Form 10-K/A
Amendment No. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Exact name of registrant as specified in its
charter, State or other jurisdiction of incorporation
or organization, Address of principle executive
Commission offices and Registrant's Telephone Number, IRS Employer
File Number including area code Identification No.
- ----------- ----------------------------------------------- ------------------
1-12927 NEW CENTURY ENERGIES, INC. 84-1334327
(a Delaware Corporation)
1225 17th Street
Denver, Colorado 80202
Telephone (303) 571-7511
--------------------
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors
The following table sets forth certain information concerning the
directors of NCE as of December 31, 1999.
<TABLE>
<CAPTION>
First Year Principal Occupation and
Served as Business Experience;
Name and Age Director Other Directorships
- --------------------------------------------------------------------------------
<S> <C> <C>
R. R. Hemminghaus [f][g] 1997 Chairman Emeritus (1999 to present), Chairman (1987 to 1999)and
63 Chief Executive Officer (1987 to 1998), Ultramar Diamond
Shamrock Corporation, San Antonio, Texas;
Chairman, Federal Reserve Bank of Dallas, Texas, 1994 to present;
Director, Luby's, Inc., San Antonio, Texas, 1989 to present;
Director, billserv.com, Inc. (electronic bill presentment company),
San Antonio, Texas, 1999 to present;
Director, CTS Corporation (manufacturer of electronic
components), Elkhart, Indiana, 2000 to present;
Director, Southwestern Public Service Company, Amarillo, Texas,
1994 to 1997.
J. Howard Mock [a][g] 1997 Chairman and Chief Executive Officer, Jaynes Corporation (general
58 contracting firm), Albuquerque, New Mexico, 1988 to present;
Chairman, Colorado Jaynes Construction Company, Durango and
Denver, Colorado, 1996 to present;
Advisory Director, Norwest Banks New Mexico, Albuquerque,
New Mexico, 1994 to present;
President, Associated General Contractors of America, Washington,
D.C., 1997 to 1998;
Chairman, Banes General Contractors, El Paso, Texas, 1988 to
1997;
Director, Southwestern Public Service Company, Amarillo, Texas,
1992 to 1997.
Rodney E. Slifer [a] 1997 Partner, Slifer, Smith & Frampton (a real estate firm), Vail,
65 Colorado, 1989 to present;
Director, Alpine Banks of Colorado, 1983 to present;
Director, Public Service Company of Colorado, Denver, Colorado,
1988 to 1997.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
First Year Principal Occupation and
Served as Business Experience;
Name and Age Director Other Directorships
- --------------------------------------------------------------------------------
<S> <C> <C>
W. Thomas Stephens[e][h] 1997 President, Chief Executive Officer and Director, MacMillan Bloedel
57 Ltd. (Canadian manufacturer of building materials, paper and
packaging), 1997 to retirement in 1999;
Chairman (1990 to 1996), President and Chief Executive Officer
(1986 to 1996), Manville Corporation, Denver, Colorado;
Director, The Putnam Funds, 1997 to present;
Director, Qwest Communications International Inc., 1997 to present;
Director, TransCanada Pipeline, 1999 to present;
Director, Fletcher Challenge Canada (paper manufacturer), 1999 to
present;
Director, Public Service Company of Colorado, Denver, Colorado,
1989 to 1997.
Robert G. Tointon [e][g] 1997 President and Chief Executive Officer, Phelps-Tointon, Inc.
66 (specialty construction contractor and manufacturer), Greeley,
Colorado, 1989 to present;
Director, Writer Corporation (home builder), Denver, Colorado,
1992 to present;
Director, Public Service Company of Colorado, Denver, Colorado,
1988 to 1997.
Wayne H. Brunetti * 1997 Chairman and Chief Executive Officer (March 2000 to present),
57 Vice Chairman and Chief Operating Officer (1997 to March
2000), President and Director (1997 to present), New Century
Energies, Inc., Denver, Colorado;
Chairman (February 2000 to present), Vice Chairman (1997 to
February 2000), President (1994 to present), Chief Executive
Officer (1997 to present) and Director (1994 to present), Public
Service Company of Colorado and subsidiaries, Denver, Colorado;
Chairman (February 2000 to present), Vice Chairman (1997 to
February 2000), Chief Executive Officer and Director (1997 to
present), Southwestern Public Service Company, Amarillo,
Texas;
Chairman (March 2000 to present), Vice Chairman (1997 to March
2000), Chief Executive Officer (1997 to present), Chairman
(1997) and Director (1994 to present), Cheyenne Light, Fuel and
Power Company;
Vice Chairman, President and Chief Executive Officer (1997 to
March 2000) and Director (1997 to present), NC Enterprises,
Inc., and subsidiaries;
Chairman (March 2000 to present), Vice Chairman (1997 to March
2000), President, Chief Executive Officer and Director (1997 to
present), New Century Services, Inc.;
Chairman (1997 to present), President (1995 to present) and
Director (1994 to present), WestGas InterState, Inc.;
Chairman (2000 and 1998), Vice Chairman (1999 and 1997) and
Director (1997 to present), Yorkshire Power Group Limited,
United Kingdom.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
First Year Principal Occupation and
Served as Business Experience;
Name and Age Director Other Directorships
- --------------------------------------------------------------------------------
<S> <C> <C>
C. Coney Burgess [c][e] 1997 Chairman, Herring Bancorp, Inc., Vernon, Texas, 1991 to present;
62 Chairman, Herring Bancshares Inc. (bank holding company), Altus,
Oklahoma, 1992 to present;
Chairman and President, Burgess-Herring Ranch Company,
Amarillo, Texas, 1974 to present;
Chairman and President, Chain-C, Inc. (agricultural firm),
Amarillo, Texas, 1968 to present;
Director, Herring National Bank, Clarendon, Texas, 1993 to
present;
Director, Herring National Bank, Vernon, Texas, 1972 to present;
President and Director, Monarch Trust Company, Amarillo, Texas,
1975 to present;
Director, Southwestern Public Service Company, Amarillo, Texas,
1994 to 1997.
Danny H. Conklin [d][e] 1997 President (1999 to present) and Partner (1960 to 1998), Philcon
65 Development Co. (oil and gas production and exploration),
Amarillo, Texas;
Director, Tejas Bancshares, Inc. (bank holding company), Amarillo,
Texas, 1997 to present;
Director, First National Bank of Amarillo, Amarillo, Texas, 1997
to present;
Director, Parallel Petroleum Corporation, Midland, Texas, 1983
to 1999;
Director, Southwestern Public Service Company, Amarillo, Texas,
1988 to 1997.
Gayle L. Greer [b] 1997 Chairperson/Co-Founder, GS2, Inc. (internet consulting), Denver,
58 Colorado, 1998 to present;
Senior Vice President, Time Warner Communications, Denver,
Colorado, 1997 to 1998;
Senior Vice President (1996 to 1997) and Group Vice President
(1984 to 1996), Time Warner Cable, Denver, Colorado;
Director, ING - North America Financial Services, 1996 to present;
Director, Young Americans Bank, Denver, Colorado, 1999 to present;
Director, Exempla Health Care, Denver, Colorado, 1998 to present;
Director, Public Service Company of Colorado, Denver, Colorado,
1986 to 1997.
A. Barry Hirschfeld [c] 1997 President, A. B. Hirschfeld Press, Inc., Denver, Colorado, 1984
57 to present;
Director, Public Service Company of Colorado, Denver, Colorado,
1988 to 1997.
Giles M. Forbess [a][c] 1997 Chairman (1970 to present), President and Chief Operating Officer
64 (1970 to 1998), Benton Oil Company, Lubbock, Texas;
Chairman (1970 to present) and President (1970 to 1997),
Petroleum Transport, Inc., Lubbock, Texas;
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
First Year Principal Occupation and
Served as Business Experience;
Name and Age Director Other Directorships
- --------------------------------------------------------------------------------
<S> <C> <C>
Giles M. Forbess [a][c] Director, State National Bank of West Texas, Lubbock, Texas, 1996
64 (continued) to present;
Director, Southwestern Public Service Company, Amarillo, Texas,
1991 to 1997.
Bill D. Helton * 1997 Chairman Emeritus (March 2000 to present), Chairman, Director
61 and Chief Executive Officer (1997 to March 2000), New Century
Energies, Inc., Denver, Colorado;
Chairman and Director, Public Service Company of Colorado,
Denver, Colorado, 1997 to February 2000;
Chairman (1991 to February 2000), Director (1990 to February
2000) and Chief Executive Officer (1990 to 1997), Southwestern
Public Service Company, Amarillo, Texas;
Chairman and Director, Cheyenne Light, Fuel and Power Company,
1997 to March 2000;
Chairman and Director, NC Enterprises, Inc. and subsidiaries, 1997
to March 2000;
Chairman and Director, New Century Services, Inc., 1997 to March
2000.
