SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________
Public Service Company of Colorado
(Exact name of registrant as specified in its charter)
Colorado 84-0296600
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1225 17th Street
Denver, Colorado 80202-5533
(303) 571-7511
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
R. C. KELLY E. E. McMeen, III, Esq.
Senior Vice President, Finance, LeBoeuf, Lamb, Greene
Treasurer and Chief Financial Officer & MacRae, L.L.P.
Public Service Company of Colorado 125 West 55th Street
1225 17th Street New York, NY 10019
Denver, CO 80202-5533 (212) 424-8000
(303) 571-7511
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the Registration Statement becomes effective.
If only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. _X__
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. ____
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ____
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per unit(1) offering price(1) fee
<S> <C> <C> <C> <C>
Common Stock, $5 par value . . 3,000,000 shares $32.00 $96,000,000 $33,103.68
Rights to Purchase Common Stock 3,000,000 rights(2) (3)
(1) Estimated solely for the purpose of calculating the registration
fee. The price of the Common Stock is based upon the average of
the high and low sale prices of the Common Stock reported on the
New York Stock Exchange consolidated tape on August 23, 1995 in
accordance with Rule 457.
(2) The Rights to Purchase Common Stock ("Rights") are appurtenant to
and trade with the Common Stock. The value attributable to the
Rights, if any, is reflected in the market price of the Common
Stock.
(3) Since no separate consideration is paid for the Rights, the
registration fee for such securities is included in the fee for
the Common Stock.
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Pursuant to Rule 429, the prospectus filed as part of this Registration
Statement will be used as a combined prospectus in connection with this
Registration Statement and Registration Statement No. 33-42442. There
remain unissued 74,698 shares of Common Stock under Registration Statement
No. 33-42442, for which a filing fee of $442.35 was paid.
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PROSPECTUS
Public Service Company of Colorado
AUTOMATIC DIVIDEND REINVESTMENT AND COMMON
STOCK PURCHASE PLAN
COMMON STOCK
$5 Par Value
________________
Public Service Company of Colorado ("Company") is offering through its
Automatic Dividend Reinvestment and Common Stock Purchase Plan ("Plan") to
all holders of record of its common stock, $5 par value (the "Common
Stock"), a convenient and inexpensive method of purchasing additional
shares of the Common Stock through reinvestment of cash dividends and at
the option of a participant in the Plan (the "Participant"), investment of
voluntary cash payments. The Plan, as amended effective October 1, 1995,
is set forth in this Prospectus.
Common Stock offered through the Plan may be purchased for each
Investment Period (see Definitions herein) either (a) on any securities
exchange where the Common Stock is traded, in the over-the-counter market
or through negotiated transactions, or (b) directly from the Company ("New
Issue Shares").
The price of shares of the Common Stock purchased on the open market or
through negotiated transactions will be 100% of the weighted average cost
per share, plus a brokerage commission. (See Questions 15.B and 15.C
herein.) The price of New Issue Shares purchased from the Company will be
100% of the average of the high and low sale prices of the Common Stock as
reported on the New York Stock Exchange consolidated tape on the day of
purchase. (See Question 15.C herein.)
This Prospectus should be retained for future reference.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________________
The date of this Prospectus is August 30, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC") and the New York,
Chicago and Pacific Stock Exchanges. Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C.; and at the following regional offices of
the SEC: New York Regional Office, 13th Floor, Seven World Trade Center,
New York, New York, and the Chicago Regional Office, 14th Floor, 500 West
Madison Street, Chicago, Illinois. Copies of this material can also be
obtained at prescribed rates from the Public Reference Branch of the SEC
at its principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Common Stock is listed on the New York,
Chicago and Pacific Stock Exchanges. Reports, proxy statements and other
information can also be inspected and copied at the offices of such
exchanges on the 7th Floor, 20 Broad Street, New York, New York; on the
12th Floor, 440 South LaSalle Street, Chicago, Illinois; and 301 Pine
Street, San Francisco, California, respectively.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference, and as of any time
after the date of this Prospectus and prior to the termination of the
offering made hereby the Company shall be deemed to have incorporated
herein by reference, (1) the Company's most recent Annual Report on Form
10-K (the "Latest Annual Report") filed by the Company with the SEC
pursuant to the Exchange Act, and (2) all other documents filed by the
Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Latest Annual
Report, and all such documents shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of
filing such documents. The documents incorporated or deemed to be
incorporated herein by reference are sometimes hereinafter called the
"Incorporated Documents". Any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for all purposes to
the extent that a statement contained in any subsequently filed
Incorporated Document modifies or replaces such statement. The
Incorporated Documents incorporated herein by reference as of the date of
this Prospectus are the Annual Report on Form 10-K for the year ended
December 31, 1994, the Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995 and the Current Report on Form 8-K,
dated August 22, 1995.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request
of any such person, a copy of any or all of the Incorporated Documents,
excluding the exhibits thereto unless such exhibits are specifically
incorporated by reference into such documents. Requests for such
documents should be directed to Richard C. Kelly, Senior Vice President,
Finance, Treasurer and Chief Financial Officer, by mail at Suite 900, 1225
17th Street, Denver, CO 80202-5533, or by telephone at (303) 571-7511.
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DEFINITIONS
STANLEY & CO - nominee name of the Agent in which Common Stock purchased
under the Plan will be registered
Agent - First Chicago Trust Company of New York, P. O. Box 2598, Jersey
City, NJ 07303-2598
Telephone (800) 446-2617 or (201) 324-0498
Enrollment Authorization Form - provided by the Agent; used to begin or
change participation in the Plan
Company - Public Service Company of Colorado, including subsidiaries
consolidated tape - New York Stock Exchange consolidated tape
Dividend Payment Date - the date fixed by the Company's Board of
Directors on which declared Common Stock dividends are payable. These
dates are normally the first days of February, May, August and November.
Investment Period - with respect to open market purchases with
reinvested dividends, the period during which such dividends are invested
in Common Stock (from 3 business days prior to the Dividend Payment Date
through the 20th business day after the Dividend Payment Date); and, with
respect to open market purchases with voluntary cash payments, the period
during which such voluntary cash payments are invested in Common Stock
(from the 21st calendar day of each month through the first trading day of
the next month). Funds from dividends and funds from voluntary cash
payments are accounted for separately for purposes of purchasing Common
Stock.
