiaries, and NC Enterprises, Inc., an intermediate holding company
which owns various diversified energy-related companies, including the indirect
ownership of a 50% interest in Yorkshire Electricity Group plc.
MERGER OF PSCO AND SPS
We believe the merger of PSCo and SPS has created an integrated energy
company well positioned for competition as our industry experiences changes in
regulation and markets. Ongoing benefits of the merger include:
- - a broader customer base,
- - a larger and more geographically diverse service territory,
- - reduced business risks related to changes in economic, competitive and/or
climate conditions, and
- - increased size and scale of operations which facilitate more efficient and
economic use of combined resources and lower costs.
DOMESTIC UTILITY OPERATIONS
PSCo was incorporated through a merger of predecessors under the laws of
the State of Colorado in 1924. PSCo is an operating utility engaged principally
in the generation, purchase, transmission, distribution and sale of electricity
and in the purchase, transportation, distribution and sale of natural gas. PSCo
serves approximately 1.2 million electric customers and approximately 1 million
gas customers in the state of Colorado.
SPS was incorporated in 1921 under the laws of the State of New Mexico.
SPS is an operating utility engaged primarily in the generation, transmission,
distribution and sale of electricity. SPS serves approximately 380,000 electric
customers in portions of the states of Texas, New Mexico, Oklahoma and Kansas.
Cheyenne was incorporated in 1900 under the laws of the State of Wyoming.
Cheyenne is an operating utility engaged in the purchase, distribution and sale
of electricity and natural gas, serving approximately 35,000 electric customers
and approximately 28,000 gas customers in the state of Wyoming, primarily in and
around Cheyenne.
DIVERSIFIED ENERGY BUSINESSES
In addition to our domestic utility operations, NCE has investments in a
number of diversified energy businesses. These businesses are intended to
capitalize on NCE's existing strengths and skills to produce enhanced growth and
return opportunities, and include:
- - Yorkshire Electricity Group plc: Through its subsidiary, New Century
International, Inc., NCE purchased 50% of Yorkshire in a joint venture with
American Electric Power Company, Inc. in April 1997. Yorkshire, a United
Kingdom regional electric distribution company, provides electricity to
approximately 2.1 million electric customers and supplies natural gas to
approximately 300,000 gas supply customers.
S-6
<PAGE>
- - Quixx Corporation: Invests in and develops non-utility power generation
projects.
- - e prime, inc.: Provides energy-related products and services which include
electric and gas brokering, marketing and trading.
- - New Century Cadence, Inc.: Provides a single source for both energy
management services and products designed to lower energy costs for national
companies that operate at multiple locations.
- - Utility Engineering Corporation: Engineers, designs and manages the
construction of energy projects for affiliated and non-affiliated entities.
RECENT DEVELOPMENTS
On October 19, 1998, we announced net income of $90.8 million, or 82 cents
per share, on revenues of $915.9 million for the third quarter ended September
30, 1998. For the same period in 1997, excluding the extraordinary United
Kingdom windfall tax of $1.06 per share associated with our 50 percent interest
in Yorkshire Electricity, we reported net income of $63.3 million, or 61 cents
per share, on revenues of $793.5 million. Including the extraordinary item, we
reported a 1997 third quarter net loss of $47.2 million, or 45 cents per share.
The increase in our third quarter earnings as compared to the same period
in 1997, before the extraordinary item, was attributable to continuing customer
growth and higher electric sales due to warmer than normal weather in the third
quarter of 1998. In addition, our 1997 earnings were reduced by significant
costs associated with the merger between PSCo and SPS.
For the nine months ended September 30, 1998, we reported net income of
$233.5 million, or $2.10 per share, on revenues of $2.7 billion. For the same
period in 1997, net income, before the extraordinary item, was $175.5 million,
or $1.68 per share, on revenues of $2.5 billion. Net income including the
extraordinary item was $65.0 million, or 62 cents per share.
Net income for the twelve months ended September 30, 1998, was $319.5
million, or $2.90 per share, on revenues of $3.6 billion. This compared to net
income, before the extraordinary item, of $235.7 million, or $2.26 per share, on
revenues of $3.3 billion for the same twelve-month period a year ago. Net
income including the extraordinary item was $125.1 million, or $1.20 per share.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the shares for general
corporate purposes, including the retirement of short-term debt. The average
interest rate on short-term debt at September 30, 1998 was 5.67%. To the extent
that the net proceeds from the sale of the shares are not immediately so used,
they will be temporarily invested in short-term, interest-bearing investments.