Albert F. Moreno [a][g] 1999 Senior Vice President and General Counsel (1996 to present) and
56 Chief Counsel (1994 to 1996), Levi Strauss & Co., San
Francisco, California.
J. Michael Powers [c] 1997 President, Powers Masonry Supply, Cheyenne, Wyoming, and Fort
57 Collins, Colorado, 1974 to present;
President, Powers Products Company (a specialty
construction company), Cheyenne, Wyoming, and
Denver, Colorado, 1974 to present;
Director, American National Bank, Cheyenne, Wyoming, 1992 to
present;
Director, Public Service Company of Colorado, Denver, Colorado,
1978 to 1997.
</TABLE>
NOTES
The age of each Director was as of December 31, 1999.
(a) Member of Nominations and Civic Responsibility Committee.
(b) Chairperson of Nominations and Civic Responsibility Committee.
(c) Member of Audit Committee.
(d) Chairperson of Audit Committee.
(e) Member of Finance Committee.
(f) Chairperson of Finance Committee.
(g) Member of Compensation Committee.
(h) Chairperson of Compensation Committee.
* Mr. Helton retired as Chairman of the Board and Chief Executive Officer,
effective March 1, 2000. The NCE Board named Mr. Helton to the honorary
position of Chairman Emeritus in recognition of his 36 years of service and
leadership. Mr. Brunetti was elected to succeed Mr. Helton as Chairman of the
Board, President and Chief Executive Officer.
4
<PAGE>
The Board held nine meetings in 1999. All of the above Directors attended
75% or more of the aggregate of NCE meetings of the Board and the committees on
which they served in 1999. According to the Bylaws of the Company, the Board has
standing committees, which facilitate the carrying out of its responsibilities.
The Nominations and Civic Responsibility Committee, which held three
meetings in 1999, is responsible for nominating new members to the Board. This
committee also oversees the Company's procedures for the compliance with its
legal obligations, its relationship with the communities in which it operates
and its corporate governance procedures. Shareholders wishing to nominate
candidate(s) for future consideration by the Nominations and Civic
Responsibility Committee may do so by writing to the Secretary of the Company,
at the address shown on the cover of this Form 10-K/A. Your nomination should
include the candidate's name, biographical data and qualifications, along with a
statement acknowledging their willingness to serve.
The Audit Committee held three meetings during 1999. The functions of the
Audit Committee are 1) to select and recommend to the Board a firm of
independent public accountants to audit the books and records of NCE and its
subsidiaries annually and review the scope of such audit; 2) to receive and
review the audit reports and recommendations and transmit the audit reports and
recommendations to the Board; and 3) to review the internal control procedures
of NCE and its subsidiaries and recommend to the Board any necessary changes in
those procedures. Additionally, the Audit Committee assists the Board in
fulfilling its responsibilities related to the accounting policies and reporting
practices of NCE and its subsidiaries and adequacy of disclosures to
shareholders.
The Compensation Committee, which met four times during 1999, reviews the
performance of and recommends salaries and other forms of compensation for all
executive officers. The Compensation Committee annually reviews the process of
establishing salaries and wages of Company employees; reviews the process of
management development and long-range planning for Company development; and
reviews and makes recommendations regarding fees and other compensation for
outside Directors of the Board. In addition, the Compensation Committee is
responsible for the oversight of the retirement, savings and welfare plans
(except for the Finance Committee responsibilities described below) and the NCE
Omnibus Incentive Plan. It also appoints the executive officers responsible for
the day-to-day management of the NCE Omnibus Incentive Plan and approves the
guidelines for granting awards under the plan.
The Finance Committee, which held five meetings in 1999, reviews
management's strategic financial plans for the Company, makes recommendations
regarding that strategy to the Board and reviews and approves strategic
financial goals, including new business opportunities for NCE. It also oversees
the financial management of funds of the retirement, savings and welfare plans
for employees and executive officers, which includes: selection of investment
objectives, monitoring of investments, establishing policy guidelines, and
selection and evaluation of trustees and investment managers for these plans.
The Committee receives regular reports on the status of these plans and reports
to the Board, at least annually.
Executive Officers
The following table sets forth certain information concerning the
executive officers of NCE as of December 31, 1999.
<TABLE>
<CAPTION>
Name Age Occupation/Title Period
- ---- --- ---------------- ------
<S> <C> <C> <C>
Bill D. Helton (a) 61 Chairman of the Board, CEO and Director 1997-Present
Chairman of the Board and Director 1997-Present
Public Service Company of Colorado, Cheyenne Light,
Fuel and Power Company, NC Enterprises, Inc.
New Century Services, Inc., and e prime, inc.
Chairman of the Board and Director, New Century- 1997-1999
Cadence, Inc.
Director, Southwestern Public Service Company 1990-Present
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name Age Occupation/Title Period
- ---- --- ---------------- ------
<S> <C> <C> <C>
Bill D. Helton CEO, Southwestern Public Service Company 1990-1997
(continued) Chairman of the Board, Southwestern Public
Service Company, Quixx Corporation and 1991-Present
Utility Engineering Corporation
Director, Quixx Corporation 1990-Present
Chairman of the Board and Director, Quixx Power
Services, Inc. 1993-Present
Director, Utility Engineering Corporation 1989-Present
Director, New Century International, Inc. 1998-Present
Chairman of the Board and Director, New Century- 1998-1999
Centrus, Inc.
Chairman of the Board and Director, 1998-Present
New Century Energies Foundation
Wayne H. Brunetti(a) 57 Vice Chairman, President, COO, and Director 1997-Present
Vice Chairman and CEO, Public Service Company of 1997-Present
Colorado and Cheyenne Light, Fuel and Power Company
President and Director, Public Service Company
of Colorado 1994-Present
Vice Chairman, President, CEO, and Director, 1997-Present
NC Enterprises, Inc. and New Century Services, Inc.
Vice Chairman, President, CEO and Director, New 1997-1999
Century-Cadence, Inc.
Chairman, 1480 Welton, Inc., Green and Clear Lakes 1997-Present
Company, and WestGas InterState, Inc.
Chairman, PSR Investments, Inc. and PS Colorado Credit 1997-1998
Corporation
President and Director, 1480 Welton, Inc. 1996-Present
Vice Chairman, CEO, and Director, Southwestern Public 1997-Present
Service Company
Director, Cheyenne Light, Fuel and Power Co., Green and 1994-Present
Clear Lakes Company, and WestGas InterState, Inc.
Director, PSR Investments, Inc. and PS Colorado Credit 1994-1998
Corporation
Director, Young Gas Storage Company and e prime, inc. 1995-Present
President and Director, Fuel Resources Development Co. 1995-Present
President, Green and Clear Lakes Company and WestGas 1995-Present
InterState, Inc.
President, New Century International, Inc. 1997-1997
Director, New Century International, Inc. 1997-Present
Chairman of the Board, New Century International, Inc. 1998-Present
President, PSR Investments, Inc. and PS Colorado Credit 1996-1998
Corporation
Director, Yorkshire Electricity Group plc, Yorkshire 1997-Present
Holdings, plc and Yorkshire Power Group Limited
Chairman of the Board, Cheyenne Light, Fuel and Power 1997-1997
Company and e prime, inc.
Vice Chairman and Director, Quixx Corporation and 1997-Present
Utility Engineering Corporation
Vice Chairman, Yorkshire Holdings plc 1997-1998
Vice Chairman, e prime, inc. 1997-Present
Vice Chairman, Yorkshire Electricity Group plc 1997-1998
Chairman of the Board, Yorkshire Electricity Group, plc 1998-Present
Chairman of the Board and Director, Yorkshire Power 1998-Present
Group Limited, Yorkshire Holdings plc
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name Age Occupation/Title Period
- ---- --- ---------------- ------
<S> <C> <C> <C>
Wayne H. Brunetti Chairman of the Board and Director 1998-1999
(continued) Planergy (Delaware) Inc., Planergy Energy Services
Corporation, Planergy New York, Inc., Planergy
Power II, Inc., Planergy Services USA, Inc., Planergy
Services of California, Inc., Planergy Services of
Houston, Inc., Planergy Services of Texas, Inc.,
Inc., Planergy, Inc., Cogeneration Capital Associates
Planergy Services, Incorporated, The Planergy Group, Inc.
President and Director, New Century Energies Foundation 1998-Present
Vice Chairman, Director, President and CEO, New Century- 1998-Present
Centrus, Inc.