Participant - Company Shareholder of Record who participates in the Plan
Plan - Automatic Dividend Reinvestment and Common Stock Purchase Plan of
the Company
Record Date - generally, the second Friday of the month preceding a
Dividend Payment Date
Shareholder of Record - individual or institution that holds one or more
shares of Common Stock in certificate form in his/her/its name
Statement of Account - statement mailed to Participants after the
Investment Period which reports the number of shares held in the account
and the price paid for the shares
Transaction Form - for use in submitting voluntary cash payments and for
use in requesting the sale or issuance of shares in a Participant's
account; attached to the Statement of Account
THE COMPANY
The Company, incorporated through merger of predecessors under the laws
of the State of Colorado on September 3, 1924, is an operating public
utility engaged, together with its subsidiaries, principally in the
generation, purchase, transmission, distribution and sale of electricity
and in the purchase, transmission, distribution, sale and transportation
of natural gas, with the Company's principal distribution center being the
Denver metropolitan area. The Company's executive offices are located at
1225 17th Street, Denver, CO 80202-5533, where the telephone number is
(303) 571-7511.
THE PLAN
The following are the provisions of the Plan, as amended effective
October 1, 1995, which is available to Shareholders of Record.
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Purposes and Advantages
1. What is the purpose of the Plan?
The purpose of the Plan is (i) to provide Shareholders of Record with a
convenient and inexpensive method of reinvesting dividends and investing
cash in additional Common Stock, and with a method of selling those shares
of Common Stock for which the Agent holds the certificates, and (ii) in
the case of purchases for the Plan directly from the Company, to provide
the Company with a means to raise additional capital through the issuance
of Common Stock.
2. What are the advantages of the Plan?
Dividends on the shares held in a Participant's account under the Plan
are automatically reinvested in additional Common Stock with no action
required of the Participant after signing up. Common Stock will be
purchased with the dividends paid on all or part of the Common Stock
registered in a Participant's name according to the instructions received
by the Agent from the Participant on the Participant's Enrollment
Authorization Form. Participants also may purchase additional Common
Stock with voluntary cash payments of not less than $25 per payment up to
an aggregate of not more than $100,000 per year.
Participants may sell any or all shares held by the Agent. Shares to be
sold through the Plan will generally be sold on the first trading day
after written request to sell shares is received by the Agent, or as soon
thereafter as is practicable. Participants will be charged a $10
transaction fee for sales of Common Stock under the Plan in addition to
the brokerage commissions discussed below.
Even though brokerage commissions are paid by Participants in connection
with purchases and sales made in the open market under the Plan, such fees
are expected to be substantially less than commission fees paid by
individual investors because a Participant's transactions are aggregated
with those of others for the purpose of making stock transactions in large
volume. Any such savings are thus shared by all Participants. No other
fee or service charge will be paid by Participants in connection with
purchases of Common Stock made in the open market. No commission or
service charge will be paid by Participants if purchases of Common Stock
are made directly from the Company under the Plan.
Full investment of a Participant's funds is possible because the Plan
permits fractional shares, as well as full shares, to be credited to a
Participant's account. Dividends on such shares are automatically
reinvested in additional Common Stock.
The Agent assures safekeeping of shares held in a Participant's account
under the Plan since certificates for such shares are not issued to the
Participant unless so requested. Regular Statements of Account provide
simplified record keeping.
Administration
3. Who administers the Plan for Participants?
The Agent administers the Plan for Participants. Such administration
includes keeping records, sending Statements of Account to Participants
and performing other duties for Participants related to the Plan.
Participation
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4. Who is eligible to participate?
All Shareholders of Record are eligible to participate in the Plan.
Beneficial owners of the Common Stock whose shares are registered in names
other than their own must first become Shareholders of Record by having
some or all of their shares transferred into their name in order to be
eligible to join the Plan, or must request the Shareholder of Record to
participate their shares for them.
5. How does a shareholder participate?
To become a Participant, a Shareholder of Record must complete and sign
an Enrollment Authorization Form and return it to the Agent at the
following address:
First Chicago Trust Company of New York
P. O. Box 2598
Jersey City, NJ 07303-2598
(800) 446-2617 or (201) 324-0498
An Enrollment Authorization Form may be obtained at any time by
contacting the Agent.
The Enrollment Authorization Form provides for the purchase of the
Common Stock through the following investment options offered under the
Plan:
Full Dividend Reinvestment - Dividends are reinvested on all shares
held by a Participant as a Shareholder of Record.
Partial Dividend Reinvestment - Dividends are reinvested on a portion
of the shares owned by a Participant as a Shareholder of Record. The
Participant would continue to receive cash dividends on the shares not
participating in the Plan.
Voluntary Cash Payments - A Participant may make voluntary cash
payments at any time in any amount of not less than $25 per payment up
to an aggregate of not more than $100,000 per year.
A Participant may change his/her method of participation at any time by
completing a new Enrollment Authorization Form and returning it to the
Agent.
6. What happens to the dividends on shares held for a Participant's
account?
Dividends on all shares of Common Stock held by the Agent under the Plan
for a Participant's account are automatically reinvested in the Common
Stock. The Common Stock purchased under the Plan will be registered in
the name of STANLEY & CO.
7. When may a shareholder join the Plan?
A Shareholder of Record may join the Plan at any time. (See Questions
8-10 and 14 for information regarding the timing of investments.)
8. When must the Enrollment Authorization Form be received by the
Agent to begin or change participation in the Plan for the reinvestment of
dividends?
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The Enrollment Authorization Form must be received by the Agent no later
than the Record Date for a particular dividend payment in order to have
that dividend reinvested in Common Stock. A new Enrollment Authorization
Form need not be submitted for subsequent quarterly dividend payments
unless a change is desired. (See Question 10 for information about
voluntary cash payments.)
9. How may a Participant change the number of shares participating in
the Plan?
With respect to the shares a Participant holds in his/her name, the
Participant may change the number of shares participating in the Plan at
any time by completing and signing a new Enrollment Authorization Form and
returning it to the Agent. (See Question 8.)
Voluntary Cash Payments
10. How are voluntary cash payments made?
A Participant's initial voluntary cash payment can be made by enclosing
a check or money order, payable to "First Chicago - Public Service Company
of Colorado", with an appropriately completed Enrollment Authorization
Form. Any subsequent voluntary cash payments should be accompanied by a
Transaction Form.
Voluntary cash payments received by the Agent no later than the 20th day
of the month will be invested as described in detail in Answer 14, below.
