(As filed December 15, 1999)
File No. 70-8787
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------
Post-Effective Amendment No. 2
("POS AMC")
to
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.
Natural Fuels Corporation
1225 17th Street
Denver, Colorado 80202-5533
(Names of companies filing this statement and
addresses of principal executive offices)
-----------------------------------------------------
New Century Energies, Inc.
(Name of top registered holding company parent)
------------------------------------------------------
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, is hereby amended and restated in its entirety to read as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
------------------------------------
By order dated August 1, 1997 (Holding Co. Act Rel. No. 26748) in this
proceeding (the "Merger Order"), the Commission authorized New Century Energies,
Inc. ("NCE"), a registered holding company, to acquire all of the issued and
outstanding common stock of Public Service Company of Colorado ("PSCo") and
Southwestern Public Service Company ("SPS") and to organize NC Enterprises, Inc.
("Enterprises") as an intermediate holding company for certain of the existing
non-utility subsidiaries of PSCo and SPS which the Commission held to be
retainable under the standards of Section 11(b)(1) of the Act. In accordance
with the Merger Order, PSCo transferred Natural Fuels Corporation ("Natural
Fuels"), an 83.63% subsidiary of PSCo, to Enterprises by means of a declaration
of a dividend of the shares of Natural Fuels to NCE, followed by a capital
contribution of such shares by NCE to Enterprises. These transactions were
carried out on August 1, 1999. The remaining 16.37% interest in Natural Fuels is
owned by CIC Stock Corporation ("CIC"), an indirect subsidiary of the Coastal
Corporation, a non-affiliate of NCE.
Natural Fuels currently holds a 50% interest in Natural/Total Limited
Liability Company ("Natural/Total"), a Wyoming limited liability company, and a
50% profits interest (25% capital interest) in Natural/Peoples Limited Liability
Company ("Natural/Peoples"), also a Wyoming limited liability company.
Natural/Total, in turn, holds a 67% interest in Natural/Total/KN Limited
Partnership ("Natural/Total LLP").
Natural Fuels and its subsidiaries named above are engaged in two
distinct lines of business which relate generally to the commercialization of
compressed natural gas as a fuel for motor vehicles. One line of business
includes the conversion of motor vehicles to permit operation by compressed
natural gas or propane, and the construction, ownership and operation of
compressed natural gas fueling stations ("Energy Services"). The other line of
business involves the packaging and marketing of compressed natural gas fueling
facility equipment ("Station Equipment"). The two lines of business have
substantially different customer bases, geographic focus, and capital
requirements. The Energy Services business is confined to parts of Colorado and
Wyoming and generally serves the needs of motor vehicle users (both individual
and fleet). The business generally involves the ownership and operation of
long-lived assets (viz. refueling stations). In contrast, the Station Equipment
business is national and international in scope, and serves the needs of fuel
providers, utilities, and automotive fleet operators, rather than vehicle users.
This business does not involve investment in or ownership or operation of
long-lived assets.
The applicants have now determined that it would be desirable from an
operational and organizational standpoint to separate Natural Fuel's Energy
Services and Station Equipment businesses and transfer the former back to PSCo.
The applicants believe that the Energy Services business fits well with PSCo's
gas-utility operations, as they share a similar customer base in Colorado and
Wyoming and involve similar operational characteristics. Moreover, PSCo already
owns and operates compressed natural gas fueling stations at the majority of its
service centers for the operation of more than 350 service vehicles which use
2
<PAGE>
compressed natural gas in compliance with the requirements of the Energy Policy
Act of 1992. The applicants also believe that the transfer would streamline and
focus the marketing and public education efforts that are now conducted by both
Natural Fuels and PSCo.1
Accordingly, to the extent not exempt under the Act or rules
thereunder, the applicants request approval for a series of related transactions
that will result in the separation of Natural Fuels Energy Services and Station
Equipment businesses and transfer of the former back to PSCo. These transactions
are described as follows:
1. Natural Fuels will redeem the 16.37% interest in its
outstanding common stock that is held by CIC through a
distribution of accounts receivable valued at approximately
$465,000.
2. Natural Fuels would then contribute its remaining assets
(including its membership interests in Natural/Total and
Natural/Peoples) to two newly organized limited liability
companies, which are referred to here as Natural Fuels Company
LLC (or "NATCO") and Natural Station Equipment LLC (or
"STATCO").