Director, New Century O&M Services, Inc. 1998-Present
Director, New Century WYCO, Inc. 1999-Present
Richard C. Kelly (d) 53 Executive Vice President and Chief Financial Officer 1997-Present
President, Treasurer, and Director 1995-1997
Executive Vice President and Director, Public Service 1997-Present
Company of Colorado and Southwestern Public Service
Company
Chief Financial Officer, Public Service Company of 1997-1998
Colorado and Southwestern Public Service Company
Senior Vice President, Public Service Company of Colorado 1990-1997
Treasurer, Public Service Company of Colorado 1986-1997
Executive Vice President and Director, NC Enterprises,
Inc. and New Century Services, Inc. 1997-Present
Treasurer, Fuel Resources Development Co., Green and 1994-Present
Clear Lakes Company and WestGas InterState, Inc.
Treasurer, 1480 Welton, Inc. and Cheyenne Light, Fuel
and Power Company 1994-1998
Director, Texas-Ohio Pipeline, Inc., 1996-Present
and e prime Networks, Inc.
Director, Quixx Corporation, Utility Engineering 1997-Present
Corporation, Yorkshire Electricity Group plc, Yorkshire
Holdings plc and Yorkshire Power Group Limited
Director, 1480 Welton, Inc. 1989-Present
Director, Cheyenne Light, Fuel and Power Company 1990-Present
Vice President, Fuel Resources Development Co. 1990-Present
Director, Fuel Resources Development Co. 1991-Present
Director, Green and Clear Lakes Company and Natural Fuels
Corporation 1990-Present
Director, New Century International, Inc. 1997-Present
Secretary, New Century International, Inc. 1997-1998
Chairman of the Board, New Century-Cadence, Inc. 1999-Present
Treasurer, New Century-Cadence, Inc. 1997-1999
Director, New Century-Cadence, Inc. 1997-Present
Director, PSR Investments, Inc. 1986-Present
Vice President, PSR Investments, Inc. 1986-1998
Director, PS Colorado Credit Corporation 1987-Present
Vice President, PS Colorado Credit Corporation 1987-1998
Director, WestGas InterState, Inc. 1993-Present
Director, Young Gas Storage Company and e prime inc. 1995-Present
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Name Age Occupation/Title Period
- ---- --- ---------------- ------
<S> <C> <C> <C>
Richard C. Kelly Vice President and Treasurer, Young Gas Storage Company 1995-1998
(continued) Secretary, Treasurer and Director, e prime Energy
Marketing, Inc. 1997-Present
President and CEO, e prime inc. 1997-Present
Chairman and Director, e prime Florida, Inc. and e prime 1999-Present
Georgia, Inc.
Vice President and Treasurer, e prime, inc. 1995-1997
Chairman of the Board, Texas-Ohio Pipeline, Inc. 1997-Present
Chairman of the Board, Young Gas Storage Company 1998-Present
Chief Financial Officer, New Century Services, Inc., 1998-Present
WestGas InterState, Inc. and Green and Clear Lakes
Company
Director, Planergy (Delaware), Inc., Planergy Energy 1998-Present
Services Corporation, Planergy Services USA, Inc.,
Planergy Services of California, Inc., Planergy Services
of Houston, Inc., Planergy Services of Texas, Inc.,
Planergy Services, Inc., Planergy, Inc., Cogeneration
Capital Associates Incorporated
Vice President and Director, Planergy New York, Inc., 1998-Present
Planergy Power II, Inc., The Planergy Group, Inc.
President and Director, NCE Communications, Inc. 1996-Present
(formerly e prime Telecom, Inc.)
Treasurer, New Century-Centrus, Inc. 1998-Present
Director, New Century-Centrus, Inc. 1998-1999
Treasurer and Director, New Century Energies Foundation 1998-Present
Management Committee Representative, ep3, L.P. 1996-Present
Director, ep3, L.P. 1998-Present
Treasurer and Corporate Secretary, e prime Networks, Inc. 1998-Present
Paul J. Bonavia (b) 48 Senior Vice President and General Counsel 1997-Present
General Counsel, 1480 Welton, Inc., Green and Clear Lakes 1998-Present
Company, NC Enterprises, Inc., PSR Investments, Inc.,
PS Colorado Credit Corporation, WestGas InterState, Inc.
Senior Vice President and General Counsel, Cheyenne Light, 1998-Present
Fuel and Power Company, New Century Services, Inc.,
Public Service Company of Colorado and Southwestern
Public Service Company
President, General Counsel and Director, New Century 1998-Present
International, Inc.
Director, Yorkshire Power Group Limited, Yorkshire 1998-Present
Holdings plc and Yorkshire Electricity Group plc
Brian P. Jackson (c) 41 Senior Vice President Finance and Administrative Services 1997-Present
Treasurer, Chief Financial Officer and Director, 1998-Present
1480 Welton, Inc., NC Enterprises, Inc. and Cheyenne
Light, Fuel and Power Company
Treasurer and Chief Financial Officer, NCE 1998-Present
Communications, Inc. and New Century International, Inc.
Chairman of the Board, President, Chief Financial 1998-Present
Officer, and Director, PSR Investments, Inc. and PS
Colorado Credit Corporation
Chairman of the Board, New Century-Centrus, Inc. 1999-Present
Treasurer, Planergy (Delaware), Inc., Planergy Energy 1998-Present
Services Corporation, Planergy Limited, Planergy New
York, Inc., Planergy Power II, Inc., Planergy Services
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Name Age Occupation/Title Period
- ---- --- ---------------- ------
<S> <C> <C> <C>
Brian P. Jackson USA, Inc., Planergy Services of California, Inc.,
(continued) Planergy Services of Houston, Inc., Planergy Services
of Texas, Inc., Planergy Services, Inc., Planergy, Inc.,
The Planergy Group, Inc., Cogeneration Capital
Associates Incorporated
Treasurer 1999-Present
Treasurer, Public Service Company of Colorado, 1999-Present
Southwestern Public Service Company, New Century
Services, Inc., New Century O&M Services, Inc., e prime
Florida, Inc. and e prime Georgia, Inc.
Treasurer and Vice President, New Century-Cadence, Inc. 1999-Present
Director, New Century-Centrus, Inc. 1998-Present
Treasurer and Director, New Century WYCO, Inc. 1999-Present
Treasurer and Director, e prime, inc. 1998-Present
Vice President, WestGas Interstate, Inc. 1999-Present
Senior Vice President and Chief Financial Officer, 1998-Present
Southwestern Public Service Company
Senior Vice President, Chief Financial Officer and 1998-Present
Director, Public Service Company of Colorado
Senior Vice President, New Century Services, Inc. 1998-Present
Management Committee Representative, Centrus, LLP 1998-Present
Teresa S. Madden 43 Controller 1997-Present
Secretary 1997-1998
Controller, Public Service Company of Colorado, 1997-Present
Southwestern Public Service Company and New Century
Services, Inc.
Secretary, Public Service Company of Colorado and New 1997-1998
Century Services, Inc.
Assistant Secretary, Southwestern Public Service Company 1997-1998
Director, Yorkshire Power Group Limited, Yorkshire 1997-1998
Holdings plc and Yorkshire Electricity Group plc
Secretary, Fuel Resources Development Co. 1997-Present
Secretary, NC Enterprises, Inc., WestGas InterState, Inc., 1997-1998
e prime, inc., Cheyenne Light, Fuel and Power Company,
New Century-Cadence, Inc. and Texas-Ohio Pipeline, Inc.
Manager of Corporate Accounting, Public Service Company 1990-1997
of Colorado
Assistant Secretary, Public Service Company of Colorado 1995-1997
and e prime, inc.
Assistant Secretary, 1480 Welton, Inc., PSR Investments, 1991-1998
Inc., PS Colorado Credit Corporation,
Assistant Secretary, Cheyenne Light, Fuel and Power 1991-1997
Company and Fuel Resources Development Co.
Controller, 1480 Welton, Inc., Cheyenne Light, Fuel 1998-Present
and Power Company, Green and Clear Lakes Company,
NC Enterprises, Inc., New Century International, Inc.,
PSR Investments, Inc., PS Colorado Credit Corporation,
and WestGas InterState, Inc.
Assistant Secretary, Yorkshire Electricity Group plc, 1998-Present
Yorkshire Holdings plc, and Yorkshire Power Group
Limited
David M. Wilks 53 Executive Vice President and Director, Public Service 1997-Present
Company of Colorado and New Century Services, Inc.