Voluntary cash payments received after the 20th day of the month will be
deposited and will be deemed, for purposes of the Plan, to have been
timely received by the Agent in the next month. If the 20th day of the
month is a Saturday, Sunday, or holiday, the deadline for the receipt of
voluntary cash payments will be the following business day. Certificates
for shares purchased with voluntary cash payments will be held by the
Agent, and the Participant's account will be credited for the number of
shares purchased.
Since interest is not paid on funds held by the Agent, Participants may
wish to mail or deliver each voluntary cash payment so as to be received
by the Agent shortly before the 20th day of the month thereby minimizing
the time between payment and investment. However, sufficient time should
be allowed to assure receipt no later than the 20th day of the month.
Participants have the right to withdraw voluntary cash payments provided
that written notification of such withdrawal is received by the Agent at
least 48 hours prior to the investment of the Participant's payment.
11. What are the limitations on making voluntary cash payments?
Voluntary cash payments may be made in any amount of not less than $25
per payment up to an aggregate of not more than $100,000 per year. The
same amount of money need not be sent with each payment, and there is no
obligation to make an voluntary cash payment each month.
12. When will shares purchased with voluntary cash payments be
entitled to receive dividends?
Shares purchased as of a date preceding the Record Date for payment of a
dividend will be entitled to receive such dividend. For example, the
August 1, 1995 dividend was paid to Shareholders of Record as of the July
14, 1995 Record Date. Voluntary cash payments invested and credited to
the accounts of Participants prior to July 14, 1995 received the August 1,
1995 dividend. (See Question 14 regarding when voluntary cash payments
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will be invested and Question 17 regarding when shares purchased with
voluntary cash payments will be credited to Participants' accounts.)
Purchase of Shares
13. Who will make purchases of the Common Stock in the open market
under the Plan?
The Agent will make purchases of the Common Stock in the open market.
Subject to certain limitations (see Questions 14 and 15.C), the Agent
shall have full discretion as to all matters relating to such purchases,
including determining the number of shares, if any, to be purchased on any
day or at any time of that day, the prices paid for such shares, the
markets on which such purchases are made, and the persons (including other
brokers and dealers) from or through whom such purchases are made.
14. When will purchases be made under the Plan?
A. If Common Stock is purchased in the open market
At the discretion of the Agent, shares of Common Stock are purchased
during a period beginning three business days prior to the Dividend
Payment Date (for settlement not prior to the Dividend Payment Date) and
extending 20 business days after the Dividend Payment Date. Voluntary
cash payments received for investment in the Common Stock will be invested
by the Agent during a period beginning on the 21st calendar day of the
month in which the voluntary cash payments were received and ending on the
first trading day of the next succeeding month.
B. If Common Stock is purchased directly from the Company
Any Common Stock purchased directly from the Company will be purchased:
(a) if through reinvested dividends, as of the Dividend Payment Date; and
(b) if through voluntary cash payments, as of the 21st calendar day of
each month for which any voluntary cash payments have been timely received
from Participants, or if the 21st calendar day is a nonbusiness day, on
the next day on which trading occurs.
15. What will be the price to Participants of shares of Common Stock
purchased under the Plan?
A. General
The Company will have full discretion as to whether Common Stock
purchased under the Plan will be purchased in the open market by the Agent
or purchased directly from the Company.
B. If Common Stock is purchased in the open market
The price per share to Participants of the Common Stock purchased in the
open market with either reinvested dividends or voluntary cash payments
will be 100% of the weighted average cost per share, plus an allocable
portion of related brokerage commissions. The weighted average cost per
share will be calculated by dividing the total cost (excluding brokerage
commissions) of all shares purchased with either reinvested dividends or
voluntary cash payments, as the case may be, by the total number of such
shares so purchased during the applicable Investment Period.
C. If Common Stock is purchased directly from the Company
The price per share to Participants of the Common Stock purchased
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directly from the Company with reinvested dividends will be 100% of the
average of the high and low sale prices of the Common Stock as reported on
the consolidated tape on the Dividend Payment Date or, if the market is
closed on such date, on the preceding day on which trading in the Common
Stock occurred.
The price per share to Participants of the Common Stock purchased
directly from the Company with voluntary cash payments will be 100% of the
average of the high and low sale prices of the Common Stock as reported on
the consolidated tape on the 21st calendar day of the applicable month or,
if the market is closed on such day, the next day on which trading occurs.
If no trading in the Common Stock is reported on the consolidated tape
for a substantial amount of time on any Dividend Payment Date, the price
will be determined by the Company on the basis of such market quotations
as it deems appropriate. In no event will shares of Common Stock be
purchased directly from the Company through the Plan at a price less than
the book value of the Common Stock.
16. How many shares of the Common Stock will be purchased for
Participants?
Upon the investment of dividends or voluntary cash payments of a
Participant in shares of Common Stock, such Participant's account will be
credited with a number of shares, including fractional shares (computed to
three decimal places), equal to the amount of such dividends or voluntary
cash payments, as the case may be, divided by the weighted average cost
per share plus an allocable portion of related brokerage commissions, if
any, for all purchases with reinvested dividends or voluntary cash
payments, as the case may be.
17. When will purchases of Common Stock under the Plan be credited to
a Participant's account?
A. If Common Stock is purchased in the open market
Purchases made with reinvested dividends generally will be completed no
later than the 20th business day following the Dividend Payment Date.
Purchases made with voluntary cash payments will be completed from the
21st calendar day of each month through the first trading day of the next
month. Participants' accounts will be credited with the shares purchased
as of the date of the last purchase made during the applicable Investment
Period.
B. If Common Stock is purchased directly from the Company
Common Stock purchased directly from the Company with reinvested
dividends will be credited to the Participant's account as of the Dividend
Payment Date. Common Stock purchased directly from the Company with
voluntary cash payments will be credited to the Participants' accounts as
of the 21st calendar day of the month such payments were invested or, if
the market is closed on such day, the next day on which trading occurs.
Sale of Shares
18. How may Participants sell the Common Stock under the Plan?
Participants may request the Agent to sell any or all of the shares held
for the Participant by submitting a Transaction Form to the Agent. Common
Stock for which certificates are held by the Participant is not eligible
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for sale under the Plan.
The Agent will complete the sale of Common Stock in the open market.
Subject to certain regulations, the Agent shall have full discretion as to
any matters relating to such sales, including determining the number of
shares, if any, to be sold on any day or at any time of that day, the
prices received for such shares, the markets on which such sales are made,
and the persons (including other brokers and dealers) from or through whom
such sales are made.
