As filed with the Securities and Exchange Commission on June 30, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
NEW CENTURY ENERGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1334327
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1225 17th Street, Denver, CO 80202
(Address of principal executive office, including zip code)
------------------
New Century Energies, Inc. Employee Investment Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees
New Century Energies, Inc.
Employees' Savings and Stock Ownership Plan for Bargaining Unit
Employees and Former Non-Bargaining Unit Employees
New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Non-Bargaining Unit Employees
(Full title of the plans)
PAUL J. BONAVIA, Esq.
Senior Vice President and General Counsel
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
(303) 294-2858
(Name, address, and telephone number, including area code,
of agent for service)
Copies to:
SUSAN A. MARSHALL, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
to be registered* registered** per share*** price*** registration fee
<S> <C> <C> <C> <C>
Common Stock (par value $1 per 2,000,000 $ 46.0625 $ 92,125,000 $ 27,177
share) shares
- ------------------------------- ----------------- ----------------- ------------------ ----------------
Preferred Stock Purchase Rights 2,000,000 ------ ------ ------*
rights
</TABLE>
*In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
Each share of Common Stock will have associated with it one right to purchase
one one-hundredth of a share of the Company's preferred stock at a stipulated
price in certain circumstances. No separate consideration will be received for
the Preferred Stock Purchase Rights.
**In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.
***Determined on the basis of the average of the high and low sale prices on
June 24, 1998, solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by New Century
Energies, Inc. (the "Company") and/or the Southwestern Public Service Company
Employee Investment Plan (the "SPS Plan")(now the New Century Energies, Inc.
Employee Investment Plan for Bargaining Unit Employees and Former Non-
Bargaining Unit Employees) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
3. The description of the Company's Common Stock contained in the Company's
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, File No. 33-64951.
4. The description of the Preferred Stock Purchase Rights contained in the
Registration Statement on Form 8-A dated June 23, 1997 of the Company.
5. The SPS Plan's Annual Report on Form 11-K for the year ended August 31,
1997.
All documents filed by the Company and the New Century Energies, Inc.
Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining
Unit Employees, the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit
Employees and the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Non-Bargaining Unit Employees (the "Plans") with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a 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 Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also 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 Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The financial statements and schedules of the Company, which are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the year ended December 31, 1997, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto.
The financial statements and the related supplemental schedules of the
Southwestern Public Service Company Employee Investment Plan for the year ended
August 31, 1997, which are incorporated herein by reference to the SPS Plan's
Annual Report on Form 11-K for the year ended August 31, 1997, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto.
The financial statements and the related supplemental schedules of the
Southwestern Public Service Company Employee Investment Plan for the year ended
August 31, 1996, which are incorporated herein by reference to the SPS Plan's
Annual Report on Form 11-K for the year ended August 31, 1997, have been audited
by Deloitte & Touche LLP, independent public accountants, as indicated in their
report with respect thereto.
Such financial statements and schedules are included herein in reliance
upon the authority of said firms as experts in accounting and auditing in giving
said reports.
With respect to the Company's unaudited interim financial information for
the quarters ended March 31, 1998 and 1997, included in its 1998 Form 10-Q,
which statements are incorporated herein by reference, 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 consolidated
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 consolidated interim financial information
because those reports are not a "report" or a "part" of the Registration
Statement prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Act.
The legality of the shares of Common Stock and the attached Preferred Stock
Purchase Rights of the Company will be passed upon for the Company by LeBoeuf,
Lamb, Greene & MacRae, L.L.P.
Item 6. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law ("The Delaware Act")
permits corporations organized thereunder to indemnify directors, officers,
employees and agents against liability under certain circumstances. The
Company's Restated Certificate of Incorporation (the "Company Charter")and the
Company's Restated Bylaws (the "Company Bylaws") provide for indemnification of
directors, officers, employees and agents to the full extent provided by the
Delaware Act. The Company Charter and the Company Bylaws state that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of itself and any director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the Delaware Act. Pursuant to Section
145(g) of the Delaware Act, the Company Charter and the Company Bylaws, the
Company maintains directors' and officers' liability insurance coverage. The
Company may also enter into an indemnity agreement with any director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise, as long as the provisions of the agreement
are not impermissible under applicable law.
As permitted by Section 102(a) of the Delaware Act, Article IX of the
Company Charter provides that no director shall be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability: (i) for any breach of the directors' duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware Act (relating to certain unlawful
distributions to shareholders) or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware Act is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of the directors of the Company shall
be eliminated or limited to the fullest extent permitted by the Delaware Act, as
so amended. The elimination and limitation of liability provided herein shall
continue after a director has ceased to occupy such position as to acts or
omissions occurring during such director's term or terms of office, and no
amendment, repeal or modification of this Article IX shall apply to or have any
effect on the liability or alleged liability of any director of the Company for
or with respect to any acts or omissions of such director occurring prior to
such amendment, repeal or modification.