3. Natural Fuels would then distribute the membership interest in
STATCO (valued at approximately $417,000) to Enterprises,
which will continue to hold such interest indefinitely as a
limited liability company subsidiary.
4. Enterprises would then transfer 100% of the common stock of
Natural Fuels to PSCo by means of a declaration of a dividend
of the shares of Natural Fuels to NCE, followed by a capital
contribution of such shares by NCE to PSCo, such that Natural
Fuels would become a wholly-owned subsidiary of PSCo.
5. PSCo will form a single-member limited liability company,
Colorado Natural Fuels, LLC ("Colorado Natural") and then
cause Natural Fuels to be merged into Colorado Natural.
Colorado Natural will continue to hold NATCO as a limited
liability company subsidiary.
As a result of these interrelated transactions, PSCo will then own,
directly and indirectly through Colorado Natural, all of the compressed
natural gas services business of Natural Fuels, consisting of the existing
refueling station operations in Colorado and Wyoming and vehicle conversion
operations. The assets and business associated with Natural Fuels' station
equipment business will remain with NC Enterprises.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
-------------------------------
The fees, commissions and expenses incurred or to be incurred in
connection with the transactions proposed herein are estimated at $6,000.
- -----------------------------
1 As an example, PSCo currently provides educational services to public
officials, including fire departments, on natural gas safety issues, while
Natural Fuels provides similar educational services on safety issues
involving natural gas vehicles.
3
<PAGE>
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
--------------------------------
3.1 General. The redemption by Natural Fuels of the shares of common
-------
stock held by CIC is subject to Sections 9(a)(1) and 10, but may be exempt
pursuant to Rule 42. The organization and acquisition of the securities of NATCO
and STATCO by Natural Fuels in exchange for the assets of Natural Fuels is
subject to Sections 9(a)(1), 10, 12(b) and 12(f) of the Act and Rules 43 and 45
thereunder. Section 12(c) of the Act and Rule 46 thereunder are applicable to
the distribution by Natural Fuels to Enterprises of the membership interests in
STATCO. Likewise, Section 12(c) of the Act and Rule 46 thereunder are applicable
to the distribution by Enterprises to NCE of the common stock of Natural Fuels.
Section 12(b) of the Act and Rule 45 thereunder are applicable to the
contribution by NCE of the common stock of Natural Fuels to PSCo. The
organization and acquisition of Colorado Natural by PSCo are subject to
Sections 9(a)(1) and 10 of the Act, and the merger of Natural Fuels into
Colorado Natural is subject to Sections 6(a), 7, 9(a)(1) and 10 of the Act.
3.2 Rule 54 Analysis. 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
"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.
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)). However, by order dated February
26, 1999, the Commission has authorized NCE to finance investments in EWGs and
FUCOs in an amount up to 100% of NCE's "consolidated retained earnings."2 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. 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.
- -----------------------------
2 See New Century Energies, Inc., Holding Co. Act Rel No. 26982.
4
<PAGE>
However, 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, 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. Additionally, NCE believes that its capitalization
ratios and income levels are within acceptable ranges. 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 not affect earnings from ongoing
operations, and, therefore, would not have any negative financial impact on
earnings in future periods.
ITEM 4. REGULATORY APPROVALS.
---------------------
No state commission and no federal commission, other than this
Commission, has jurisdiction over the proposed transactions.
ITEM 5. PROCEDURE.
----------
The Commission is requested to publish a notice under Rule 23 with
respect to the filing of this Post-Effective Amendment as soon as practicable
and to issue an order approving the Post-Effective Amendment not later than
December 15, 1999, so as to allow the transactions described herein to be
consummated before year end. The applicants request that there should not be a
30-day waiting period between issuance of the Commission's order and the date on
which the order is to become effective. The applicants hereby waive a
recommended decision by a hearing officer or any other responsible officer of
the Commission and consents that the Division of Investment Management may
assist in the preparation of the Commission's decision and/or order, unless the
Division opposes the matters proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
----------------------------------
A. EXHIBITS.
---------
A-1 Articles of Organization of Natural Fuels Company
LLC.
A-2 Articles of Organization of Natural Station
Equipment LLC.
5
<PAGE>
B None.