Executive Vice President and Director, New Century- 1997-1998
Cadence, Inc.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Name Age Occupation/Title Period
- ---- --- ---------------- ------
<S> <C> <C> <C>
David M. Wilks Director, Cheyenne Light, Fuel and Power Company 1997-Present
(continued) Director, Southwestern Public Service Company, Quixx 1995-Present
Power Services, Inc., Utility Engineering Corporation
and Quixx Corporation
President and Chief Operating Officer, Southwestern Public 1995-Present
Service Company
Senior Vice President, Southwestern Public Service Company 1991-1995
Director, WestGas InterState, Inc. and Young Gas Storage 1998-Present
Company
Vice President and Director, New Century Energies
Foundation 1998-Present
Chairman, President and Director, New Century O&M 1999-Present
Services Inc.
Chairman, President, CEO and Director, New Century 1999-Present
WYCO, Inc.
Cathy J. Hart(e) 50 Secretary 1998-Present
Secretary, 1480 Welton, Inc., Cheyenne Light, Fuel 1998-Present
and Power Company, Cogeneration Capital Associates
Incorporated, Green and Clear Lakes Company, NC
Enterprises, Inc., New Century International, Inc.,
New Century Services, Inc., New Century-Cadence, Inc.,
New Century-Centrus, Inc., PSR Investments, Inc., PS
Colorado Credit Corporation, Planergy (Delaware), Inc.,
Planergy Energy Services Corporation, Planergy Limited,
Planergy New York, Inc., Planergy Power II, Inc.,
Planergy Services USA, Inc., Planergy Services of
California, Inc., Planergy Services of Houston, Inc.,
Planergy Services of Texas, Inc., Planergy Services,
Inc., Planergy, Inc., Public Service Company of Colorado,
Texas-Ohio Pipeline, Inc., The Planergy Group, Inc.,
WestGas InterState, Inc., Young Gas Storage Company and
e prime, Inc.
Secretary, NCE Communications, Inc., New Century 1999-Present
O&M Services, Inc., New Century WYCO, Inc.,
e prime Florida, Inc. and e prime Georgia, Inc.
Assistant Secretary, Southwestern Public Service Company 1998-Present
Manager, Corporate Communications, Public Service 1993-1996
Company of Colorado
Tom Petillo (f) 55 Executive Vice President, New Century Services, Inc. 1998-Present
President and Director, New Century International, Inc. 1997-1998
Executive Vice President, Public Service Company of 1998-Present
Colorado and Southwestern Public Service Company
Chairman of the Board and Director, Planergy Limited 1998-Present
Senior Vice President Planergy New York, Inc. and 1998-1999
Planergy, Inc.
Vice President, Cogeneration Capital Associates 1998-1999
Incorporate, Planergy (Delaware), Inc.,
Planergy Energy Services Corporation,
Planergy Services USA, Inc., Planergy Services of
California Inc., Planergy Services of Houston, Inc.,
Planergy Services of Texas, Inc., Planergy Services, Inc.
Director, Cogeneration Capital Associates Incorporated, 1998-Present
Planergy (Delaware), Inc., Planergy Energy Services
Corporation, Planergy Services USA, Inc., Planergy
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Name Age Occupation/Title Period
- ---- --- ---------------- ------
<S> <C> <C> <C>
Tom Petillo Services of California, Inc., Planergy Services of
(continued) Houston, Inc., Planergy Services of Texas, Inc.
Planergy Services, Inc., Planergy, Inc. and Planergy
New York, Inc.
President, Planergy Power II, Inc. and The Planergy 1998-1999
Group, Inc.
Director, Planergy Power II, Inc. and The 1998-Present
Planergy Group, Inc.
Chairman of the Board, Planergy (Delaware) Inc., 1999-Present
Planergy Energy Services Corporation,
Planergy New York, Inc., Planergy Power II, Inc.,
Planergy Services USA, Inc., Planergy Services of
California, Inc., Planergy Services of Houston, Inc.,
Planergy Services of Texas, Inc., Planergy Services,
Inc., Planergy, Inc., Cogeneration Capital Associates
Incorporated, The Planergy Group, Inc.
President and CEO, New Century-Cadence, Inc. 1999-Present
Executive Vice President, New Century-Cadence, Inc. 1998-1999
Director, New Century-Cadence, Inc. 1998-Present
Director, e prime Florida, Inc. and e prime Georgia, Inc. 1999-Present
Vice President and Director, New Century-Centrus, Inc. 1998-1999
Henry H. Hamilton 61 Executive Vice President and Director, Southwestern 1997-Present
Public Service Company, Public Service Company of
Colorado and New Century Services, Inc.
Vice President of Production, Southwestern Public Service 1987-1997
Company
Director, Quixx Power Services, Inc. 1993-Present
Chairman of the Board and President 1998-1999
KES Montego, Inc., Quixx Borger Cogen, Inc.,
Quixx Carolina, Inc., Quixx Mustang Station, Inc.,
Quixx WPP94, Inc. and Quixxlin Corp.
Director, KES Montego, Inc., Quixx Borger Cogen, Inc., 1998-Present
Quixx Carolina, Inc.,
Quixx Mustang Station, Inc., Quixx WPP94, Inc.
and Quixxlin Corp.
President, CEO, COO and Director, Quixx Corporation 1998-1999
President and CEO, Quixx Power Services, Inc. 1998-Present
Vice President, Quixx Carolina, Inc., 1999-Present
Quixx Power Services, Inc., Quixx WPP94, Inc.
KES Montego, Inc., Quixx Borger Cogen, Inc.,
Quixx Mustang Station, Inc. and Quixxlin Corp.
Director, Utility Engineering Corporation 1998-Present
CEO, Borger Funding Corporation 1998-Present
</TABLE>
There are no family relationships between executive officers or directors
of the registrants. There are no arrangements or understandings between the
executive officers individually and any other person with reference to their
being selected as officers of each registrant. All executive officers of each
registrant are elected annually by the respective Board of Directors.
(a) Mr. Helton retired as Chairman and CEO effective March 1, 2000 and Mr.
Brunetti has been elected to succeed Mr. Helton.
(b) Mr. Bonavia was Of Counsel at LeBoeuf, Lamb, Greene & MacRae, LLP from
March 1997 through December 1997 and Senior Vice President at Dominion
Resources, Inc. from 1991 through February 1997. Also, Mr. Bonavia is a
member of the audit and finance committee of Yorkshire Electricity Group
plc.
11
<PAGE>
(c) Mr. Jackson was named Treasurer of New Century Energies, Inc. effective
January 1, 1999. Mr. Jackson was employed by Arthur Andersen LLP from 1980
through November 1997. He was a partner with the firm from 1994 through
1997.
(d) Mr. Kelly is Chairman of the audit committee and a member of the finance
committee of Yorkshire Electricity Group plc.
(e) Ms. Hart was self-employed as communications and marketing consultant,
Sydney, Australia and Denver, Colorado from June 1996 through June 1998.
(f) Mr. Petillo was Director and President, Qualtec Quality Services, Inc. from
August 1992 through October 1995 and Senior Vice President of Florida Power
& Light Company from June 1991 through December 1995.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 and written representations
furnished to the Company, the Company believes that all Directors and Officers
filed in a timely manner their 1999 reports required under Section 16(a) of the
Securities Exchange Act of 1934 (the "1934 Act"), as amended, other than the
following two exceptions. Mr. Albert F. Moreno, a Director of the Company, filed
an amended Form 4, for April 1999 to report a transaction not included on the
original report. Ms. Marilyn E. Taylor, an officer of the Company, filed a Form
5, which included a transaction omitted from her Form 4, for December 1999.
Item 11. Executive Compensation
Compensation Plans
The Compensation Committee of the Board administers the Company's
executive compensation and benefit programs. All committee members are
independent, "non-employee directors" of the Company as defined by Section 16(b)
of the 1934 Act. They are also "outside directors" as defined within the meaning
of Section 162(m) of the Internal Revenue Code of 1986.
Compensation Philosophy
The Committee has implemented executive compensation programs that:
- - provide a competitive level of total compensation necessary to attract and
retain talented and experienced executives.
- - align management interests with shareholders' interests.
- - link compensation to, and encourage achievement of, strong financial and
operational performance.
- - encourage management to respond to business challenges and opportunities as
owners.
Compensation Components
There are three components: base salary, an annual incentive plan and a
long-term incentive plan. The annual and long-term incentive plans are
administered under the New Century Energies, Inc. Omnibus Incentive Plan, which
was approved by shareholders in 1998.
Base salaries are targeted to the 50th percentile of utility industry
levels. Annual incentives are targeted to the 50th percentile of general
industry levels. Long-term incentives are targeted to the 25th-50th percentile
of general industry. Stock-based compensation is a significant portion of
overall executive pay.
Base Salaries
The Committee reviews Company officer base salaries each December. In
determining salaries, the Committee uses data primarily from Edison Electric
Institute's annual Executive Compensation Survey. This survey contains data from
almost all of the companies included in the Standard and Poor's Electric
Utilities Index.