S-7
<PAGE>
COMMON STOCK PRICE RANGE AND DIVIDENDS
Our common stock is traded on the New York Stock Exchange ("NYSE") under
the symbol "NCE." Trading began on August 4, 1997 upon completion of the
merger. The following table sets forth the reported high and low sale prices
for the common stock as reported in The Wall Street Journal and the dividends
declared per share of common stock for the periods indicated.
<TABLE>
<CAPTION>
Common Cash Dividend
Stock Price Per Share
--------------------------- ---------------
High Low
--------- ---------------
<S> <C> <C> <C>
Year ended December 31, 1997
- ----------------------------
Third Quarter (from August 4, 1997)................. $43 3/16 $ 39 $0.58
Fourth Quarter...................................... 49 5/8 40 1/4 0.58
Year ended December 31, 1998
- ----------------------------
First Quarter....................................... 51 3/16 44 1/2 0.58
Second Quarter...................................... 50 3/4 44 5/16 0.58
Third Quarter....................................... 49 3/16 41 5/8 0.58
Fourth Quarter (through October 29, 1998)........... 52 1/4 45 1/2
</TABLE>
The last reported sale price for our common stock on the NYSE is set forth
on the cover page of this prospectus supplement. At September 30, 1998, there
were approximately 75,500 holders of record of our common stock.
During the third quarter of 1998, our Board of Directors approved a $0.58
per share dividend on the common stock payable on November 15, 1998 to
shareholders of record on October 23, 1998. Our common stock dividend level is
dependent upon our results of operations, financial position, cash flows and
other factors. Our Board of Directors will continue to evaluate the common
stock dividend on a quarterly basis.
S-8
<PAGE>
UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") is
acting as sole underwriter (the "Underwriter"). Subject to the terms and
conditions set forth in a purchase agreement (the "Purchase Agreement") between
NCE and the Underwriter, NCE has agreed to sell to the Underwriter, and the
Underwriter has agreed to purchase from NCE, 2,500,000 shares of common stock .
In the Purchase Agreement, the Underwriter has agreed, subject to the terms
and conditions set forth therein, to purchase all of the shares of common stock
being sold pursuant to such agreement if any of the shares of common stock being
sold pursuant to such agreement are purchased.
The Underwriter has agreed to purchase from NCE the shares of common stock
offered hereby for a purchase price of $46.80 per share. The proceeds to NCE
from the sale of the shares of common stock will be $117,000,000 in the
aggregate. The expenses of the offering are estimated at $425,000 and are
payable by NCE.
The distribution of the shares of common stock by the Underwriter may be
effected from time to time to purchasers directly or through agents, or through
brokers in brokerage transactions on the New York Stock Exchange, or to dealers
in negotiated transactions or in a combination of such methods of sale, at a
fixed price or prices, which may be changed, or at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. In connection with the sale of any shares of common stock
hereby, the Underwriter may be deemed to have received compensation from the
Company equal to the difference between the amount received by the Underwriter
upon the sale of such common stock and the price at which the Underwriter
purchased such common stock from the Company. In addition, if the Underwriter
sells common stock to or through certain dealers, such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriter and/or any purchasers of common stock for whom they may act
as agent. The Underwriter may also receive compensation from the purchasers of
common stock for whom it may act as agent.
The shares of common stock are being offered by the Underwriter, subject to
prior sale, when, as and if issued to and accepted by it, subject to approval of
certain legal matters by counsel for the Underwriter and certain other
conditions. The Underwriter reserves the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part.
The Company has agreed, subject to certain exceptions, not to directly or
indirectly (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of or otherwise dispose of or transfer any shares
of common stock or securities convertible into or exchangeable or exercisable
for common stock or file a registration statement under the Securities Act with
respect to the foregoing or (ii) enter into any swap or other agreement that
transfers, in whole or in part, the economic consequence of ownership of the
common stock, whether any such swap or transaction is to be settled by delivery
of common stock or other securities, in cash or otherwise, without the prior
written consent of the Underwriter for a period of 90 days after the date of
this prospectus supplement.
We have agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the
Underwriter may be required to make in respect thereof.
Until the distribution of the shares is completed, rules of the Securities
and Exchange Commission may limit the ability of the Underwriter to bid for and
purchase our common stock. If the Underwriter creates a short position in our
common stock in connection with the offering (i.e., if it sells more shares of
common stock than are set forth on the cover page of this prospectus
supplement), the Underwriter may reduce that short position by purchasing common
stock in the open market. In general, purchases of a security to reduce a short
position could cause the price of the security to be higher than it might be in
the absence of such purchases.
