As filed on March 20, 1998
File No. 70-9007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT
NO. 1
TO THE
FORM U-1 APPLICATION/DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
New Century Energies, Inc.
Public Service Company of Colorado
Cheyenne Light, Fuel and Power Company
New Century Services, Inc.
WestGas InterState Inc.
NC Enterprises, Inc.
New Century International, Inc.
and its subsidiary companies
e prime, inc. and its subsidiary companies
PS Colorado Credit Corporation
Natural Fuels Corporation
Fuel Resources Development Co., a dissolved corporation
PSR Investments, Inc.
Green & Clear Lakes Company
1480 Welton, Inc.
1225 Seventeenth Street
Denver, Colorado 80202-5534
Southwestern Public Service Company
Tyler at Sixth
Amarillo, Texas 79101
Quixx Corporation and its subsidiary companies
Amarillo National's Plaza/Two
500 south Tyler, Suite 1100
Lobby Box 254
Amarillo, Texas 79101-2442
Utility Engineering Corporation and its subsidiary companies
Utility Engineering Plaza
5601 I-40 West
Amarillo, Texas 79106-4605
(Names of companies filing this statement
and addresses of principal executive offices)
____________________________________
<PAGE>
New Century Energies, Inc.
(Name of top registered holding company parent)
____________________________________
Teresa S. Madden
Controller and Secretary
1225 Seventeenth Street
Denver, Colorado 80202-5534
(Name and address of agent for service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Application/Declaration to:
William M. Dudley, Esq. William T. Baker, Esq.
New Century Services, Inc. Reid & Priest
1225 Seventeenth Street 40 West 57th Street
Denver, Colorado 80202-5534 New York, New York 10019-4097
<PAGE>
New Century Energies, Inc. ("NCE") hereby post-effectively amends the
Application/Declaration on Form U-1, docketed in SEC File No. 70-9007, as
previously amended (collectively the "Form U-1"), as follows:
Item 1. Description of Proposed Transaction
A. By order dated August 1, 1997 (HCAR No. 26750) (the "Order"), the
Commission authorized, among other things, (i) external financings by NCE,
its utility operating company subsidiaries, and certain of its non-utility
subsidiaries (the "External Financings"), and (ii) intrasystem financing
arrangements, including guarantees, between NCE and its subsidiaries and
between subsidiaries. The authorizations in the Order are generally to
extend through December 31, 1999 (the "Authorization Period").1
B. The External Financings authorized in the Order include (i) the
issuance by NCE of common stock, par value $1.00 per share, for an aggregate
offering price of up to $535 million (exclusive of common stock issued for
benefit plans and dividend reinvestment plans), and (ii) short-term debt
aggregating not more than $100 million outstanding at any one time, which
limit is to increase by an additional $125 million in the event that PS
Colorado Credit Corporation ("PSCCC"), presently a subsidiary of Public
Service Company of Colorado ("PSCo"), becomes a direct subsidiary of NCE.
The intrasystem financing authorizations include $50 million for guarantee
and credit support arrangements between the subsidiaries of NCE.
C. Since the filing of the Form U-1 and the Commission's issuance of the
Order, NCE has updated its projections of its future financing needs during
the Authorization Period. See Financial Exhibits 2.5 and 2.6 (Confidential
Treatment Requested). NCE accordingly now amends its Form U-1 to request
authorization to increase the three authorization limits set out above to the
following: $745 million for common stock issuances by NCE (exclusive of
common stock issued for benefit plans and dividend reinvestment plans) (see
Item 1.E.1.a); $200 million for short-term debt issuances and sales with the
retention of the $125 million increase in the event that PSCCC becomes a
direct subsidiary of NCE (see Item 1.E.1.b); and $100 million for
- --------
1 Transactions for which authority was sought in the NCE Form U-1
Application/Declaration submitted in File No. 70-8787 (wherein the Commission
approved the formation of NCE through the merger of Public Service Company of
Colorado and Southwestern Public Service Company and related transactions) were
not covered by the original Form U-1 Application/Declaration, as amended, that
was submitted in this docket and the Order. Transactions that are exempt under
either the Public Utility Holding Company Act of 1935 or Commission rule were
also not covered by the Form U-1 Application/Declaration and the Order.
Likewise, transactions for which authority is sought in the Form U-1
Application/Declaration relating to the transfer by Public Service Company of
Colorado to NC Enterprises, Inc. filed concurrently with this Post-Effective
Amendment No. 1 are not covered by the Form U-1 or this Post-Effective Amendment
No. 1.