19. When will the Common Stock be sold?
The Agent anticipates that shares sold through the Plan will be sold on
the next trading day following receipt by the Agent of a request to sell
such shares.
20. What will be the price of the Common Stock sold?
The price of the Common Stock sold on a particular date will be the
average price received, after deduction of brokerage commissions and the
$10 transaction fee, for all shares of Common Stock sold for all
Participants on such date.
Costs
21. Are there any expenses to Participants in connection with
purchases or sales under the Plan?
Brokerage fees are paid by Participants on a pro rata basis only in
connection with purchases or sales made in the open market under the Plan.
In addition, a $10 transaction fee is paid for sales of whole shares made
under the Plan. All other costs of administration of the Plan are paid by
the Company.
Reports to Participants
22. What reports will the Participants in the Plan receive from the
Company?
As soon as practicable after each Investment Period, a Participant will
receive a Statement of Account. The Statements of Account are a
Participant's continuing record of the cost of his/her purchases and
should be retained for tax purposes. In addition, each Participant will
receive the same communications sent to every other Shareholder of Record,
including the Company's annual and quarterly reports, and the notice of
annual meeting and proxy.
Dividends
23. Will a Participant's account be credited with dividends on
fractional shares?
Yes. A Participant's account will be credited with dividends on
fractional shares and such dividends will automatically be reinvested in
shares of Common Stock. (See Question 16.)
24. May the Participant have dividends on shares held in the Plan sent
directly to him/her?
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No. The purpose of the Plan is to provide the Participant with a
convenient method of purchasing shares of the Common Stock and having the
dividends on those shares reinvested. Accordingly, dividends paid on
shares held in the Plan will be automatically reinvested in additional
shares of the Common Stock. A Participant may, of course, request
certificates for full shares accumulated in his/her account under the Plan
at any time. When certificates are issued to the Participant, future
dividends on these shares will be treated in accordance with the
Participant's instructions on the Enrollment Authorization Form currently
on file for the Participant. (See Questions 5 and 6.)
Issuance of Certificates
25. Will certificates be issued for the Common Stock purchased?
Certificates for Common Stock will not be issued to a Participant unless
the Participant has requested in writing that the Agent issue such
certificates. Keeping the shares in the nominee name protects against
loss, theft, or destruction of stock certificates and permits ownership of
fractional shares by a Participant. It also permits the eventual sale of
shares held in the Participant's account through the Plan. The number of
shares credited to each Participant's account under the Plan will be shown
on the Participant's Statement of Account.
If the Participant so desires, certificates for any number of whole
shares held by the Agent in the Participant's account under the Plan will
be issued to the Participant, generally within two weeks following receipt
of a written request. This request must be signed by the Participant (or
Participants, if a joint registration). Any remaining shares, including
fractional shares, will continue to be held by the Agent and credited to
the Participant's account under the Plan, provided that there remains at
least one full share in the account. Should an account balance fall below
one share, a cash payment will be mailed to the Participant for any
remaining fractional share. Certificates for fractional shares will not
be issued under any circumstances.
Shares held in the account of a Participant under the Plan for which
certificates have not been issued may not be pledged or assigned. A
Participant who wishes to pledge or assign such shares must have
certificates for such shares issued in the Participant's name.
26. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which
Participants were registered at the time they entered the Plan, unless the
Participant's registration is subsequently changed. Certificates for
whole shares will be so registered when issued.
Upon written request to the Agent signed by the Participant (or
Participants, if a joint registration), certificates may be registered and
issued in names other than the account name upon receipt of appropriate
documentation with a Medallion signature guarantee obtained from the
Participant's financial institution or broker. Issuance of certificates
in names other than the account name is subject to compliance with any
applicable laws and the payment by the Participant of any applicable
taxes.
Termination of Participation
27. How is participation in the Plan terminated?
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In order to terminate participation in the Plan, a Participant must send
a written request signed by the Participant (or Participants, if a joint
registration) to the Agent.
Participants may request that certificates be issued or that shares be
sold in the open market, or a combination of the two, to terminate their
participation in the Plan. If a Participant requests that certificates be
issued, certificates for those shares held in the Participant's account
under the Plan will be issued (a cash payment will be made for any
fractional share) and participation will be terminated.
If the Participant requests that shares be sold, then shares held in the
Participant's account under the Plan will be sold by the Agent generally
on the next trading day following receipt by the Agent of a request to
sell such shares, and the proceeds of the sale, less any brokerage fee and
a $10 transaction fee, will be sent to the Participant generally within
two weeks of such sale. (See Questions 18-20.)
The Agent will automatically terminate a Participant's account under the
Plan if such account does not contain at least one full share. A cash
payment will be made to the Participant for any remaining fractional
share.
28. When may participation in the Plan be terminated?
Participation in the Plan may be terminated at any time. If the request
to terminate is received by the Agent on or after the Record Date for a
dividend payment, the Agent, in its sole discretion, may either pay any
such dividend in cash or reinvest it in Common Stock on behalf of the
terminating Participant. If any such dividend is reinvested, the Agent
may sell the shares purchased and remit the proceeds to the Participant,
less any brokerage commissions.
Other Information
29. What happens when a Participant sells or transfers a portion of
the shares registered in the Participant's name?
When a Participant has authorized reinvestment of dividends on only part
of the Common Stock registered in such Participant's name and such
Participant disposes of a portion of the Common Stock so registered, the
shares of Common Stock with respect to which dividends are not being
reinvested will be deemed to be sold first, and the Agent will continue to
reinvest the dividends on the remainder of the shares up to the number of
shares originally authorized. For example, if a Participant authorized
the Agent to reinvest the dividends on 50 shares of a total of 100 shares
registered in the Participant's name, and the Participant disposed of 25
shares, the Agent would continue to reinvest the cash dividends on 50 of
the remaining 75 shares. If the Participant then disposed of 50 more
shares, the Agent would continue to reinvest the cash dividends on all of
the remaining 25 shares.
30. What happens when a Participant sells or transfers all of the
shares registered in the Participant's name?
When a Participant disposes of all the Common Stock registered in the
Participant's name, the Agent will continue to reinvest the dividends on
the shares held in the Participant's account under the Plan until
otherwise notified.
11
<PAGE>
31. What happens if the Company issues a stock dividend or declares a
stock split?
Any stock dividends or split shares of Common Stock distributed by the
Company on the Common Stock held by the Agent and credited to the account
of a Participant under the Plan will be added to the Participant's
account. Stock dividends or split shares distributed on the Common Stock
registered in the name of the Participant will be mailed directly to the
Participant in the same manner as to shareholders who are not
participating in the Plan.