Section B(1) of Article IX of the Company Charter provides that
Each person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or the person of whom
he or she is the legal representative, is or was a director or officer of
the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such
proceeding is alleged action or inaction in an official capacity as a
director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the Delaware
Act, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Company to provide broader indemnification rights than said law permitted
the Company to provide prior to such amendment), against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, except
as provided in this Article IX, Section B, the Company shall indemnify any
such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or she has met
the applicable standard set forth in the Delaware Act.
Item 8. Exhibits.
Exhibit No.
*4(a) Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to File No. 33-64951).
*4(b) By-laws of the Company, as amended (incorporated by
reference to Exhibit 3(b) to File No. 33-64951).
*4(c) Rights Agreement, dated as of August 1, 1997 between the Company
and The Bank of New York, as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Current Report on Form
8-K, dated August 1, 1997).
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
15 Letter of Arthur Andersen LLP on unaudited financial information.
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
23(c) Consent of Deloitte & Touche LLP.
24 Powers of Attorney (see signature pages).
- ---------------
*Incorporated herein by reference.
The Company undertakes that it will submit or has submitted the Plans and
any amendments thereto to the Internal Revenue Service (the "IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the Plans under Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on this 29th day of
June, 1998.
NEW CENTURY ENERGIES, INC.
By:/s/ Richard C. Kelly
Richard C. Kelly
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of New
Century Energies, Inc. whose signature follows constitutes and appoints Richard
C. Kelly as attorney-in-fact, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) of and supplements to this Registration Statement on Form S-8, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
to all intents and purposes and as fully as such person might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact and
agent, or a substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated.
Signature Title Date
/s/ Bill D. Helton Chairman of the Board, June 29, 1998
Bill D. Helton Chief Executive Officer,
and Director
/s/ Wayne H. Brunetti Vice Chairman, Chief June 29, 1998
Wayne H. Brunetti Operating Officer, and
Director
/s/ Richard C. Kelly Executive Vice President June 29, 1998
Richard C. Kelly and Chief Financial
Officer
/s/ C. Coney Burgess Director June 29, 1998
C. Coney Burgess
/s/ Danny H. Conklin Director June 29, 1998
Danny H. Conklin
/s/ Gayle L. Greer Director June 29, 1998
Gayle L. Greer
/s/ A. Barry Hirschfeld Director June 29, 1998
A. Barry Hirschfeld
/s/ Giles M. Forbess Director June 29, 1998
Giles M. Forbess
/s/ Will F. Nicholson, Jr. Director June 29, 1998
Will F. Nicholson, Jr.
/s/ J. Michael Powers Director June 29, 1998
J. Michael Powers
/s/ R.R. Hemminghaus Director June 29, 1998
R.R. Hemminghaus
/s/ J. Howard Mock Director June 29, 1998
J. Howard Mock
/s/ Rodney E. Slifer Director June 29, 1998
Rodney E. Slifer
/s/ W. Thomas Stephens Director June 29, 1998
W. Thomas Stephens
/s/ Robert G. Tointon Director June 29, 1998
Robert G. Tointon
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the New Century Energies, Inc.
Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining
Unit Employees, the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit
Employees and the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Non-Bargaining Unit Employees) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado on this 29th day of
June, 1998.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the New Century Energies, Inc.
Employee Investment Plan for Bargaining Unit Employees and Former Non-Bargaining
Unit Employees, the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Bargaining Unit Employees and Former Non-Bargaining Unit
Employees and the New Century Energies, Inc. Employees' Savings and Stock
Ownership Plan for Non-Bargaining Unit Employees and each of the undersigned
persons hereby constitutes and appoints Richard C. Kelly as its/his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution for it/him and in its/his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
of and supplements to this Registration Statement on Form S-8 and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises to all
intents and purposes and as fully as each said Plan itself and each said person
might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact and agent, or a substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
New Century Energies, Inc.
Employee Investment Plan for
Bargaining Unit Employees and
Former Non-Bargaining Unit
Employees
By:/s/ Marilyn Taylor
Marilyn Taylor
Vice President, Human
Resources and Plan
Administrator,
New Century Services
New Century Energies, Inc.
Employees' Savings and Stock
Ownership Plan for Non-
Bargaining Unit Employees
By:/s/ Marilyn Taylor
Marilyn Taylor
Vice President, Human
Resources and Plan
Administrator,
New Century Services
New Century Energies, Inc.