12
<PAGE>
Survey data has been size-adjusted based on NCE's company and business unit
revenues that reflect both domestic operations and the Company's 50 percent
ownership of Yorkshire Power Group Ltd.
Base salaries are disclosed in the Summary Compensation Table. Mr. Helton
received a base salary increase in 1999 of 8%. Other Named Executive Officers
received salary increases in 1999, ranging from 4% to 9%. Messrs. Helton,
Brunetti and Bonavia have Employment Agreements, as described later in
"Employment Agreements and Change in Control Agreements."
Annual Incentives
Annual incentive awards are based on achieving corporate financial,
business unit operational and individual goals.
In 1999, for all Company officers, the corporate financial measure was
basic earnings per share ("EPS"). Target EPS for the Annual Incentive Plan was
$3.30, the achievement of which would have resulted in target awards under the
corporate financial portion of the plan. EPS of $2.97 was the threshold below
which no awards would be paid. Operational goals were unique to each operational
unit and encouraged achievement of objectives such as customer service, service
reliability, budget compliance and revenue growth.
Target annual incentive awards (as a percent of base salary) were set for
all Company officers, ranging from 70 percent of salary for Messrs. Helton and
Brunetti to 35 percent of salary for other Company officers. Maximum awards may
be up to two times the target awards.
The annual incentive formula is calculated on pre-determined performance
measures. For Messrs. Helton and Brunetti, the formula is weighted 100% to
attaining corporate financial goals. For the other Named Executive Officers, the
formula is weighted 67% to attaining corporate financial goals and 33% to
attaining operational goals. The Committee may adjust an award using a
leadership rating, multiplying the award by a factor from zero to two.
The Company's actual EPS for 1999 was $3.01. Therefore, all Named
Executive Officers earned 55.4% of the target award for corporate financial
goals.
Because their awards are weighted 100% to corporate financial goals,
Messrs. Helton and Brunetti earned 55.4% of their target awards for this plan.
The other Named Executive Officers earned awards under the operational
goals ranging from 62.5% to 90%. When weighted at 33% and combined with the
corporate financial goal achievement, the other Named Executive Officers earned
awards ranging from 57.7% to 93.5% of target, adjusted for their individual
leadership ratings. The annual incentive compensation is disclosed in the
Summary Compensation Table.
Company officers may elect to receive annual incentive awards in NCE
common stock.
Long-term Incentives
The long-term incentive plan has two parts:
- - stock options and
- - a performance-based cash plan, called the Value Creation Plan.
Stock options deliver approximately two-thirds of each officer's long-term
incentive opportunity, with one-third delivered through the Value Creation Plan.
Total long-term incentive opportunities ranged from 135% of salary for Messrs.
Helton and Brunetti to 40% of salary for other Company officers.
13
<PAGE>
Stock Options
Company officers may exercise stock options during the nine-year period
beginning one year after the stock options are granted. The actual number of
stock options and the grant price of the option are based on the fair market
value of NCE common stock on the date of grant and the officer's long-term
incentive target percentage. On December 13, 1999, the Committee granted stock
options to all Company officers, as well as to key managers and employees. The
grants were for the year 2000 and were made according to the provisions of the
long-term incentive plan, taking into account the employee's base salary and
long-term incentive target. Award sizes ranged from 123,000 options for Mr.
Helton to 25,000 options for Mr. Wilks. The stock option grants are disclosed in
the Option/SAR Grants in Last Fiscal Year table.
Value Creation Plan ("VCP")
The VCP provides Company officers with the opportunity to earn
compensation based upon Company performance compared to performance of other
utility companies. The VCP uses a single performance measure, Total Shareholder
Return ("TSR"). TSR is measured over a three-year period using overlapping
cycles. NCE's TSR is measured against all major publicly traded United States
utility companies. At the end of each three-year period, the VCP provides
payments at target for performance at the 50th percentile of the peer group, at
200% of target for performance at the 75th percentile of the peer group and at a
maximum of 300% of target for performance at the top of the peer group. The VCP
provides smaller payments for performance below the 50th percentile. No payment
is made for performance below the 40th percentile.
In 1999, the first three-year period ended, with no VCP payments made
during 1999. On January 1, 1999, the Named Executive Officers, together with
other Company officers, were awarded VCP incentive opportunities, which will be
measured over the three-year period ending December 31, 2001.
Deductibility of Executive Compensation
The 1993 Omnibus Budget Reconciliation Act includes several provisions
that apply to executive compensation. In general, the Internal Revenue Code
limits the income tax deductions of a publicly traded company if the
compensation for any officer named in its proxy statement exceeds $1 million in
any year, unless the compensation is performance-based. Compensation subject to
the limitations on deductibility under section 162(m) did not exceed $1 million
for any of the Named Executive Officers in 1999.
The Committee will continue to base executive compensation decisions
principally on corporate, businessunit and individual performance and will
consider deductibility for federal income tax purposes as one of the relevant
factors in its decisions.
Stock Ownership Guidelines
The Committee believes that it is essential to align management's
interests with those of shareholders. In order to emphasize this belief, NCE
adopted stock ownership guidelines for Company officers who participate in the
Company's long-term incentive plan. The Committee believes that linking a
significant portion of an executive's current and potential future net worth to
the Company's success, as reflected in stock price, ensures that executives have
a stake similar to that of Company shareholders. Such guidelines also encourage
the long-term management of the Company for the benefit of shareholders.
The share ownership guideline for each executive is based on the
executive's corporate position. The guideline for the Chairman of the Board and
Chief Executive Officer, and the Vice Chairman, President and Chief Operating
Officer is three times base salary. The guideline for Executive Vice Presidents
and Senior Vice Presidents, which include Messrs. Kelly, Bonavia and Wilks, is
two times base salary. All other Company officers have share ownership
guidelines of one and one-half times base salary. Each executive is expected to
achieve the ownership guidelines by August 1, 2002. All shares that the
executive is able to vote count toward compliance with the ownership guidelines.
14
<PAGE>
The following tables show information about the total compensation paid or
awarded for 1999 to the Company's Chief Executive Officer and each of the four
most highly compensated executive officers serving on December 31, 1999
(collectively, the "Named Executive Officers"). As described in the footnotes,
the data presented in this table and the tables that follow include amounts paid
in 1997 to the Named Executive Officers by NCE, as well as Public Service
Company of Colorado ("PSCo") and Southwestern Public Service Company ("SPS") for
the period prior to the PSCo/SPS Merger on August 1, 1997:
<TABLE>
<CAPTION>
=============================================================================
Summary Compensation Table
=============================================================================
Annual Compensation Long-Term Compensation (c) All Other
Name and Principal Compensation
Position ($) (d)(e)
--------------------------------- --------------------------
Year Awards Payouts
---------- -------
Salary($) Bonus($) Other Securities LTIP
(a) Annual Underlying Payouts
Compen- Options/ ($)
sation($) SAR's (#)
(b)
- ---------------------------------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bill D. Helton 1999 685,000 265,643 9,000 123,000 0 40,699
Chairman of the 1998 635,000 333,756 24,875 0 0 25,881
Board and 1997 455,833 78,363 271,092 300,000 0 27,524
Chief Executive
Officer
- --------------------------------------------------------------------------------
Wayne H. Brunetti 1999 590,000 228,802 9,000 106,000 0 32,984
Vice Chairman, 1998 540,000 283,824 9,000 0 0 35,939
President and 1997 435,853 104,994 3,750 314,400 231,726 27,304
Chief Operating
Officer
- --------------------------------------------------------------------------------
Richard C. Kelly 1999 330,000 154,350 9,000 45,000 0 15,998
Executive Vice 1998 305,000 125,847 9,000 0 0 16,247
President and 1997 254,382 48,997 3,750 107,100 120,484 16,089
Chief Financial
Officer
- --------------------------------------------------------------------------------
Paul J. Bonavia 1999 290,000 87,197 9,000 32,000 0 13,543
Senior Vice 1998 270,000 111,406 34,762 0 0 13,789
President and 1997 11,250 20,000 375 88,000 0 0
General Counsel
- --------------------------------------------------------------------------------
David M. Wilks 1999 275,000 71,457 9,000 25,000 0 13,710
President and 1998 265,000 111,966 9,000 0 0 14,445
Chief Operating 1997 238,958 41,285 2,4809 87,000 0 9,618
Officer of SPS and
Executive Vice
President of PSCo
and New Century
Services, Inc.
================================================================================
</TABLE>
(a) The amounts in this column for 1999 and 1998 were earned under the annual
incentive plan described under "Annual Incentives" in the Report of the
Compensation Committee on Executive Compensation.