1
<PAGE>
non-exempt guarantees and credit support arrangements among the subsidiaries of
NCE (see Item 1.E.4.b). In this Post-Effective Amendment No. 1, NCE also wishes
to amend its Form U-1 to clarify that NCE and its subsidiaries may use the
proceeds from the various financings authorized in the Order (as proposed to be
modified herein) to invest in "energy-related companies" within the meaning of
Rule 58, subject to the limitations of Rule 58(a)(1).
D. In this Post-Effective Amendment No. 1, NCE also amends those portions
of the Form U-1 relating to the financing of EWGs and FUCOs, and its
statement pursuant to Rule 54 (see Items F and H) as follows:
Rule 54 provides that, in determining whether to approve
any transaction that does not relate to an "exempt wholesale
generator" ("EWG") or "foreign utility company" ("FUCO"), the
Commission shall not consider the effect of the capitalization or
earnings of any subsidiary that is an EWG or FUCO upon the
registered holding company system if paragraphs (a), (b), and (c)
of Rule 53 are satisfied.
Initially, NCE has complied or will comply with the
record-keeping requirements of Rule 53(a)(2), the limitation
under Rule 53(a)(3) on the use of the NCE system's domestic
public-utility company personnel to render services to EWGs and
FUCOs, and the requirements of Rule 53(a)(4) concerning the
submission of copies of certain filings under the Act to retail
regulatory commissions. Further, none of the circumstances
described in Rule 53(b) has occurred, and Rule 53(c) is
inapplicable.
Rule 53(a) requires that the aggregate investment in EWGs
and FUCOs not exceed 50% of the system's consolidated retained
earnings. NCE's present investments in EWGs and FUCOs, pro forma
to include the investment in Yorkshire Electricity Group plc and
Independent Power Corporation plc ("IPC"), equals 52.7% (or 5.4%
in excess of 50% of retained earnings) of NCE's consolidated
retained earnings at December 31, 1997. So long as NCE's
aggregate investment in EWGs and FUCOs exceeds the above Rule 53
50% limitation, NCE will not make any additional investments in
EWGs or FUCOs from the proceeds of securities (including any
guarantees) issued by NCE, as authorized hereby, except as
contemplated in the Form U-1 Application/Declaration relating to
the transfer by Public Service Company of Colorado to NC
Enterprises, Inc. filed concurrently with this post-effective
amendment, or as may be otherwise authorized by the Commission.
2
<PAGE>
Moreover, even if the Commission were to consider the
effect of the capitalization or earnings of EWGs and FUCOs
(including on a pro forma basis Yorkshire Electricity Group plc
and IPC) in which NCE has invested upon the registered holding
company system, it would have no basis to deny the additional
financing authority requested herein. See Financial Statement
2.5 (confidential treatment requested) showing on a pro forma
basis the consolidated capitalization and income statement of
NCE. NCE believes that the capitalization ratios and income
level are within acceptable ranges. Moreover, there has been no
material impact on NCE's consolidated capitalization by reason of
the inclusion therein of debt of EWGs and FUCOs (including on a
pro forma basis Yorkshire Electricity plc and IPC) in which NCE
has an interest. Finally, although NCE's consolidated earnings
for the year ended December 31, 1997, were negatively affected by
its investment in Yorkshire Electricity Group plc, this was
solely as the result of the imposition of a U.K.
government-mandated, non-recurring, windfall tax on Yorkshire
Electricity Group plc. Importantly, this tax did not affect
earnings from ongoing operations, and, therefore, does not have
any negative financial impact on earnings in future periods.
Item 2. Fees, Commissions and Expenses
The estimated fees, commissions, and expenses to be incurred in
connection with the proposed transactions in this Post-Effective Amendment
No. 1 are as follows:
Estimated Legal Fees and Expenses $12,500
Item 3. Regulatory Approvals
No state or federal commission other than this Commission has
jurisdiction with respect to any aspect of the proposed transactions
contemplated in this Post-Effective Amendment No. 1.
Item 4. Procedure
The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Post-Effective Amendment No. 1 as soon as
practicable. The Applicants/Declarants request that the Commission's order
be issued as soon as the rules allow, and that there should not be a 30-day
waiting period between issuance of the Commission's order and the date on
which the order is to become effective. The Applicants/Declarants hereby
waive a recommended decision by a hearing officer or any other responsible
officer of the Commission and consent that the Division of Investment
Management may assist
3
<PAGE>
in the preparation of the Commission's decision and/or order, unless the
Division opposes the matters proposed herein.
