U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the quarterly period ended June 30, 1998
New Century Energies, Inc.
(Name of Registered Holding Company)
1225 17th Street, Denver, Colorado 80202
(Address of Principal Executives Offices)
Inquires concerning this Form U-9C-3
may be directed to either:
Teresa S. Madden
Controller
New Century Energies, Inc.
1225 17th Street, Suite 900
Denver, CO 80202
(303) 294-2338
or
William M. Dudley
Associate General Counsel
New Century Energies, Inc.
1225 17th Street, Suite 600
Denver, CO 80202
(303) 294-2500
<PAGE>
NEW CENTURY ENERGIES, INC.
FORM U-9C-3
For the Quarter Ended June 30, 1998
Table of Contents
Page
Item 1. Organization Chart 1
Item 2. Issuances and Renewals of Securities and Capital Contributions 2
Item 3. Associated Transactions 2
Item 4. Summary of Aggregate Investment 3
Item 5. Other Investments 3
Item 6. Financial Statements and Exhibits 3
SIGNATURE 4
<PAGE>
Item 1. - ORGANIZATION CHART
<TABLE>
<CAPTION>
Name of Energy or Percentage of Nature
Reporting Gas Related Date of State of Voting of
Company Company Organization Organization Securities Held Business
------- ------- ------------ ------------ --------------- --------
<S> <C> <C> <C> <C> <C>
New Century Energies, Inc.(a)
NC Enterprises, Inc. (a)
New Century-Cadence, Inc. (a) Energy-related August 28, 1997 CO 100% Holds energy-related company
Cadence Network LLC Energy-related September 3, 1997 DE 33 1/3% Energy management and consulting
services; also brokering and
marketing of energy commodities
Planergy Group (new) (a) Energy-related January 2, 1997 TX 100% Holds energy-related companies
Planergy, Inc. (new) (a) Energy-related August 19, 1997 TX 100% Energy management and consulting
services
Planergy Services, Inc.(new)(a) Energy-related July 30, 1987 DE 100% Energy management and consulting
services
- -----------------------
(a) Directly and/or indirectly holds securities in energy-related companies.
</TABLE>
Narrative Description of Activities for Reporting Period
New Century Cadence, Inc. - Exclusively in business of holding interest in
Cadence Network LLC. Cadence Network LLC provides a single source for both
energy management services and products designed to lower energy costs for
national companies that operate at multiple locations.
Planergy Group and subsidiaries - Effective April 1, 1998, NC Enterprises, Inc.
purchased all of the outstanding common stock, and assumed other outstanding
debt, of Falcon Seaboard Energy Services, Inc. (FSES). Subsequently, FSES
changed its name to the Planergy Group. Planergy Group consists of two principal
operating subsidiaries providing energy management, consulting and demand side
management services to industrial, commercial, utility and municipal
customers. The operating subsidiaries consist of Planergy, Inc. and Planergy
Services, Inc. Other subsidiaries that were acquired are inactive or have no
significant operations or employees.
1
<PAGE>
Item 2. - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTION
CAPITAL CONTRIBUTIONS:
Company Company Amount of
Contributing Receiving Capital
Capital Capital Contribution
- ------- ------- ------------
NONE
Item 3. - ASSOCIATED TRANSACTIONS
Part I. - Transactions performed by reporting companies on behalf of associate
companies.
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs of Amount
Services Services Rendered Charged Charged Capital Billed
- -------- -------- -------- ------- ------- ------- ------
NONE (a)
(a) Planergy, Inc. has two contracts with Southwestern Public Service Company,
a New Century Energies, Inc. system operating company. These contracts were
entered into and approved by the Public Utility Commission of Texas prior to the
acquisition and, accordingly, are not reported herein.
Part II. - Transactions performed by associate companies on behalf of reporting
companies.
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs of Amount
Services Services Rendered Charged Charged Capital Billed
- -------- -------- -------- ------- ------- ------- ------
NONE
2
<PAGE>
Item 4. - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies: (in thousands)
Total consolidated capitalization as
of June 30, 1998 $5,113,110 Line 1
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) 766,967 Line 2
Greater of $50 million or line 2 $766,967 Line 3
Total current aggregate investment:
(categorized by major line of
energy-related business)
Energy management services (Category I) 16,828
Total current aggregate investment 16,828 Line 4
--------
Difference between the greater of $50
million or 15% of capitalization and
the total aggregate investment of the
registered holding company system $750,139 Line 5
(line 3 less line 4) ========
Investments in gas-related companies:
NONE
Item 5. - OTHER INVESTMENTS
Major Line Other Other Reason for
of Energy-Related Investment in Last Investment in This Difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
- -------- ------------- ------------- ----------------
NONE
Item 6. - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements:
Exhibit A-1 Financial statements of Cadence Network, LLC for the quarter
ended June 30, 1998 - filed under confidential treatment pursuant to Rule
104(b).
Exhibit A-2 Financial statements of Planergy Group for the quarter ended
June 30, 1998 - filed under confidential treatment pursuant to Rule
104(b).
B. Exhibits:
Exhibit B-1 Contract between Planergy, Inc. and Southwestern Public
Service Company to provide demand-side management services. In accordance
with Rule 201 of Regulation S-T, this exhibit is being filed in paper
pursuant to a temporary hardship exemption.
Exhibit B-2 Contract between Planergy, Inc. and Southwestern Public
Service Company to provide demand-side management services. In accordance
with Rule 201 of Regulation S-T, this exhibit is being filed in paper
pursuant to a temporary hardship exemption.
3
<PAGE>
SIGNATURE
The undersigned registered holding company has duly caused this quarterly
report to be signed on its behalf by the undersigned officer thereunto duly
authorized pursuant to the requirements of the Public Utility Holding Company
Act of 1935.
New Century Energies, Inc.
By /s/Teresa S. Madden
Teresa S. Madden
Controller
August 28, 1998
With the above signature, I also certify that the corresponding report on Form
U-9C-3 for the first quarter of 1998 was filed with New Century Energies, Inc.'s
interested state commissions whose names and addresses are listed below.
Public Utilities Commission of the State of Colorado
1580 Logan Street
Denver, CO 80203
Public Service Commission of Wyoming
Hansen Building, Suite 300
2515 Warren Avenue
Cheyenne, WY 82002
Public Utility Commission of Texas
1701 N. Congress Avenue
Austin, Texas 78711
New Mexico Public Utility Commission
224 E. Palace Avenue
Santa Fe, NM 87503
Kansas Corporation Commission
1500 SW Arrowhead Road
Topeka, KS 66604
Oklahoma Corporation Commission
2101 N. Lincoln Blvd., Suite 130
Oklahoma City, OK 73105
4