C None.
D None.
E None.
F Opinion of Counsel.
G Financial Data Schedule Per-Book NCE. (Incorporated
by reference to Exhibit 27 to the Quarterly Report on
Form 10-Q of NCE for the period ended September 30,
1999) (File No. 1-12927).
H Proposed Form of Federal Register Notice. (Previously
filed).
B. FINANCIAL STATEMENTS.
---------------------
1.1 Consolidated Balance Sheet of NCE and
subsidiaries, as of September 30, 1999
(incorporated by reference to the Quarterly Report
on Form 10-Q of NCE for the period ended September
30, 1999) (File No. 1-12927).
1.2 Consolidated Statement of Income of NCE and
subsidiaries for the nine-months ended September
30, 1999 (incorporated by reference to the
Quarterly Report on Form 10-Q of NCE for the
period ended September 30, 1999) (File No.
1-12927).
2.1 Consolidated Balance Sheet of NC Enterprises, Inc.
and subsidiaries, as of September 30, 1999.
2.2 Consolidated Statement of Income of NC
Enterprises, Inc. and subsidiaries for the nine
months ended September 30, 1999.
3.1 Pro forma balance sheet of Natural Fuels
Corporation and subsidiaries, as of September 30,
1999.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
----------------------------------------
The transactions that are the subject of this Post-Effective Amendment
do not involve a "major federal action" nor do they "significantly affect the
quality of the human environment" as those terms are used in section 102(2)(C)
of the National Environmental Policy Act. The transactions that are the subject
of this Post-Effective Amendment will not result in changes in the operation of
the applicants that will have an impact on the environment. The applicants are
not aware of any federal agency that has prepared or is preparing an
environmental impact statement with respect to the transactions that are the
subject of this Post-Effective Amendment.
6
<PAGE>
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
--------------------------
Name: Richard C. Kelly
Title: Executive Vice President
NATURAL FUELS CORPORATION
By: /s/ Curtis C. Dallinger
--------------------------
Name: Curtis C. Dallinger
Title: President
Date: December 15, 1999
EXHIBIT A-1
CERTIFICATE OF FORMATION
OF
NATURAL STATION EQUIPMENT LLC
The undersigned, having been duly authorized to execute this Certificate of
Formation pursuant to the Delaware Limited Liability Act, certifies as follows
with respect to such limited liability company:
1. Name: The name of the limited liability company is Natural Station
-----
Equipment LLC ("Company").
2. Registered Office and Agent. The name and business address of the Company's
----------------------------
initial registered agent for service of process is Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19805, and the Company's
registered office in the State of Delaware is 1013 Centre Road, Wilmington,
Delaware 19805.
3. Delayed Effective Date. The date of formation of the Company shall be
-------------------------
January 1, 1999.
December 11, 1998 /s/ Arlene S. Bobrow
-----------------------------------
Arlene S. Bobrow, Authorized Person
EXHIBIT A-2
CERTIFICATE OF FORMATION
OF
NATURAL STATION EQUIPMENT LLC
The undersigned, having been duly authorized to execute this Certificate of
Formation pursuant to the Delaware Limited Liability Act, certifies as follows
with respect to such limited liability company:
1. Name: The name of the limited liability company is Natural Station
-----
Equipment LLC ("Company").
2. Registered Office and Agent. The name and business address of the Company's
----------------------------
initial registered agent for service of process is Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19805, and the Company's
registered office in the State of Delaware is 1013 Centre Road, Wilmington,
Delaware 19805.
3. Delayed Effective Date. The date of formation of the Company shall be
-------------------------
January 1, 1999.
December 11, 1998 /s/ Arlene S. Bobrow
----------------------------------
Arlene S. Bobrow, Authorized Person
EXHIBIT F
New Century Energies, Inc.
1225 Seventeenth Street
Denver, Colorado 80202
December 15, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: New Century Energies, Inc., et al.