The amounts for 1997 for Messrs. Helton and Wilks were based on the average of
their two highest bonuses paid by SPS in fiscal years 1993, 1994 and 1995,
according to their employment agreements. The amounts paid to Messrs. Brunetti
and Kelly represented 7/12 of the target award earned under the PSCo Omnibus
Incentive Plan, paid according to their Change in Control agreements.
Mr. Bonavia was hired December 15, 1997. The amount for 1997 represents an
amount paid according to his Employment Agreement, described later in
"Employment Agreements and Change in Control Agreements."
(b) The amounts shown in this column for 1999 and 1998 include a $9,000 flexible
perquisite allowance for each Named Executive Officer. In addition, the amounts
shown in this column for 1998 include relocation benefits of $25,762 for Mr.
Bonavia and the reimbursement of certain taxes related to the exercise of NCE
stock options of $15,875 for Mr. Helton.
The amounts shown for 1997 include relocation benefits of $238,125 for Mr.
Helton and the reimbursement of certain taxes related to the exercise of SPS
stock options of $24,639 for Mr. Helton and $16,042 for Mr. Wilks.
15
<PAGE>
Also, the amounts include flexible perquisite allowances or automobile
allowances of $8,328 for Mr. Helton, $3,750 for Mr. Brunetti, $3,750 for Mr.
Kelly, $375 for Mr. Bonavia and $8,767 for Mr. Wilks.
(c) The amounts shown for 1999 include stock option awards made to the Named
Executive Officers under the NCE Omnibus Incentive Plan for the year 2000.
The amounts shown for 1997 include stock option awards made to the Named
Executive Officers under the NCE Omnibus Incentive Plan. These awards
represented three-year front-loaded grants for the years 1997-1999.
Additionally, the amounts include stock option awards made under the PSCo
Omnibus Incentive Plan for Messrs. Brunetti and Kelly (14,400 and 7,100,
respectively).
(d) The amounts shown for 1997 for Messrs. Brunetti and Kelly represent dividend
equivalent payments made under the PSCo Omnibus Incentive Plan, which vested in
connection with the PSCo/SPS Merger.
(e) The 1999 amounts represented in the "All Other Compensation" column reflect
the total of employer matching contributions made under the Company's employee
savings plan and non-qualified savings plan and taxable insurance premiums paid
by the Company:
- -------------------------------------------------------------------------------
Name Contributions Contributions Insurance Total ($)
to the to the Premiums ($)
Employee Non-Qualified
Savings Plans Savings Plans
($) ($)
- -------------------------------------------------------------------------------
Bill D. Helton 5,000 22,317 13,382 40,699
- -------------------------------------------------------------------------------
Wayne H. Brunetti 5,000 15,577 12,407 32,984
- -------------------------------------------------------------------------------
Richard C. Kelly 5,000 7,686 3,312 15,998
- -------------------------------------------------------------------------------
Paul J. Bonavia 5,000 6,567 1,976 13,543
- -------------------------------------------------------------------------------
David M. Wilks 5,000 5,983 2,727 13,710
- -------------------------------------------------------------------------------
The following table indicates for each of the Named Executives the extent
to which the Company used stock options and SARs for executive compensation
purposes in 1999 and the potential value of such options and SARs as determined
pursuant to the Securities and Exchange Commission rules.
=============================================================================
Option/SAR Grants in Last Fiscal Year
=============================================================================
Name Individual Grants
----------------------------------------------------------
Number
of
Securities % of Total
Underlying Options/SARs Exercise
Options/ Granted to or Base Grant Date
SARs Employees in Price Expiration Present Value
Granted Fiscal ($/Share) Date ($)(c)
(#)(a) year(b)
- --------------------------------------------------------------------------------
Bill D. Helton 123,000 12.28% 31.0625 12/12/09 655,590
- -------------------------------------------------------------------------------
Wayne H. Brunetti 106,000 10.58% 31.0625 12/12/09 564,980
- -------------------------------------------------------------------------------
Richard C. Kelly 45,000 4.49% 31.0625 12/12/09 239,850
- -------------------------------------------------------------------------------
Paul J. Bonavia 32,000 3.20% 31.0625 12/12/09 170,560
- -------------------------------------------------------------------------------
David M. Wilks 25,000 2.50% 31.0625 12/12/09 133,250
===============================================================================
(a) The options were granted by the Compensation Committee with an exercise
price equal to the closing price on the New York Stock Exchange of NCE Common
Stock on December 13, 1999. The options are fully exercisable on the first
anniversary of the date of grant. All options expire 10 years from the date of
the grant. When the NCE/NSP Merger is consummated, NCE outstanding options will
be converted to Xcel options at a rate of 1.55
16
<PAGE>
Xcel options for every NCE option with no change to the option terms (see Note
2. Proposed Merger with Northern States Power Company in Item 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA).
(b) These amounts represent a theoretical present valuation based on the
Black-Scholes Option Pricing Model as adjusted for dividends. The values
in the column are estimates based upon on an option value of $5.33. The
option values were derived using the following assumptions:
- - option life of ten years;
- - risk-free rate of 6.43% is based on the yield of a U.S. Treasury strip
available on the date of grant and expiring at the approximate end of the
option's term;
- - strike price of $31.0625;
- - stock price at grant date of $31.0625;
- - standard deviation of NCE common stock, which is a measure of the
volatility of the stock, of 21.28%;
- - risk of forfeiture discount 3% and
- - dividend yield of 5.44%.
Executives may not sell or assign these options, which have value only to the
extent of the future stock price appreciation. These amounts or any of the
assumptions should not be used to predict future performance of the stock price
or dividends.
The following table indicates for each Named Executive the number and
value of exercisable and unexercisable options and SARs as of December 31, 1999.
===============================================================================
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
===============================================================================
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs FY-End ($) (a)
at FY-End (#)
-----------------------------------
Name Shares Value Exercisable/ Exercisable/
Acquired Realized ($) Unexercisable Unexercisable
on
Exercise
(#)
- -------------------------------------------------------------------------------
Bill D. Helton 0 0 296,890/ 0/
124,781 0
- --------------------------------------------------------------------------------
Wayne H. Brunetti 0 0 348,334/ 28,728/
106,000 0
- -------------------------------------------------------------------------------
Richard C. Kelly 0 0 100,000/ 0/
45,000 0
- -------------------------------------------------------------------------------
Paul J. Bonavia 0 0 88,000/ 0/
32,000 0
- -------------------------------------------------------------------------------
David M. Wilks 543 2,174 87,476/ 0/
25,953 0
===============================================================================
(a) Option values were calculated based on a $30.375 closing price of NCE Common
Stock, as reported on the New York Stock Exchange at December 31, 1999.
17
<PAGE>
The following table indicates for each of the Named Executives the
long-term incentive opportunities awarded in 1999 and their estimated future
payout at the end of the term.
===============================================================================
Long-Term Incentive Plans - Awards in Last Fiscal Year (a)
===============================================================================
Name Number of Performance Estimated Future Payouts Under
Shares, or Other Non-Stock Price-Based Plans
Units or Period Until
Other Maturation
Rights or Payout
-------------------------------------
Threshold Target Maximum
($) (b) ($) ($)
- -------------------------------------------------------------------------------
Bill D. Helton 308,250 1/1/99-12/31/01 0 308,250 924,750
- -------------------------------------------------------------------------------
Wayne H. 265,500 1/1/99-12/31/01 0 265,500 796,500
Brunetti
- -------------------------------------------------------------------------------
Richard C. 110,000 1/1/99-12/31/01 0 110,000 330,000
Kelly
- -------------------------------------------------------------------------------
Paul J. Bonavia 72,500 1/1/99-12/31/01 0 72,500 217,500
- -------------------------------------------------------------------------------
David M. Wilks 68,750 1/1/99-12/31/01 0 68,750 206,250
===============================================================================
(a) The amounts in this table represent awards made under the VCP described
under "Long-term Incentives" in the Report of the Compensation Committee on
Executive Compensation.
(b) If the threshold or the 40th percentile is achieved, the payout could range
between zero and the target amount.
The following table shows estimated combined pension benefits payable to a
covered participant from the qualified defined benefit plans maintained by NCE
and its subsidiaries and the NCE Supplemental Executive Retirement Plan (the
"SERP"). The Named Executive Officers are all participants in the SERP and the
qualified defined benefit plans sponsored by the Company.