Item 6. Exhibits and Financial Statements
The following additional exhibits are filed in Item 6 hereof:
A. Exhibits
F-2 Opinion of counsel
G-4 Proposed Form of Public Notice for Post-Effective
Amendment No. 1
G-5 Financial Calculations (Confidential Treatment
Requested)
27 Financial Data Schedule Per-Book NCE for the fiscal
year ended December 31, 1997
27 Financial Data Schedule Pro-forma NCE for the fiscal
year ended December 31, 1997 (Confidential Treatment
Requested)
B. Financial Statements
1.5 Balance Sheet of NCE and its consolidated
subsidiaries, as of December 31, 1997 (incorporated
by reference to the Annual Report on Form 10-K of NCE
for the fiscal year ended December 31, 1997 (File No.
1-12927))
1.6 Statement of Income of NCE and consolidated
subsidiaries, for the year ended December 31, 1997
(incorporated by reference to the Annual Report on
Form 10-K of NCE for the fiscal year ended
December 31, 1997 (File No. 1-12927))
2.5 Pro Forma Capitalization of NCE and consolidated
subsidiaries after giving effect to, among other
things, the transactions contemplated herein
(Confidential Treatment Requested)
2.6 Pro Forma Income Statement of NCE and consolidated
subsidiaries after giving effect to, among other
things, the transactions contemplated herein
(Confidential Treatment Requested)
2.7 Pro Forma Consolidated Cash Flows (Confidential
Treatment Requested)
4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this
Post-Effective Amendment No. 1 filed herein to be signed on their behalf by
the undersigned thereunto duly authorized.
NEW CENTURY ENERGIES, INC.
/s/Richard C. Kelly
By:___________________________________
Name: Richard C. Kelly
Title: Executive Vice President and
Chief Financial Officer
Date: March 20, 1998
5
<PAGE>
Exhibit G-4
Proposed Form of Federal Register Notice
New Century Energies, Inc., et al. (70-9007)
New Century Energies, Inc. ("NCE"), 1225 Seventeenth Street, Denver,
Colorado 80202-5534, a registered holding company, and certain of its direct
and indirect subsidiary companies, have filed a post-effective amendment to
their application or declaration, as previously amended, in this proceeding,
pursuant to sections 6(a), 7, 9(a), 10, 12, 32, and 33 of the Act and rules
42, 43, 45, 52, 53 and 54 under the Act.
By order dated August 1, 1997 (HCAR No. 26750) (the "Order"), the
Commission authorized, among other things, (i) external financings by NCE,
its utility operating company subsidiaries, and certain of its non-utility
subsidiaries (the "External Financings"), and (ii) intra-system financing
arrangements, including guarantees, between NCE and its subsidiaries and
between subsidiaries. The authorizations in the Order generally extend
through December 31, 1999 (the "Authorization Period").
The External Financings authorized in the Order include (i) the
issuance by NCE of common stock, par value $1.00 per share, for an aggregate
offering price of up to $535 million (exclusive of common stock issued for
benefit plans and dividend reinvestment plans), and (ii) short-term debt
aggregating not more than $100 million outstanding at any one time, which
limit is to increase by an additional $125 million in the event that PS
Colorado Credit Corporation ("PSCCC"), presently a subsidiary of Public
Service Company of Colorado ("PSCo"), becomes a direct subsidiary of NCE.
The intra-system financing authorizations include $50 million for guarantee
and credit support arrangements between the subsidiaries of NCE.
Since the filing of the Form U-1 and the Commission's issuance of the
Order, NCE has updated its projections of its future financing needs during
the Authorization Period. NCE accordingly now requests a modification to the
terms of the Order to increase the three authorization limits set out above
to the following: $745 million for common stock issuances by NCE (exclusive
of common stock issued for benefit plans and dividend reinvestment plans);
$200 million for short-term debt issuances and sales with the retention of
the $125 million increase in the event that PSCCC becomes a direct subsidiary
of NCE; and $100 million for intra-system guarantees, except to the extent
exempt pursuant to Rules 45 and 52. NCE also files its post-effective
amendment to clarify that NCE and its subsidiaries may use the proceeds from
the various financings authorized in the Order (as proposed to be modified)
to invest in "energy-related companies" within the meaning of Rule 58,
subject to the limitations of Rule 58(a)(1).
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NEW CENTURY
ENERGIES, INC. CONSOLIDTED BALANCE SHEET AS OF DECEMBER 31, 1997 AND
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE YEAR ENDED DECEMBER 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
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<NAME> New Century Energies, Inc.
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