Form U-1 Application/Declaration
(File No. 70-8787)
Dear Sirs:
I refer to Post-Effective Amendment Nos. 1 and 2 to the Form U-1
Application/Declaration, as amended (the "Post-Effective Amendment"), under the
Public Utility Holding Company Act of 1935, as amended (the "Act"), filed with
the Securities and Exchange Commission (the "Commission") by New Century
Energies, Inc. ("NCE"), a Delaware corporation, Public Service Company of
Colorado ("PSCo"), a Colorado corporation, NC Enterprises, Inc. ("NC
Enterprises"), a Delaware corporation, and Natural Fuels Corporation ("Natural
Fuels"), a Colorado corporation. Capitalized terms used in this letter without
definition have the meanings ascribed to such terms in the Post-Effective
Amendment.
The Post-Effective Amendment seeks authorization and approval for
certain interrelated transactions (to the extent not otherwise exempt) in
connection with the formation of two new subsidiaries of Natural Fuels and the
transfer of the common stock of Natural Fuels by NC Enterprises to PSCo (the
"Transaction").
I have acted as counsel for NCE, PSCo, NC Enterprises and Natural Fuels
in connection with the Post-Effective Amendment and, as such counsel, I am
familiar with the corporate proceedings taken by NCE, PSCo, NC Enterprises and
Natural Fuels in connection with the Transaction.
I am familiar with or have reviewed those corporate records of NCE,
PSCo, NC Enterprises, and Natural Fuels and such other documents as I have
deemed necessary to review as a basis for the opinions hereinafter expressed. In
such review, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity
with the originals of all documents submitted to me as copies.
The opinions expressed below with respect to the Transaction described
in the Post-Effective Amendment are subject to the following further assumptions
and conditions:
(a) The Transaction shall have been duly authorized and approved
by the Boards of Directors of NCE, PSCo, NC Enterprises and
Natural Fuels, to the extent required by the governing
corporate documents of such parties and state laws applicable
to them.
(b) The Commission shall have duly entered an appropriate order or
orders with respect to the Transaction as described in the
Post-Effective Amendment granting and permitting the
Post-Effective Amendment to become effective under the Act and
the rules and regulations thereunder.
(c) The parties shall have obtained all consents, waivers and
releases, if any, required for the Transaction under all
applicable governing corporate documents, contracts and
agreements, debt instruments, indentures, franchises, licenses
and permits.
(d) No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed above.
(e) The consummation of the Transaction shall be conducted under
my supervision and all legal matters incident thereto shall be
satisfactory to me, including the receipt in satisfactory form
of such opinions of other counsel qualified to practice in
jurisdictions pertaining to the Transaction in which I am not
admitted to practice, as I may deem appropriate.
Based upon the foregoing, and subject to the assumptions and conditions
set forth herein, and having regard to legal considerations which I deem
relevant, I am of the opinion that, in the event that the proposed Transaction
is consummated in accordance with the Post-Effective Amendment:
(a) The laws of the states of Colorado and Delaware applicable to
the proposed Transaction will have been complied with.
(b) Natural Fuels Company LLC, Natural Station Equipment LLC, and
"New" Natural Fuels are each validly formed and duly existing
under the laws of the State of Colorado.
(c) (i) Natural Fuels will have legally acquired its outstanding
common stock, (ii) Natural Fuels will have legally acquired
membership interests in Natural Fuels LLC and Natural Station
Equipment LLC, (iii) PSCo will have legally acquired the
common stock of Natural Fuels and "New" Natural Fuels, and
(iv) Natural Fuels will have been legally merged into "New"
Natural Fuels.
(d) The consummation of the proposed Transaction will not violate
the legal rights of the holders of any securities issued by
NCE, NC Enterprises, PSCo, or Natural Fuels.
I have acted as counsel for NCE, NC Enterprises, PSCo, and Natural
Fuels in connection with the Post-Effective Amendment and, accordingly, this
opinion is limited to actions taken by NCE, NC Enterprises, PSCo, and Natural
Fuels in connection with the Transaction.
The opinions given herein are intended solely for the use of the
Commission and may not be relied upon by any third party. I hereby consent to
the use of this opinion as an exhibit to the Post-Effective Amendment.