===============================================================================
Pension Plan Table
===============================================================================
Remuneration Years of Service
-------------------------------------------------------
10 15 20 or more years
- -------------------------------------------------------------------------------
$200,000 $55,000 $82,500 $110,000
225,000 61,875 92,813 123,750
250,000 68,750 103,125 137,500
275,000 75,625 113,438 151,250
300,000 82,500 123,750 165,000
350,000 96,250 144,375 192,500
400,000 110,000 165,000 220,000
450,000 123,750 185,625 247,500
500,000 137,500 206,250 275,000
600,000 165,000 247,500 330,000
700,000 192,500 288,750 385,000
800,000 220,000 330,000 440,000
900,000 247,500 371,250 495,000
1,000,000 275,000 412,500 550,000
1,100,000 302,500 453,750 605,000
1,200,000 330,000 495,000 660,000
===============================================================================
The benefits listed in the Pension Plan Table are not subject to any
deduction or offset. The compensation used to calculate SERP benefits is base
salary plus annual incentive. The Salary and Bonus columns of the Summary
Compensation Table for 1999 reflect the covered compensation used to calculate
SERP benefits.
18
<PAGE>
The SERP benefit accrues over 20 years and is equal to 55% of the highest
three years covered compensation of the five years preceding retirement or
termination minus the qualified plan benefit. The SERP benefit is payable as an
annuity for 20 years, or as a single lump-sum amount equal to the actuarial
equivalent present value of the 20-year annuity. Benefits are payable at age 62,
or as early as age 55 reduced 5% for each year that the benefit commencement
date precedes age 62.
The estimated credited years of service under the SERP as of December 31,
1999, were as follows:
Mr. Helton 35
Mr. Brunetti 12
Mr. Kelly 32
Mr. Bonavia 2
Mr. Wilks 22
Notwithstanding any special provisions related to pension benefits
described under "Employment Agreements and Change in Control Agreements," the
Company has granted additional credited years of service to Mr. Brunetti for
purposes of SERP accrual. The additional credited years of service
(approximately seven) are included in the above table. Additionally, the Company
has agreed to grant full accrual of SERP benefits to Mr. Brunetti at age 62 and
to Mr. Bonavia at age 57 and 8 months, if they continue to be employed by the
Company until such age.
Employment Agreements and Change in Control Agreements
The Company has executed employment agreements with Messrs. Helton,
Brunetti and Bonavia. Messrs. Helton's and Brunetti's employment agreements
originally specified each would serve the Company for an initial period (the
"Initial Period") and for a further period (the "Secondary Period") (jointly
referred to as the "Employment Period"). The Initial Period began August 1,
1997, and ended January 31, 2000. The Secondary Period began February 1, 2000,
and will end on May 31, 2001.
In early 2000, the term of Mr. Helton's agreement was amended to end on
February 29, 2000. On March 1, 2000, Mr. Helton retired from employment with the
Company and assumed the honorary position of Chairman Emeritus. The Company made
a lump-sum payment of approximately $2.5 million to Mr. Helton. This amount was
for the forfeiture of compensation and benefits Mr. Helton would have earned or
been paid had he continued employment under his original agreement. This
amendment also cancelled Mr. Helton's Change in Control Agreement.
Without amendment to his own employment agreement, Mr. Brunetti concurred
with the above amendment to Mr. Helton's agreement. Mr. Brunetti's concurrence
means that, as a practical matter, the Initial Period in his employment
agreement, which began on August 1, 1997, ended on February 29, 2000. The
Secondary Period in his employment agreement began on March 1, 2000, and will
end on May 31, 2001. Mr. Brunetti will serve as Chairman of the Board of
Directors, President and Chief Executive Officer of the Company from March 1,
2000, to May 31, 2001.
During the Employment Period, Mr. Brunetti is entitled to a compensation
package comprised of a base salary, annual and long-term incentive compensation
and various other benefits. These other benefits include participation in a
supplemental executive retirement plan and life insurance coverage providing a
death benefit of not less than two times his annual base salary. He shall also
be entitled to participate in all Company-sponsored incentive, savings and
retirement plans, practices, policies and programs to the same extent as other
senior executives of the Company. In all instances, the compensation awarded Mr.
Brunetti will be at least equal to what he would have received under similar
plans and programs in effect at Public Service Company of Colorado. If Mr.
Brunetti's employment is terminated during the Employment Period by:
- - the Company for reasons other than cause or disability (as defined in the
agreement), or
- - Mr. Brunetti for good reason (as defined in the agreement),
19
<PAGE>
he shall receive his base salary, incentive compensation and certain other
benefits. These include continued accruals under the supplemental executive
retirement plan and life and medical benefits through the Employment Period.
Also, all options will become exercisable and restrictions on restricted stock
shall lapse. If applicable, Mr. Brunetti shall receive a tax-free reimbursement
of any excise tax imposed under Internal Revenue Code Section 4999. The Board of
Directors, upon the recommendation of the Compensation Committee of the Board,
is responsible for administering Mr. Brunetti's compensation.
The Company has executed an employment agreement with Mr. Bonavia for a
term beginning December 15, 1997, and ending December 14, 2000. During the
employment period, Mr. Bonavia is entitled to a compensation package comprised
of a base salary, annual and long-term incentive compensation and various other
benefits. These other benefits include participation in a supplemental executive
retirement plan and life insurance coverage providing a death benefit of not
less than two times his annual base salary. Mr. Bonavia shall also be entitled
to participate in all Company-sponsored incentive, savings and retirement plans,
practices, policies and programs to the same extent as other senior executives
of the Company. If Mr. Bonavia's employment is terminated during the period of
his employment agreement by:
- - the Company for reasons other than cause or disability (as defined in the
agreement), or
- - Mr. Bonavia for good reason (as defined in the agreement),
he shall receive his base salary, incentive compensation and certain other
benefits. These include continued accruals under the supplemental executive
retirement plan and life and medical benefits through the period of his
employment agreement. Also, all options shall become exercisable and
restrictions on restricted stock shall lapse. If applicable, Mr. Bonavia shall
receive a tax-free reimbursement of any excise tax imposed under Internal
Revenue Code Section 4999. The Board of Directors, upon the recommendation of
the Compensation Committee of the Board, is responsible for administering Mr.
Bonavia's compensation.
The Company has executed a Change in Control Agreement with Mr. Brunetti.
This Change in Control Agreement provides that if his employment is terminated
during the term of the agreement by:
- - the Company any reason other than cause (as defined in that agreement) or
death, or
- - Mr. Brunetti for good reason (as defined in that agreement)
following, or in anticipation of, a Change in Control (as defined in that
agreement), Mr. Brunetti will receive a lump sum equal to three times his base
salary and annual and long-term incentives. Also, stock options will become
exercisable and restrictions on restricted stock shall lapse. Further, welfare
benefits will be continued for the 36 months following termination of
employment, and Mr. Brunetti will receive a payment equal to the present value
of the benefits he would have received under the existing qualified retirement
plan had he received credit for 36 additional months. Finally, Mr. Brunetti will
receive a tax-free reimbursement of any excise taxes imposed under Internal
Revenue Code Section 4999. The Change in Control Agreement specifically provides
that such agreement supersedes all prior agreements relating to separation
payments following a Change in Control.
Additionally, the Company has executed Change in Control Agreements with
Messrs. Kelly, Bonavia, and Wilks. These Change in Control Agreements provide
that if the covered Executive's employment is terminated during the term of the
agreement by:
- - the Company for any reason other than cause (as defined in that agreement)
or death, or
- - the Executive for good reason (as defined in that agreement)
following, or in anticipation of, a Change in Control (as defined in that
agreement), the Executive will receive a lump sum equal to two and 1/2 times his
base salary and annual and long-term incentives. Also, stock options will become
exercisable and restrictions on restricted stock shall lapse. Further, welfare
benefits will be continued for the 30 months following termination of
employment. The Executive will receive a payment equal to the present
20
<PAGE>
value of the benefits he would have received under the existing qualified
retirement plan had he received credit for 30 additional months. Finally, the
Executive will receive a tax-free reimbursement of any excise taxes imposed
under Internal Revenue Code Section 4999. The Change in Control Agreement
specifically provides that such agreements supersede all prior agreements
relating to separation payments following a Change in Control.
The proposed NCE/NSP Merger does not constitute a Change in Control as
defined in the agreements discussed above.
Executive Severance
Prior to entering into the NCE/NSP Merger Agreement, the Company adopted a
severance plan for executives, including Messrs. Kelly, Bonavia and Wilks. Mr.
Helton and Mr. Brunetti are not covered by this severance plan.
Under the plan a participant whose employment is terminated within three
years of the NCE/NSP Merger will receive severance benefits unless the
termination is:
- - for cause,
- - because of death, disability or retirement or
- - voluntary and without good reason (as defined in the policy).
