NEW CENTURY ENERGIES INC
U-1/A, 1998-05-12
ELECTRIC & OTHER SERVICES COMBINED
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                             As filed on May 12, 1998

                                                               File No. 70-9193

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ----------------------------------

                                 AMENDMENT NO. 2
                                     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
                              NC Enterprises, Inc.
                             1225 Seventeenth Street
                           Denver, Colorado 80202-5534

                  (Names of companies filing this statement
                 and address of principal executive offices)
                     ------------------------------------

                           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, Jr., 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"), Public Service Company of Colorado
("PSCo"), and NC Enterprises, Inc. ("NC Enterprises") hereby amend their Form
U-1 Application/Declaration, docketed in File No. 70-9193, as amended, as
follows:

      1.    By amending Item No. 1 (Description of the Proposed Transaction)
by replacing the seventh paragraph with the following so as to add footnote 1:

            NC   Enterprises   plans  to  prepay   the  note   through   capital
      contributions  made by NCE upon the  anticipated  sale of common  stock in
      1998 and 1999 as authorized in File No.  70-9007.1/ In the event that such
      plan  changes,  NCE  commits to file a  post-effective  amendment  to this
      Application/Declaration to inform the Commission of its new payment plan.

      -------------------------------
      1/ By order  dated  August 1, 1997  (HCAR  No.  26740)  issued in File No.
         70-9007,  the Commission  authorized,  among other things, NCE to issue
         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).  Concurrent  with the
         filing of this Application/  Declaration,  NCE has filed Post-Effective
         Amendments  to its  Application/Declaration  in  File  No.  70-9007  to
         increase  this  common  stock  authorization  amount  to  $745  million
         (exclusive  of common  stock  issued  for  benefit  plans and  dividend
         reinvestment  plans).  NCE has indicated in File No.  70-9007 that upon
         the sale of common stock for which  authorization is requested  herein,
         it will make the contemplated capital contribution to NC Enterprises to
         enable the prepayment of the note.




                                       1

<PAGE>

                                    SIGNATURE

      Pursuant to the  requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned  companies have duly caused this Amendment No.
1 to be signed on their behalf by the undersigned thereunto duly authorized.


                                    NEW CENTURY ENERGIES, INC.
                                    PUBLIC SERVICE COMPANY OF COLORADO
                                    NC ENTERPRISES, INC.

                                       By:
                                    Name:   Richard C. Kelly
                                    Title:  Executive Vice President and
                                            Chief Financial Officer of
                                            New Century Energies, Inc.;
                                            Executive Vice President of
                                            Public Service Company of
                                            Colorado;
                                            Executive Vice President of
                                            NC Enterprises


Date:  May 12, 1998

                                       2



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