Sincerely,
/s/ William M. Dudley
William M. Dudley
EXHIBIT 2.1
NC ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEET
(THOUSANDS OF DOLLARS)
SEPTEMBER 30, 1999
ASSETS
Property, plant and equipment, at cost $ 57,122
Less: accumulated depreciation 20,008
-----------------
Total property, plant and equipment 37,114
-----------------
Investments, at cost:
Investments in unconsolidated subsidiaries 358,069
Other 68,213
-----------------
Total investments 426,282
-----------------
Current assets:
Cash and temporary cash investments 7,986
Accounts receivable 114,788
Accounts receivable from associated companies 47,957
Materials and supplies 5,072
Current portion of accumulated deferred income
taxes 367
Prepaid expenses and other 4,499
-----------------
Total current assets 180,669
-----------------
Deferred charges 62,295
-----------------
Total assets $ 706,360
=================
CAPITAL AND LIABILITIES
Common stock $ 164,586
Retained earnings 28,304
Accumulated other comprehensive income 4,756
-----------------
Total common equity 197,646
Long-term debt 18,221
Notes payable to associated companies 324,081
-----------------
Total capital 539,948
-----------------
Noncurrent liabilities 210
-----------------
Current liabilities:
Long-term debt due within one year 1,670
Accounts payable 89,784
Accounts payable from associated companies 15,409
Customers' deposits 321
Accrued taxes 15,890
Other 13,738
-----------------
Total current liabilities 136,812
-----------------
Deferred credits:
Accumulated deferred income taxes 17,236
Other 12,154
-----------------
Total deferred credits 29,390
-----------------
Total capital & liabilities $ 706,360
=================
EXHIBIT 2.2
NC ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF INCOME
(THOUSANDS OF DOLLARS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Operating revenues:
Electric $ 110
Gas 80,640
Other 135,009
----------------
215,759
Operating expenses:
Cost of gas sold 72,661
Other operating and maintenance expense 148,583
Depreciation and amortization 4,980
Taxes (other than income taxes) 987
----------------
227,211
----------------
Operating income (loss) (11,452)
Other income and deductions:
Equity in earnings of Yorkshire Power and
other unconsolidated subsidiaries 15,245
Miscellaneous income and deductions - net 2,400
----------------
17,645
Interest charges 18,194
----------------
Income (loss) before income taxes (12,001)
Income tax (benefit) expense (18,268)
----------------
Net income $ 6,267
================
EXHIBIT 3.1
NATURAL FUELS CORPORATION AND SUBSIDIARIES
PROFORMA BALANCE SHEET
(THOUSANDS OF DOLLARS)
SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
PRO FORMA
PER BOOK ADJUSTMENTS PRO FORMA
AMOUNTS DEBIT (CREDIT) AMOUNTS (3)
ASSETS
<S> <C> <C> <C> <C>
Property, plant and equipment, at cost: $ 5,798 (673) (2) $ 5,125
Less: accumulated depreciation 2,442 462 (2) 1,980
------------- ------------
Total property, plant and equipment 3,356 3,145
------------- ------------
Investments, at cost: 264 264
------------- ------------
Current assets:
Cash and temporary cash investments 412 (313) (2) 99
Accounts receivable 2,395 (465) (1) 621
(1,309) (2)
Materials and supplies 2,142 (1,678) (2) 464
Prepaid expenses and other 114 (67) (2) 47
------------- ------------
Total current assets 5,063 1,231
------------- ------------
Total assets $ 8,683 $ 4,640
============= ============
CAPITAL AND LIABILITIES
Common stock $ 15,680 465 (1) $ 14,798
417 (2)
Retained earnings (deficit) (12,841) (12,841)
------------- ------------
Total capital 2,839 1,957
------------- ------------
Current liabilities:
Notes payable and commercial paper 2,700 1,282 (2) 1,418
Long-term debt due within one year 5 5
Accounts payable 754 560 (2) 194
------------- ------------
Total current liabilities 3,459 1,617
------------- ------------
Deferred credits:
Accumulated deferred income taxes 935 935
Other 1,450 1,319 (2) 131
------------- ------------
Total deferred credits 2,385 1,066
------------- ------------
Total capital & liabilities $ 8,683 $ 4,640
============= ============
</TABLE>
NOTES: PRO FORMA ADJUSTMENTS
(1) Redemption of common stock held by CIC at net book value in exchange for
accounts receivable.
(2) Assets and liabilities transferred into STATCO and the capital stock
dividend of the Investment in STATCO to NC Enterprises.
(3) Pro Forma Amounts represent the consolidated Natural Fuels and NATCO
amounts. NC Enterprises will dividend this investment in Natural Fuels
to NCE, which will then contribute it to PSCo.