Employees' Savings and Stock
Ownership Plan for Bargaining
Unit Employees and Former Non-
Bargaining Unit Employees
By:/s/ Marilyn Taylor
Marilyn Taylor
Vice President, Human Resources
and Plan Administrator,
New Century Services
EXHIBIT INDEX
Exhibit No. Page No.
*4(a) Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to File No. 33-64951).
*4(b) By-laws of the Company, as amended (incorporated by reference to
Exhibit 3(b) to File No. 33-64951).
*4(c) Rights Agreement, dated as of August 1, 1997 between the Company
and The Bank of New York, as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Current Report on Form
8-K, dated August 1, 1997).
5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
15 Letter of Arthur Andersen LLP on unaudited financial information.
23(a) Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
Exhibit 5).
23(b) Consent of Arthur Andersen LLP.
23(c) Consent of Deloitte & Touche LLP.
24 Powers of Attorney (see signature pages).
- ------------------
* Incorporated herein by reference.
EXHIBIT 5
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 West 55th Street
New York, NY 10019-5389
June 29, 1998
New Century Energies, Inc.
1225 17th Street
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel for New Century Energies, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), which the Company proposes to file with
the Securities and Exchange Commission on or shortly after the date hereof under
the Securities Act of 1933, as amended, with respect to 2,000,000 additional
shares of Common Stock, $1.00 par value, of the Company (the "Common Stock") and
the related rights to purchase from the Company, for each share of the Common
Stock, one one-hundredth of a share of Series A Junior Participating Preferred
Stock (the "Purchase Rights"), pursuant to the Rights Agreement, dated August 1,
1997 between the Company and The Bank of New York (the "Rights Plan"), to be
issued pursuant to the New Century Energies, Inc. Employee Investment Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees, the New
Century Energies, Inc. Employees' Savings and Stock Ownership Plan for
Bargaining Unit Employees and Former Non-Bargaining Unit Employees and the New
Century Energies, Inc. Employees' Savings and Stock Ownership Plan for
Non-Bargaining Unit Employees (the "Plans").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and documents, and have reviewed such questions of law, as
we have deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have relied upon the aforesaid instruments, certificates, records and documents
and upon inquiries of Company representatives.
Based upon the foregoing, and subject to the qualifications and limitations
set forth in this letter, we are of the opinion that:
1. Upon issuance, delivery and payment therefor in accordance with the
terms of the Plans, the Common Stock will be validly issued, fully paid and
non-assessable; and
2. When the Purchase Rights are issued in accordance with the terms of the
Plans and the Rights Plan, the Purchase Rights will be validly issued.
This opinion is limited to the Delaware General Corporation Law, the laws
of the State of Colorado and the Federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
Very truly yours,
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
EXHIBIT 15
LETTER ON UNAUDITED FINANCIAL INFORMATION
June 26, 1998
New Century Energies, Inc.:
We are aware that New Century Energies, Inc. has incorporated by reference in
this Registration Statement (Form S-8) pertaining to the registration of New
Century Energies, Inc. common stock for the benefit plans listed on the cover of
the Registration Statement, its Form 10-Q for the quarter ended March 31, 1998,
which includes our report dated May 14, 1998 covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of the registration
statement prepared or certified by our Firm or a report prepared or certified by
our Firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 13, 1998
on New Century Energies, Inc., Public Service Company of Colorado, and
Southwestern Public Service Company all included in the New Century Energies,
Inc. Form 10-K for the year ended December 31, 1997, and our report dated
February 9, 1998 included in the Southwestern Public Service Company Employee
Investment Plan Annual Report on Form 11-K for the year ended August 31, 1997
and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
June 26, 1998
EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New Century Energies, Inc. Employee Investment Plan for Bargaining Unit
Employees and Former Non-Bargaining Unit Employees; New Century Energies, Inc.
Employees' Savings and Stock Ownership Plan for Bargaining Unit Employees and
Former Non-Bargaining Unit Employees; and New Century Energies, Inc. Employees'
Savings and Stock Ownership Plan for Non-Bargaining Unit Employees on Form S-8
of our report dated November 15, 1996 with respect to the financial statements
of the Southwestern Public Service Company Employee Investment Plan (the "Plan")
appearing in the Plan's Annual Report on Form 11-K for the year ended August 31,
1997, and to the reference to us under the heading "Interests of Named Experts
and Counsel" in such Registration Statement.
DELOITTE & TOUCHE LLP
Dallas, Texas
June 25, 1998
