(As filed March 30, 1999)
File No. 70-9397
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
on
FORM U-1/A
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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New Century Energies, Inc.
Public Service Company of Colorado
Cheyenne Light, Fuel and Power Company
New Century Services, Inc.
West Gas Interstate, Inc.
NC Enterprises, Inc.
New Century International, Inc.
e prime, inc.
PS Colorado Credit Corporation
Natural Fuels Corporation
P.S.R. Investments, Inc.
Green and Clear Lakes Company
1480 Welton, Inc.
The Planergy Group, Inc.
New Century-Cadence, Inc.
1225 17th Street
Denver, Colorado 80202-5533
Southwestern Public Service Company
Quixx Corporation
Utility Engineering Corporation
Tyler at Sixth
Amarillo, Texas 79101
(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 agent for service)
The Commission is requested to send copies of all
notices, orders and communications in connection with
this Application or 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>
The Application or Declaration filed in this proceeding on October 22,
1998, as amended and restated in its entirety by Amendment No. 1, filed
January 21, 1999, and as further amended by Amendment No. 2, filed February 2,
1999, and Amendment No. 3, filed March 12, 1999, is further amended as follows:
1. Subparagraph (ix) of ITEM 1.2 - NCE AND SUBSIDIARIES' CURRENT
FINANCING AUTHORITY is amended and restated to read as follows:
"(ix) NCE is authorized to use the proceeds of financing (including
guarantees) to fund investments in one or more EWGs or FUCOs
in an aggregate amount at any time outstanding which, when
added to NCE's "aggregate investment" (as defined in
Rule 53(a)(1)) at any time in all such entities, will not
exceed 100% of NCE's "consolidated retained earnings" (also
as defined in Rule 53(a)(1))."1
2. ITEM 1.3 - OTHER PENDING APPLICATIONS is amended by deleting
subparagraph (ii).
3. The final sentence of the first paragraph of ITEM 1.5 - USE OF
PROCEEDS is amended and restated to read as follows:
"Any use of proceeds to make investments in Rule 58 Subsidiaries will
be subject to the investment limitation of such rule, and any use of
proceeds to make investments in any EWG or FUCO will be subject to the
investment limitation of Rule 53, as modified as applicable to equity
and debt offerings and the issuance of guarantees by NCE by the
Commission's order dated February 26, 1999 in File No. 70-9341."
4. ITEM 3.2 - RULE 54 ANALYSIS is amended and restated in its
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entirety to read as follows:
"The transactions proposed herein are also 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 EWG or FUCO, the Commission shall not consider the effect
of the capitalization or earnings of any subsidiary which is an EWG or
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1 In New Century Energies, Inc., Holding Co. Act Release
No. 26982 (February 26, 1999), the Commission authorized NCE with respect to the
issuance of debt and equity securities, including guarantees, to have an
aggregate investment in EWGs and FUCOs, as calculated in accordance with
Rule 53(a)(1), in an amount up to NCE's consolidated retained earnings, as
determined in accordance with Rule 53(a)(1)(ii).
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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.
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)(i)) in EWGs and FUCOs exceeds 50% of
its "consolidated retained earnings" (also as defined in Rule
53(a)(1)(ii)). However, by order dated February 26, 1999 in File
No. 70- 9341, the Commission has authorized NCE to finance investments
in EWGs and FUCOs in an amount up to 100% of NCE's "consolidated
retained earnings." NCE's "aggregate investment" in all EWGs and
FUCOs, pro forma to include NCE's indirect investment in Yorkshire
Electricity Group plc ("Yorkshire"), which will become a FUCO,
and Independent Power Corporation plc ("IPC"), which will become
either an EWG or a FUCO, is currently equal to 55.4% of NCE's
"consolidated retained earnings"for the four quarters ended
December 31, 1998 ($698.2 million). At the present time, therefore,
NCE satisfies all of the requirements of Rule 53(a), as modified
by the Commission's order of February 26, 1999 in File No. 70-9341.
However, even if the Commission were to take into account 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 herein
relate to a program of external and intrasystem financing for a
variety of corporate purposes, including the refunding of
significant amounts of indebtedness of PSCo.