32. How will a Participant's shares be voted at meetings of
stockholders?
Each Participant in the Plan will receive a proxy indicating the total
number of shares and fractional shares of the Common Stock registered in
the name of the Participant and the number of shares and fractional
shares, if any, credited to his/her account under the Plan.
If a proxy is returned properly signed and marked for voting, all the
shares covered by the proxy - those registered in the Participant's name
and the shares credited to his/her account under the Plan - will be voted
as marked.
If a proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect
to any item thereon, all of the Participant's shares - those registered in
his/her name and those credited to his/her account under the Plan - will
be voted in accordance with the recommendations of the Board of Directors
of the Company. If the proxy is not returned, or if it is returned
unexecuted or improperly executed, shares registered in a Participant's
name will not be voted unless the Participant votes in person.
33. What are the responsibilities of the Company and the Agent under
the Plan?
Neither the Company nor the Agent will be liable for any act done in
good faith or for any good faith omission to act with respect to the Plan,
including, without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such Participant's death
prior to receipt of notice in writing of such death or with respect to the
prices or times at which, or sources from which, shares are purchased or
sold for Participants, or with respect to any fluctuation in market value
before or after any purchase or sale of shares.
Participants should recognize that neither the Company nor the Agent can
assure the Participant of a profit or protect the Participant against a
loss on the Common Stock purchased, issued by the Company, or sold under
the Plan.
34. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify, or terminate the Plan
at any time. All Participants will receive notice of any such suspension,
modification, or termination. Upon termination of the Plan by the
Company, certificates for whole shares held in a Participant's account
under the Plan (for which certificates have not previously been issued)
will be issued and a cash payment will be made for any fractional share.
In addition, the Company reserves the right to interpret and regulate the
Plan as it deems necessary or desirable in connection with its operations.
12
<PAGE>
35. Who interprets and regulates the Plan?
The officers of the Company may take such actions to carry out the Plan
as are not contrary to the terms and conditions of the Plan. In addition,
the Company reserves the right to interpret and regulate the Plan as it
deems desirable or necessary in connection with the operation of the Plan.
Furthermore, if it appears to the Company that any Participant is using
or contemplating the use of the Plan in a manner or with an effect that,
in the sole judgment and discretion of the Company, is not in the best
interests of the Company or its other shareholders, then the Company may
decline to issue all or any portion of the shares of Common Stock for
which any payment by or on behalf of such Participant is tendered. Such
payment (or the portion thereof not to be invested in shares of Common
Stock) will be returned by the Company as promptly as practicable, without
interest.
FEDERAL INCOME TAX CONSEQUENCES
The Federal income tax consequences to an individual or a corporate
Participant in the Plan may be summarized as follows:
A. If shares of Common Stock are purchased on the open market with
reinvested dividends, a Participant will be treated for Federal income tax
purposes as having received a dividend distribution equal in amount to the
cash dividend used to purchase such shares and pay the allocable portion
of related brokerage commissions. Such dividend distribution will be
reported on the Participant's year-end Form 1099-DIV. The tax basis of the
shares so purchased will be equal to the amount treated as a dividend
distribution to the Participant.
B. If shares of Common Stock are purchased directly from the Company
with reinvested dividends, a Participant will be treated for Federal
income tax purposes as having received a dividend distribution equal in
amount to the fair market value on the Dividend Payment Date of such
shares, including fractional shares (computed to three decimal places),
purchased for the Participant. Such dividend distribution will be
reported on the Participant's year-end Form 1099-DIV. The tax basis of
the shares so purchased will be equal to the amount treated as a dividend
distribution to the Participant.
C. A Participant who purchases shares of Common Stock with voluntary
cash payments will recognize no taxable income upon such purchases. The
tax basis of such shares will be the amount of the voluntary cash payment.
D. A Participant's holding period for shares of Common Stock acquired
pursuant to the Plan will begin on the day following the date the shares
are credited to the Participant's account.
E. A Participant will not realize taxable income as a result of
receipt of certificates for whole shares of Common Stock credited to the
Participant's account, either upon the Participant's request for those
shares or upon withdrawal from participation in or termination of the
Plan.
F. A Participant may realize a gain or loss when the shares of Common
Stock are sold or exchanged and, in the case of a fractional share, when
the Participant receives a cash payment for a fraction of a share of
Common Stock credited to the Participant's account upon termination of
participation in or termination of the Plan. The amount of such gain or
loss will be the difference between the amount which the Participant
13
<PAGE>
receives for the shares or fraction of a share and the tax basis therefor.
G. For a Participant subject to "backup withholding" or a foreign
Participant subject to United States income tax withholding, (i) the
amount invested under the Plan for the Participant will be reduced by the
amount of tax required to be withheld and (ii) the amount of tax so
withheld will be included in the dividend income of the Participant.
The description of the Federal income tax consequences of participation
in the Plan is only a summary and does not purport to be a complete
description of all tax consequences of participation in the Plan. The
description may be affected by future legislation, Internal Revenue
Service rulings and regulations, or court decisions. In addition, the
taxation of foreign shareholders, except as noted, is not discussed in
this Prospectus. Accordingly, Participants should consult with their own
tax advisors with respect to the Federal, state, local and foreign tax
consequences of participation in the Plan.
USE OF PROCEEDS
Unless shares of Common Stock are purchased directly from the Company,
the Company will receive no proceeds from the offering of Common Stock
through the Plan. The Company does not know the number of shares, if any,
which will be purchased directly from the Company under the Plan and
therefore cannot estimate the amount of proceeds to it from any purchase
of such shares. To the extent that any shares of Common Stock are
purchased directly from the Company, the Company intends to use the
proceeds from the issuance of such shares for the following purposes: 1)
to fund its construction program and 2) other general corporate purposes.
DESCRIPTION OF COMMON STOCK
This summary of certain rights and privileges of the holders of the
Common Stock does not purport to be complete and is qualified in its
entirety by reference to the Restated Articles of Incorporation, as
amended, of the Company and the laws of the State of Colorado and, with
respect to the Rights (as hereinafter defined), the Rights Agreement,
dated as of February 26, 1991, between the Company and Mellon Bank, N.A.,
Rights Agent, as amended.
Dividend Rights: Subject to the preferential rights of the shareholders
of the Preferred Stock of the Company, dividends may be declared on the
Common Stock out of funds legally available for that purpose.
