(As filed December 21, 1999)
File No. 70-8787
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 4
("POS AMC")
to
FORM U-1
APPLICATION/DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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New Century Energies, Inc.
Public Service Company of Colorado
NC Enterprises, Inc.
Natural Fuels Corporation
1225 17th Street
Denver, Colorado 80202-5533
(Names of companies filing this statement and
addresses of principal executive offices)
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New Century Energies, Inc.
(Name of top registered holding company parent)
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Teresa S. Madden
Controller
New Century Energies, Inc
1225 17th Street, Suite 900
Denver, Colorado 80202-5533
(Name and address of agents 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 Energies, Inc Thelen Reid & Priest LLP
1225 17th Street, Suite 600 40 West 57th Street
Denver, Colorado 80202-5533 New York, New York 10019
<PAGE>
Post-Effective Amendment No. 1, as filed in this proceeding on
October 1, 1999, as amended by Post-Effective Amendment No. 2, dated December
15, 1999, and Post-Effective Amendment No. 3, dated December 20, 1999, is
hereby further amended as follows:
Item 3.2 Rule 54 Analysis, is amended and restated to read as follows:
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"3.2 Rule 54 Analysis. The transactions proposed herein are also
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subject to Section 32(h)(4) of the Act and Rule 54 thereunder. Rule 54 provides
that, in determining whether to approve any transaction that does not relate to
an "exempt wholesale generator" ("EWG") or exempt "foreign utility company"
("FUCO"), the Commission shall not consider the effect of the capitalization or
earnings of any subsidiary which 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 or is
continuing. Rule 53(c) is inapplicable by its terms because the proposals
contained herein do not involve the issue and sale of securities (including any
guarantees) to finance an acquisition of an EWG or FUCO.
At the present time, NCE does not satisfy the requirements of Rule
53(a)(1). Rule 53(a)(1) limits a registered holding company's financing of
investments in EWGs if such holding company's "aggregate investment" (as defined
in Rule 53(a)(1)) in EWGs and FUCOs exceeds 50% of its "consolidated retained
earnings" (also as defined in Rule 53(a)(1)). NCE's "aggregate investment" in
all EWGs and FUCOs, pro forma to include NCE's indirect investment in Yorkshire
Electricity Group plc ("Yorkshire") and Independent Power Corporation plc
("IPC"), is currently equal to 50.8% of NCE's average "consolidated retained
earnings" for the four quarters ended September 30, 1999. However, by order
dated February 26, 1999 (the "100% Order"), the Commission has authorized NCE to
finance investments in EWGs and FUCOs in an amount up to 100% of NCE's
"consolidated retained earnings."1 Accordingly, although NCE's "aggregate
investment" exceeds the 50% limitation in Rule 53(a)(1), it is below the 100%
limitation authorized in the 100% Order.
Even if the Commission were to take into account, on a pro forma basis,
the effect of the capitalization and earnings of EWGs and FUCOs (including, on a
pro forma basis, Yorkshire and IPC) in which NCE has invested, it would have no
basis for denying the transactions proposed herein. The transactions proposed
relate to an internal reorganization in which an interest in an existing
energy-related business would simply be transferred to an associate company,
indeed, the same associate company (i.e., PSCo) which owned the investment prior
to the merger. Moreover, since the date of the 100% Order, there has been no
material change in NCE's consolidated capitalization. As of September 30, 1998,
the most recent period for which financial statement information was evaluated
in the 100% Order, NCE's consolidated capitalization consisted of 49.4% equity
and 50.6% debt. As of September 30, 1999, NCE's consolidated capitalization
consisted of 48.9% equity and 51.1% debt. The proposed transactions will have no
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1 See New Century Energies, Inc., Holding Co. Act Rel No. 26982.
<PAGE>
impact on consolidated capitalization on a pro forma basis. NCE believes that
this ratio remains within acceptable ranges and limits. Further, NCE's interests
in EWGs and FUCOs have contributed positively to its consolidated earnings since
the date of the 100% Order."
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this statement
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: /s/ Richard C. Kelly
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Name: Richard C. Kelly
Title: Executive Vice President
NATURAL FUELS CORPORATION
By: /s/ Curtis C. Dallinger
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Name: Curtis C. Dallinger
Title: President
Date: December 21, 1999