S-9
<PAGE>
Neither we nor the Underwriter makes any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the common stock. In addition, neither we nor the
Underwriter makes any representation that the Underwriter will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
Merrill Lynch has from time to time provided investment banking advisory
services to NCE and its affiliates, for which it has received customary
compensation, and may continue to do so in the future.
LEGAL OPINIONS
Certain legal matters in connection with the shares are being passed upon
for us by Cahill Gordon & Reindel (a partnership including a professional
corporation), New York, New York. Debevoise & Plimpton, New York, New York has
acted as counsel for the Underwriter with respect to certain legal matters
relating to the offering.
S-10
<PAGE>
PROSPECTUS
9,000,000 SHARES
[LOGO] NEW CENTURY ENERGIES, INC.
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
----------------
New Century Energies, Inc. (the "Company") intends to offer from time to
time up to 9,000,000 shares of its Common Stock, with the par value of one
dollar ($1.00) per share (the "Common Stock"). The Common Stock will be issued
in amounts, at prices and on terms to be determined at the time or times of
sale. Each share of Common Stock, including the shares offered hereby, has
associated with it one right to purchase one-hundredth of a share of the
Company's preferred stock at a stipulated price in certain circumstances
relating to changes in ownership of the Company under the Company's rights
agreement.
For each offering of the Common Stock for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (each, a
"Prospectus Supplement") that will set forth the initial public offering price
and the terms of offering of such Common Stock. The Common Stock may be sold by
the Company through underwriters or dealers, directly by the Company or through
agents for offering pursuant to the terms fixed at the time of sale. See "Plan
Of Distribution" herein.
The Common Stock is traded on the New York Stock Exchange ("NYSE") under
the NYSE symbol "NCE." The last reported sales price of the Common Stock as
reported by the NYSE Composite Tape on October 29, 1998 was $48 1/16 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------
The date of this Prospectus is October 29, 1998.
<PAGE>
AVAILABLE INFORMATION
New Century Energies, Inc. is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files with the Securities and Exchange Commission ("SEC") reports,
proxy statements, and other information, which are available for inspection and
copying at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048, and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. (The Commission maintains
a site on the World Wide Web containing reports, proxy materials, information
statements and other items. The address is http://www.sec.gov.) Copies of such
material can be obtained from the SEC's Public Reference Room, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Copies of such material also
can be inspected at the office of the New York Stock Exchange, Inc. (the
"NYSE"), 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner of shares of the Company to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy (without exhibits, except those specifically incorporated by reference)
of any and all of the documents referred to below which have been or may be
incorporated in this Prospectus by reference. Requests for such documents
should be directed to Corporate Secretary, New Century Energies, Inc., 1225 17th
Street, Denver, Colorado 80202 (Tel: (303) 571-7511).
The following documents, previously filed with the SEC pursuant to the
Exchange Act, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
2. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-B dated April 24, 1997 (as amended by Form 8-
B/A dated May 9, 1997), incorporated by reference from the Joint Proxy
Statement/Prospectus and Registration Statement on Form S-4 of the Company (File
No. 33-64951);
3. The description of the preferred stock purchase rights associated with
each share of Common Stock contained in the Registration Statement on Form 8-A
dated June 23, 1997 of the Company;
4. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; and
5. The Company's Current Report on Form 8-K dated October 19, 1998.
All documents filed by the Company with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering of the securities offered hereby, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in a Prospectus Supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
2
<PAGE>
THE COMPANY
The Company, a Delaware corporation formed on August 21, 1995, is a
registered public utility holding company under the Public Utility Holding
Company Act of 1935, as amended. The Company, Public Service Company of
Colorado ("PSCo") and Southwestern Public Service Company ("SPS") entered into
an Agreement and Plan of Reorganization dated August 22, 1995, as amended
December 8, 1995, providing for a business combination as peer firms involving
PSCo and SPS in a "merger of equals" transaction (the "Merger"). The Merger
became effective on August 1, 1997. As a result of the Merger, the Company owns
all of the outstanding shares of common stock of three public utility companies,
PSCo, SPS and Cheyenne Light, Fuel and Power Company. The Company also owns
several non-utility subsidiaries. The principal executive offices of the
Company are located at 1225 17th Street, Denver, Colorado 80202.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Common Stock for
general corporate purposes, including to retire debt and to make capital
contributions to its subsidiaries. If the Company uses any proceeds to make a
capital contribution to a subsidiary, such subsidiary will use such proceeds to
retire debt and for general corporate purposes.