Voting Rights: All voting power is vested exclusively in the
shareholders of the Common Stock, except to the extent that the Restated
Articles of Incorporation, as amended, of the Company or the laws of the
State of Colorado confer voting rights upon the shareholders of the
Preferred Stock with respect to various changes in the capital structure
of the Company, mergers, and certain other transactions. Each share of
the Common Stock is entitled to one vote in the election of directors and
upon each other matter coming before any meeting of the shareholders.
If dividends payable on the outstanding Preferred Stock of the Company
shall be accumulated and unpaid in an amount equal to four quarterly
dividends, the shareholders of such stock are entitled, until all such
dividends shall have been fully paid, (a) to elect a majority of the Board
of Directors, the remaining directors to be elected by the shareholders of
the Common Stock and (b) to vote, together with shareholders of the Common
Stock, on all other questions in a manner proportionate to the par value
of their shares.
14
<PAGE>
Rights to Purchase Common Stock: The Company has a shareholder rights
plan pursuant to which holders of Common Stock outstanding on March 22,
1991 or issued thereafter have been granted one right to purchase common
stock ("Right") for each share of Common Stock. Each Right entitles the
registered holder to purchase one share of Common Stock at an initial
purchase price of $55, subject to certain adjustments. The Rights will be
exercisable only if a person or group acquires beneficial ownership of 20%
or more of the Common Stock or announces a tender offer the consummation
of which would result in the beneficial ownership by a person or group of
20% or more of the Common Stock. Until such an event, the Rights will be
evidenced by the certificates for shares of Common Stock and will be
transferred with, and only with, such share certificates. New
certificates for Common Stock issued by the Company will contain a
notation incorporating the Rights Agreement by reference.
If any person or group acquires 20% or more of the outstanding Common
Stock, except pursuant to a tender offer the consummation of which would
result in the beneficial ownership by such person or group of 80% or more
of the Common Stock and which meets certain other specified conditions,
each Right will entitle its holder (other than such person or members of
such group) to receive upon exercise that number of shares of Common Stock
which has a market value equal to twice such Right's exercise price. In
addition, if the Company consolidates or merges with or into, or sells or
otherwise transfers 50% or more of its assets or earning power to, any
person or group, proper provision will be made so that each Right would
thereafter entitle its holder to receive upon exercise that number of the
acquiring company's common shares which has a market value at that time of
twice the Right's exercise price.
At any time after a person or group acquires more than 20% but less than
50% of the outstanding Common Stock and under certain other circumstances,
the Board of Directors of the Company may require each outstanding Right
to be exchanged for one share of Common Stock.
The Rights may be redeemed by the Company, at a redemption price of $.01
per Right, at any time until any person or group has acquired 20% or more
of the Common Stock. The Rights will expire on March 22, 2001.
The Rights also have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors,
except pursuant to an offer conditioned on a substantial number of Rights
being acquired. As disclosed in the Company's Current Report on Form 8-K
dated August 22, 1995, relating to the Agreement and Plan of Reorganzation
by and among the Company, Southwestern Public Service Company and M-P New
Co. (the "Reorganization Agreement"), the Rights Agreement was amended to
exclude the transactions contemplated by the Reorganization Agreement from
the Rights Agreement.
Liquidation Rights: After payment to the shareholders of the Preferred
Stock of the par value of and premium, if any, and accrued dividends on
their shares, the remaining assets shall be distributed ratably in
accordance with their holdings to the shareholders of the Common Stock.
Miscellaneous: The Common Stock has no conversion, preemptive, or
subscription rights (other than the Rights) or redemption or sinking fund
provisions, and the outstanding Common Stock is fully paid and
nonassessable.
Listing: All of the outstanding Common Stock is listed on the New York,
Chicago and Pacific Stock Exchanges.
15
<PAGE>
Transfer Agents and Registrars: First Chicago Trust Company of New York
acts as the Transfer Agent and Registrar for the Common Stock.
VALIDITY OF NEW COMMON STOCK
The validity of the Common Stock issued by the Company under the Plan
has been passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae,
L.L.P., a limited liability partnership including professional
corporations,125 West 55th Street, New York, New York 10019.
EXPERTS
Reference is made to the Incorporated Documents for specification of
certain information incorporated herein by reference upon the authority of
experts.
The statements made as to matters of law and legal conclusions under
Federal Income Tax Consequences have been reviewed by LeBoeuf, Lamb,
Greene & MacRae, L.L.P. Such statements are set forth herein in reliance
upon the opinion of that firm given upon their authority as experts.
16
<PAGE>
==================================== ====================================
No dealer, salesman or other
person has been authorized to give
any information or to make any
representation not contained in this Automatic
Prospectus in connection with the Dividend Reinvestment and
offer made by this Prospectus, and Common Stock Purchase Plan
if given or made, such information
or representation must not be relied
upon as having been authorized by
the Company. This Prospectus is not
an offer to sell or a solicitation
of an offer to buy any securities
other than those specifically
offered hereby, nor is such an offer
or solicitation in any jurisdiction
to any person to whom it is unlawful Public Service
to make such an offer or soliciation Public Service Company
in such jurisdiction. Neither the of Colorado
delivery of this Prospectus nor any
sale hereunder shall under any
circumstances create any implication
that there has been no change in the
affairs of the Company or its Common Stock
subsidiaries since the date hereof. ($5 par value)
TABLE OF CONTENTS
Page
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . 2
Definitions . . . . . . . . . . . 3
The Company . . . . . . . . . . . 3 PROSPECTUS
The Plan . . . . . . . . . . . . 4
Purposes and Advantages . . . . 4
Administration . . . . . . . . 5
Participation . . . . . . . . . 5
Voluntary Cash Payments . . . . 6
Purchase of Shares . . . . . . 7
Sale of Shares . . . . . . . . 9
Costs . . . . . . . . . . . . . 10
Reports to Participants . . . . 10
Dividends . . . . . . . . . . . 10
Issuance of Certificates . . . 10
Termination of Participation . 11
Other Information . . . . . . . 12
Federal Tax Consequences . . . . 14
Use of Proceeds . . . . . . . . . 15 August 30, 1995
Description of Common Stock . . . 15
Validity of New Common Stock . . 17
Experts . . . . . . . . . . . . . 17
==================================== ====================================
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee . . . $ 33,104
* Fees of accountants . . . . . . . . . . . . . . . . . . 8,000
* Fees of Company counsel . . . . . . . . . . . . . . . . 20,000
* Printing of Registration Statement, Prospectus, etc. 12,000
* Miscellaneous . . . . . . . . . . . . . . . . . . . . . 51,500
* Total Expenses . . . . . . . . . . . . . . . . . . $ 124,604
___________________
*Estimated
</TABLE>
Item 15. Indemnification of Directors and Officers.