Moreover, there has been no material impact on NCE's consolidated
capitalization by reason of the inclusion therein of the capitalization
and earnings of EWGs and FUCOs (including on a pro forma basis
Yorkshire and IPC) in which NCE has an interest. NCE believes that
its current capitalization ratios (45.3% equity and 54.7% debt and
preferred securities as of December 31, 1998) and relevant measurements
of earning capacity (e.g., earnings per share) are within acceptable
ranges established by peer group utilities. Finally, although NCE's
consolidated earnings for the year ended December 31, 1997, were
negatively affected by its investment in Yorkshire, this was solely
as the result of the imposition by the United Kingdom of a one-time,
non-recurring, windfall tax on Yorkshire. Importantly, this tax did
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not affect earnings from ongoing operations, and, therefore, would
not have any negative financial impact on earnings in future periods."
5. ITEM 6 - EXHIBITS AND FINANCIAL STATEMENTS is amended to list the
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following updated financial statements:
B. FINANCIAL STATEMENTS.
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1.1 Balance Sheet of NCE and consolidated subsidiaries,
as of December 31, 1998 (incorporated by reference to
the Current Report on Form 8-K of NCE, as filed
February 23, 1999) (File No. 1-12927).
1.2 Statements of Income of NCE and consolidated
subsidiaries for the year ended December 31, 1998
(incorporated by reference to the Current Report on
Form 8-K of NCE, as filed February 23, 1999) (File
No. 1-12927).
2.1 Balance Sheet of PSCo and consolidated subsidiaries,
as of December 31, 1998 (incorporated by reference to
the Current Report on Form 8-K of PSCo, as filed
February 23, 1999) (File No. 1-3280).
2.2 Statements of Income of PSCo and consolidated
subsidiaries for the year ended December 31, 1998
(incorporated by reference to the Current Report on
Form 8-K of PSCo, as filed February 23, 1999) (File
No. 1-3280).
3.1 Balance Sheet of SPS, as of December 31, 1998
(incorporated by reference to the Current Report on
Form 8-K of SPS, as filed February 23, 1999) (File
No. 1-3789).
3.2 Statements of Income of SPS for the year ended
December 31, 1998 (incorporated by reference to the
Current Report on Form 8-K of SPS, as filed
February 23, 1998) (File No. 1-3789).
4.1 Balance Sheet of Enterprises and consolidated
subsidiaries as of December 31, 1998 (incorporated by
reference to Exhibit 3.1 to Amendment No. 2 to the
Application/Declaration filed in File No. 70-9199).
4.2 Statement of Income of Enterprises and consolidated
subsidiaries as of December 31, 1998 (incorporated
by reference to Exhibit 3.2 to Amendment No. 2 to
the Application/Declaration filed in File
No. 70-9199).
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this statement
filed herein to be signed on their behalf by the undersigned thereunto duly
authorized.
NEW CENTURY ENERGIES, INC.
PUBLIC SERVICE COMPANY OF COLORADO
NEW CENTURY SERVICES, INC.
NC ENTERPRISES, INC.
E PRIME, INC.
GREEN AND CLEAR LAKES COMPANY
THE PLANERGY GROUP, INC.
NEW CENTURY-CADENCE, INC.
SOUTHWESTERN PUBLIC SERVICE COMPANY
By: /s/ Richard C. Kelly
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Name: Richard C. Kelly
Title: Executive Vice President of
New Century Energies, Inc.,
Public Service Company of
Colorado, New Century
Services, Inc., NC
Enterprises, Inc., and
Southwestern Public Service
Company; President of e
prime, inc.; Treasurer of
Green and Clear Lakes
Company and New
Century-Cadence, Inc.; and
Vice President of The
Planergy Group, Inc.
(signatures continued on the next page)
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CHEYENNE LIGHT, FUEL AND POWER
COMPANY
WEST GAS INTERSTATE INC.
NEW CENTURY INTERNATIONAL INC.
PS COLORADO CREDIT CORPORATION
1480 WELTON, INC.
P.S.R. INVESTMENTS, INC.
By: /s/ Cathy J. Hart
-----------------------------------
Name: Cathy J. Hart
Title: Secretary
NATURAL FUELS CORPORATION
QUIXX CORPORATION
UTILITY ENGINEERING CORPORATION
By: /s/ Bill D. Helton
-----------------------------------
Name: Bill D. Helton
Title: Chairman of the Board
Date: March 30, 1999
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