PRICE RANGE OF COMMON STOCK AND
DIVIDEND INFORMATION
Since the Merger, the shares of Common Stock of the Company have been
traded on the NYSE under the symbol "NCE". The following table sets forth the
reported high and low sale prices for the Common Stock for the periods
indicated.
<TABLE>
<CAPTION>
Year ended December 31, 1997 High Low
- ---------------------------- ---- ---
<S> <C> <C>
Third Quarter (from August 4, 1997).................... $43 3/16 $39
Fourth Quarter......................................... 49 5/8 40 1/4
Year ended December 31, 1998
- ----------------------------
First Quarter.......................................... 51 3/16 44 1/2
Second Quarter......................................... 50 3/4 44 5/16
Third Quarter.......................................... 49 3/16 41 5/8
Fourth Quarter (through October 29, 1998).............. 52 1/4 45 1/2
</TABLE>
The last reported sale price for the Common Stock on the NYSE on October
29, 1998 was $48 1/16 per share.
During the third quarter of 1998, the Board of Directors of the Company
approved a $0.58 per share dividend on the Common Stock payable on November 15,
1998 to shareholders of record on October 23, 1998. The Company's common stock
dividend level is dependent upon the Company's results of operations, financial
position, cash flows and other factors. The Board of Directors of the Company
will continue to evaluate the common stock dividend on a quarterly basis.
3
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Common Stock in any of three ways: (i) directly
to one or more purchasers; (ii) through agents; or (iii) through underwriters or
dealers. The Prospectus Supplement relating to each offering of Common Stock
will set forth the terms of the offering of such Common Stock, including the
name or names of any such agents, underwriters or dealers, the purchase price of
such Common Stock and the net proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
the initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
If underwriters are used in any sale of Common Stock, such Common Stock
will be acquired by such underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Such Common Stock may be offered to the public either
through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Unless otherwise set forth in the Prospectus
Supplement relating to a sale of Common Stock, the obligations of any
underwriter or underwriters to purchase such Common Stock will be subject to
certain conditions precedent and such underwriter or underwriters will be
obligated to purchase all of such Common Stock if any shares are purchased,
except that, in certain cases involving a default by one or more underwriters,
less than all of such Common Stock may be purchased. Only underwriters named in
a Prospectus Supplement are deemed to be underwriters in connection with the
Common Stock offered thereby.
If underwriters are used in any sale of Common Stock, the purchase
agreement in connection with such sale may provide for an option on the part of
the underwriters to purchase additional shares of such Common Stock within
thirty days of the execution of such purchase agreement, which option may be
exercised solely to cover overallotments. Any such overallotment option will be
disclosed in the Prospectus Supplement in connection with the Common Stock
offered thereby.
If an agent of the Company is used in any sale of Common Stock, such agent
will be named and any commission payable by the Company to such agent will be
set forth in the Prospectus Supplement relating to such Common Stock. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best effort basis for the period of its appointment.
The Common Stock offered hereby will be listed on the New York Stock
Exchange.
Any underwriters, dealers or agents participating in the distribution of
the Securities may be deemed to be underwriters, and any discount or commissions
received by them on the sale or resale of Securities may be deemed to be
underwriting discounts and commissions, under the Securities Act of 1933, as
amended (the "Securities Act"). Agents, underwriters and dealers may be
entitled under agreements entered into with the Company to indemnification by
the Company against certain liabilities, including liabilities under the
Securities Act. Agents and underwriters may be customers of, engaged in
transactions with, or perform services for, the Company or its affiliates in the
ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Cahill Gordon & Reindel (a
partnership including a professional corporation), New York, New York.
4
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EXPERTS
The consolidated balance sheets of NCE and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1997, included in NCE's Annual Report on Form 10-K for the year ended
December 31, 1997, which statements are incorporated by reference in this
Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
With respect to the unaudited consolidated condensed interim financial
information of NCE for the quarters ended March 31, 1998 and June 30, 1998,
included in its Form 10-Qs, which information is incorporated by reference in
this Prospectus, Arthur Andersen LLP has applied limited procedures in
accordance with professional standards for a review of that information.
However, their separate reports thereon state that they did not audit and they
do not express an opinion on that interim financial information. Accordingly,
the degree of reliance on their reports on that information should be restricted
in light of the limited nature of the review procedures applied. In addition,
the accountants are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their reports on the unaudited interim financial
information because those reports are not a "report" or a "part" of the
Registration Statement, of which this Prospectus forms a part, prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the Act.
5
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2,500,000 SHARES
[LOGO] NEW CENTURY ENERGIES, INC.
COMMON STOCK
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
OCTOBER 29, 1998
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