Sections 7-109-101 and 7-109-110 of the Business Corporation Act specify
the circumstances under which a corporation may indemnify its directors,
officers, employees, fiduciaries and agents and authorizes such
corporations to purchase and maintain insurance on behalf of such persons
against any liability incurred in any such capacity or arising out of
their status as such. The Registrant currently has such insurance in
effect.
A resolution adopted at a special meeting of stockholders of the
Registrant held in November, 1943, provides: "That each Director and
Officer of the Company (or his legal representative) shall be indemnified
by the Company against all claims, liabilities, expenses and costs imposed
upon or reasonably incurred by him in connection with any action, suit or
proceeding, or the settlement or compromise of any such claim, liability,
action, suit or proceeding (other than amounts paid to the Company
itself), in which he may be involved by reason of his being or having been
such Director or Officer of the Company, except in relation to matters as
to which he shall be finally adjudged in any such action, suit or
proceeding to have been derelict in the performance of his duties as such
Director or Officer, provided, however, in respect to any such settlement
or compromise that it shall have been determined, by a majority of the
Directors of the Company not affected by self interest, that such
settlement or compromise should be made, and that such Director or Officer
had not been derelict in the performance of his official duties; and
provided further that the foregoing indemnity shall not extend to or cover
any claims, liabilities, action, suit or proceeding under the Securities
Act of 1933, or any costs or expenses in connection therewith unless the
Director or Officer of the Company involved shall be finally adjudged in
such action, suit or proceeding to have been subject to no liability under
said Act, or in case of settlement or compromise, unless the Company shall
have obtained an opinion of independent counsel to the effect that he is
not liable under said Act. The foregoing right of indemnification shall
not be exclusive of any other right or rights to which such Director or
Officer may be entitled as a matter of law."
Article XV of the Registrant's Restated Articles of Incorporation, as
amended, provides: "To the fullest extent permitted by the Colorado
1
<PAGE>
Corporation Code as the same exists or may hereafter be amended, a
director of this corporation shall not be liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a
director. Neither the amendment, nor the repeal of this Article, nor the
adoption of any provision of the Articles of Incorporation inconsistent
with this Article, shall eliminate or reduce the protection afforded by
this Article to a director of the corporation with respect to any matter
which occurred, or any cause of action, suit or claim which but for this
Article would have accrued or arisen, prior to such amendment, repeal or
adoption."
Item 16. Exhibits.
Exhibits are listed in the Exhibit Index on page II-4 hereof.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "1933 Act"), (ii) to reflect in the Prospectus
any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.; and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that the Company need not file a post-
effective amendment to include the information required to be included by
subsection (i) or (ii) if such information is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plans annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
II-2
<PAGE>
the securities offered herein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions under Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and County of Denver and the State
of Colorado, on the 29th day of August, 1995.
PUBLIC SERVICE COMPANY OF COLORADO
By: /s/ R. C. Kelly
_________________________________
R.C. Kelly
Senior Vice President Finance, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
___________ _____ ____
<S> <C> <C>
* D. D. Hock
__________________________________
D.D. Hock, Chairman of the Board Principal Executive Officer August 29, 1995
and Chief Executive Officer and Director
/s/ R. C. Kelly
__________________________________
R.C. Kelly, Senior Vice President Principal Financial Officer August 29, 1995
Finance, Treasurer and
Chief Financial Officer
* W. Wayne Brown
__________________________________
W. Wayne Brown, Controller and Principal Accounting Officer August 29, 1995
Corporate Secretary
* Wayne H. Brunetti President, Chief Operating Officer August 29, 1995
and Director
* Collis P. Chandler, Jr. Director August 29, 1995
* Doris M. Drury Director August 29, 1995
Thomas T. Farley Director August 29, 1995
* Gayle L. Greer Director August 29, 1995
* A. Barry Hirschfeld Director August 29, 1995
George B. McKinley Director August 29, 1995
* Will F. Nicholson, Jr. Director August 29, 1995
* J. Michael Powers Director August 29, 1995
* Thomas E. Rodriguez Director August 29, 1995
* Rodney E. Slifer Director August 29, 1995
* W. Thomas Stephens Director August 29, 1995
Robert G. Tointon Director August 29, 1995
* By /s/ R. C. Kelly
____________________________________
R. C. Kelly, As Attorney-in-fact
for each of the persons indicated
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
3(a)* Restated Articles of Incorporation of the Registrant dated July 9,
1990 (Filed as Exhibit 3(a) to Form S-3, File No. 33-54877).
3(b)* Articles of Amendment of the Restated Articles of Incorporation of
the Registrant dated May 11, 1994 (Filed as Exhibit 3(b) to Form S-
3, File No. 33-54877).
4(a)* Rights Agreement dated as of February 26, 1991, between the Company
and Mellon Bank, N.A. (Filed as Exhibit 1 to Form 8-A filed March 1,
1991, File No. 1-3280).
4(b)* Amendment as of August 22, 1995, to Rights Agreement dated as of
February 26, 1991, between the Company and Mellon Bank, N.A. (Filed
as Exhibit 99(b) to Form 8-K, dated August 22, 1995).
5(a) Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited
liability partnership including professional corporations.
15 Letter of Arthur Andersen LLP regarding interim unaudited financial
information.
23(a) The Consent of Arthur Andersen LLP
23(b) The Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. is included in
their opinion filed as Exhibit 5(a).
24 Power of Attorney
_________________
* Previously filed as indicated and incorporated herein by reference.
II-5
<PAGE>
Exhibit 5(a)
LeBoeuf, Lamb, Greene & MacRae
L.L.P.
A Limited Liability Partnership Including
Professional Corporations
125 West 55th Street
New York, NY 10019-5389
August 29, 1995
Public Service Company of Colorado
1225 17th Street
Denver, Colorado 80202
Re: Registration Statement on Form S-3, Covering
3,000,000 Shares of Common Stock, $5.00 Par
Value, and 3,000,000 Rights to Purchase
Common Stock, $5.00 Par Value, To Be
Issued Under Automatic Dividend
Reinvestment and Common Stock Purchase Plan
Ladies and Gentlemen:
We are acting as counsel to Public Service Company of Colorado (the
"Company") in connection with the Company's Automatic Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan"). This opinion is
being furnished to the Company in connection with the filing of a
Registration Statement by the Company under the Securities Act of 1933, as
amended (the "Act"), on Form S-3 (the "Registration Statement"), providing
for the registration of 3,000,000 shares of the Company's Common Stock,
$5.00 par value (the "Stock") and 3,000,000 Rights to purchase Stock (the
"Rights"), each such Right being attached to each share of Stock, all
pursuant to the Plan.