The severance benefits for Messrs. Kelly, Bonavia and Wilks under the plan
include:
- - a cash payment equal to 2.5 years base salary, annual incentive payment,
and annualized long-term incentive award, plus prorated incentive
compensation for the year of termination,
- - a cash payment equal to additional amounts that would have been earned
under pension and retirement saving plans during the same period of time,
- - continued welfare benefits and perquisite allowances for the same period of
time, and
- - financial planning and outplacement benefits.
They will also receive a tax-free reimbursement of any excise taxes
imposed under Internal Revenue Code Section 4999.
Compensation of Directors
The Company pays each Director who is not an employee a retainer of
$60,000 per year. Committee Chairpersons are paid an additional retainer of
$3,000 per year. If the Board meets more than twelve times per year, each
non-employee Director is paid an additional attendance fee of $1,000 per
meeting. No additional attendance fees were paid in 1999, since the board met
nine times during 1999. Directors will have 50% or, at their election, more than
50% of retainer and fees paid in NCE Common Stock and the balance paid in cash.
Directors may defer receipt of all or a portion of such fees under the
"Directors' Voluntary Deferral Plan" portion of the NCE Outside Directors
Compensation Plan. These deferrals are made on a pre-tax basis. Messrs. Forbess,
Hemminghaus, Mock, Moreno, Powers, Slifer and Stephens and Ms. Greer elected to
participate in the Directors' Voluntary Deferral Plan, a non-qualified plan,
during 1999.
Compensation Committee Interlocks and Insider Participation
During 1999, the following Directors served on the NCE Compensation
Committee: W. Thomas Stephens (Chairperson), R. R. Hemminghaus, J. Howard Mock,
Albert F. Moreno, and Robert G. Tointon. None of these Directors are or have
been an officer or employee of the Company or any of its subsidiaries.
21
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
Principal Shareholders
The following table sets forth information regarding the beneficial
ownership of Common Stock by each person known by the Company to be the
beneficial owner of more than five percent of the outstanding Common Stock,
based upon total shares outstanding as of the dates listed in the footnotes to
the table.
================================================================================
Title of Class Name of Beneficial Owner Amount and % of
nature of Class
beneficial
ownership
- --------------------------------------------------------------------------------
Common Stock Sanford C. Bernstein & Co., Inc. (1) 8,840,048 7.7%
767 5th Avenue
New York, New York 10153-0002
- --------------------------------------------------------------------------------
Common Stock Capital Research and Management 6,250,000 5.4%
Company (2)
333 South Hope Street
Los Angeles, California 90071-1447
================================================================================
Notes
1) Sanford C. Bernstein & Co., Inc., an investment adviser and broker dealer,
has sole voting power with respect to 3,798,215 shares, shared voting power
with respect to 901,820 shares and sole dispositive power with respect to
all shares. Based on information contained in Schedule 13G dated February
9, 2000, filed with the Securities and Exchange Commission.
2) Capital Research and Management Company, a registered investment adviser,
has sole dispositive power with respect to all shares. Based on information
as of December 31, 1999, contained in Schedule 13G filed with the
Securities and Exchange Commission.
22
<PAGE>
Security Ownership of Management and Directors
As of January 31, 2000
================= =================================== =============== ==========
Title of Class Name of Beneficial Owner Amount and % of
(a) nature of Class (e)
beneficial
ownership (b)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Wayne H. Brunetti (1) 378,124(c)
- ----------------- ----------------------------------- --------------- ----------
Common Stock C. Coney Burgess (2) 4,112
- ----------------- ----------------------------------- --------------- ----------
Common Stock Danny H. Conklin (3) 7,312
- ----------------- ----------------------------------- --------------- ----------
Common Stock Giles M. Forbess 3,869 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Gayle L. Greer 3,882 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Bill D. Helton (4) 338,722 (c)
- ----------------- ----------------------------------- --------------- ----------
Common Stock R. R. Hemminghaus 6,145 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock A. Barry Hirschfeld 6,050
- ----------------- ----------------------------------- --------------- ----------
Common Stock J. Howard Mock 6,255 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Albert F. Moreno 3,322 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock J. Michael Powers 8,308 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Rodney E. Slifer (5) 16,776 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock W. Thomas Stephens 9,699 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Robert G. Tointon (6) 8,798 (d)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Richard C. Kelly (7) 111,217 (c)
- ----------------- ----------------------------------- --------------- ----------
Common Stock Paul J. Bonavia 88,848 (c)
- ----------------- ----------------------------------- --------------- ----------
Common Stock David M. Wilks (8) 101,432 (c)
- ----------------- ----------------------------------- --------------- ----------
Common Stock All the directors and executive 1,344,874(c)(d) 1.15%
officers as a group (22 persons)
================= =================================== =============== ==========
Notes
(a) Common Stock listed in the table represents the Company's Common Stock, $1
par value.
(b)The common shares represented above include those shares, if any, held under
the NCE Employees' Savings and Stock Ownership Plan.
(c)The number of shares includes those which the following have the right to
acquire as of January 31, 2000, through the exercise of options, currently
exercisable or exercisable within 60 days, granted under the NCE Omnibus
Incentive Plan and the predecessor PSCo Omnibus Incentive Plan and the SPS
1989 Stock Incentive Plan: Mr. Helton, 296,890 shares; Mr. Brunetti, 348,334
shares; Mr. Kelly, 100,000 shares; Mr. Bonavia, 88,000 shares; Mr. Wilks,
87,476 shares, and all executive officers as a group, 1,138,871 shares.
(d)The number of shares includes share equivalents accrued to accounts of the
directors under the NCE Directors' Voluntary Deferral Plan, payable in stock
following their retirement from the Board of Directors: Mr. Forbess, 1,367
shares; Ms. Greer, 2,472 shares; Mr. Hemminghaus, 4,253 shares; Mr. Mock,
4,286 shares; Mr. Moreno, 1,822 shares; Mr. Powers, 1,899 shares; Mr. Slifer,
3,798 shares; Mr. Stephens, 3,988 shares, and Mr. Tointon, 626 shares. These
share equivalents have no voting or investment powers.
23
<PAGE>
(e)As of January 31, 2000, the percentage of shares beneficially owned by any
Director or Named Executive Officer individually does not exceed one percent
of the Company's Common Stock.
Unless otherwise specified, each Director and Named Executive Officer has sole
voting and investment power with respect to the shares indicated.
1) Includes 29,127 shares which Mr. Brunetti and his wife share voting and
investment powers.
2) Includes 1,900 shares held by Herring Bancorp, Inc., of which Mr. Burgess
is the majority shareholder.
3) Includes 100 shares owned by Mr. Conklin's wife, 443 shares held by Philcon
Development Co. Retirement Plan and Trust, and 475 shares held in a trust of
which Mr. Conklin is trustee and his sons are beneficiaries.
4) Includes 716 shares held in trusts for the benefit of Mr. Helton's
grandchildren. Mr. Helton's wife retains the right to the corpus of the
trusts upon their termination. Mr. Helton disclaims beneficial ownership of
the shares held in the trusts and 82 shares held by Mr. Helton's wife.
Includes 33,395 shares which Mr. Helton and his wife share voting and
investment powers.
5) Includes 4,615 shares owned by Slifer Family Foundation which Mr. Slifer
shares voting and investment powers.
6) Includes 5,000 shares which Mr. Tointon shares voting and investment powers
with Phelps-Tointon, Inc., of which Mr. Tointon is President and Chief
Executive Officer.
7) Mr. Kelly's wife owns 263 of these shares; Mr. Kelly disclaims beneficial
ownership of those shares.
8) Includes 10,362 shares which Mr. Wilks shares voting and investment powers
related to 9,887 shares with his wife and 475 shares with his mother.
Item 13. Certain Relationships and Related Transactions
To the best of the Company's knowledge, there are no relationships or
certain related transactions to be reported according to Regulation 14A of the
1934 Act.
24
<PAGE>
NEW CENTURY ENERGIES, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, New Century Energies, Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on the
29th day of March, 2000.
NEW CENTURY ENERGIES, INC.
By /s/Richard C. Kelly
---------------------------------
Richard C. Kelly
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of New Century
Energies, Inc. and in the capacities and on the date indicated.
Signature Title Date
- --------------------------------------------------------------------------------
/s/Wayne H. Brunetti
________________________ Principal Executive March 29, 2000
Wayne H. Brunetti Officer and Director
Chairman of the Board,
President and
Chief Executive Officer
/s/Richard C. Kelly
________________________ Principal Financial Officer March 29, 2000
Richard C. Kelly
Executive Vice President and
Chief Financial Officer
/s/Teresa S. Madden
________________________ Principal Accounting Officer March 29, 2000
Teresa S. Madden
Controller
25