In connection with this opinion, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to
our satisfaction, of the Rights Agreement, dated as of February 26, 1991,
as amended, by and between the Company and Mellon Bank, N.A., as Rights
Agent, together with the exhibits thereto (the "Rights Agreement"),
pursuant to which the Rights were created, and such instruments,
certificates, records and documents, and such matters of law, as we have
deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity
to the original documents of all documents submitted as copies and the
authenticity of the originals of such latter documents. As to any facts
material to our opinion, we have relied upon the aforesaid Registration
Statement, Rights Agreement, instruments, certificates, records and
documents, and upon discussions with representatives of the Company.
We have assumed without investigation that the Rights Agent had the
power and authority to execute and deliver the Rights Agreement, including
amendments thereto, that such execution and delivery were duly authorized,
that the Rights Agreement constitutes and will constitute the legal, valid
and binding obligation of the Rights Agent, enforceable in accordance with
its terms, that the form of instrument used to evidence the Rights after
severance from the Common Stock would comport with the Form of Right
Certificate appended as Exhibit A to the Rights Agreement and that prior
II-6
<PAGE>
to severance the terms and conditions of the Rights will continue to be
incorporated by reference into certificates representing the Common Stock.
Upon the basis of such examination, and subject to the limitations
and qualifications contained in this opinion, we are of the opinion that,
when the Registration Statement becomes effective, and assuming that (i)
it remains continuously effective for the purpose of the offer and sale of
the Stock and the Rights, (ii) shares of the Stock are duly credited to
the Plan participants by the agent for the participants and, with respect
to certificated shares of the Stock, the certificates representing such
shares in substantially the form currently employed and incorporating the
terms of the Rights by reference are duly executed, countersigned,
registered and delivered, and, in each case, the consideration therefor is
received by the Company and (iii) the pertinent provisions of the Act and
such "blue-sky" and securities laws as may be applicable have been
complied with, (a) the Stock will be validly issued, fully paid and non-
assessable under the laws of the State of Colorado, and (b) the Rights
associated therewith will be legal and binding obligations of the Company
under the laws of the State of Colorado.
We hereby consent to the use of this opinion letter as Exhibit 5(a)
to the Registration Statement, and to the use of our name in the
Registration Statement and the Prospectus contained in the Registration
Statement and in any amendments thereof or supplements thereto.
Very truly yours,
/s/LeBoeuf, Lamb, Greene & MacRae, L.L.P
_______________________________________
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
II-7
<PAGE>
EXHIBIT 15
August 24, 1995
Public Service Company of Colorado:
We are aware that Public Service Company of Colorado has incorporated by
reference in this registration statement, pertaining to the registration
of 3,000,000 shares of its Common Stock, its Form 10-Q's for the quarters
ended March 31, 1995 and June 30, 1995, which include our reports dated
May 5, 1995 and August 4, 1995, respectively, covering the unaudited
consolidated condensed financial statements contained therein. Pursuant
to Regulation C of the Securities Act of 1933, these reports are not
considered a part of the registration statement prepared or certified by
our firm or a report prepared or certified by our firm within the meaning
of Sections 7 and 11 of the Act.
/s/Arthur Andersen LLP
_______________________
ARTHUR ANDERSEN LLP
<PAGE>
EXHIBIT 23 (a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
10, 1995, included in Public Service Company of Colorado's Form 10-K for
the year ended December 31, 1994, and to all references to our firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Denver, Colorado
August 24, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Principal
Executive Officer, Principal Financial Officer, Principal Accounting
Officer, officers and/or directors of Public Service Company of Colorado,
a Colorado corporation, which corporation proposes to file with the
Securities and Exchange Commission a Registration Statement under the
Securities Act of 1933, as amended, with respect to the proposed
registration by the Company of not to exceed 7,000,000 shares of the
Company's Common Stock to be issued under the Company's Automatic Dividend
Reinvestment and Common Stock Purchase Plan, does each for herself/himself
and not one another, hereby constitute and appoint D. D. Hock and R. C.
Kelly, and each of them, her/his true and lawful attorneys, in her/his
name, place and stead, to sign her/his name to said proposed Registration
Statement and any and all amendments thereto, and to cause the same to be
filed with the Securities and Exchange Commission, it being intended to
give and hereby giving and granting to said attorneys, and each of them,
full power and authority to do and perform any act and thing necessary and
proper to be done in the premises as fully and to all intents and purposes
as the undersigned could do if personally present; and each of the
undersigned for herself/himself hereby ratifies and confirms all that said
atttorneys, or any one of them, shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set her/his
hand this 22nd day of August, 1995.
/s/ D. D. Hock /s/ A. Barry Hirschfeld
__________________________________ __________________________
D. D. Hock, Chairman of the Board A. Barry Hirschfeld, Director
and Chief Executive Officer
/s/ R. C. Kelly
__________________________________ __________________________
R. C. Kelly, Senior Vice President George B. McKinley, Director
Finance, Treasurer and Principal
Financial Officer
/s/ W. Wayne Brown /s/ Will F. Nicholson, Jr.
__________________________________ __________________________
W. Wayne Brown, Principal Accounting Will F. Nicholson, Jr., Director
Officer Controller and Corporate
Secretary
/s/ Wayne H. Brunetti /s/ J. Michael Powers
__________________________________ _________________________
Wayne H. Brunetti, President, Chief J. Michael Powers, Director
Operating Officer and Director
/s/Collis P. Chandler, Jr. /s/ Thomas E. Rodriguez
__________________________________ _________________________
Collis P. Chandler, Jr., Director Thomas E. Rodriguez, Director
/s/ Doris M. Drury /s/ Rodney E. Slifer
__________________________________ _________________________
<PAGE>
Doris M. Drury, Director Rodney E. Slifer, Director
/s/ W. Thomas Stephens
__________________________________ _________________________
Thomas T. Farley, Director W. Thomas Stephens, Director
/s/ Gayle L. Greer
__________________________________ _________________________
Gayle L. Greer, Director Robert G. Tointon, Director
<PAGE>
