SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) January 31, 1996
PUBLIC SERVICE COMPANY OF COLORADO
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(exact name of registrant as specified in charter)
Colorado
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(State or other jurisdiction
of incorporation)
1-3280 84-0296600
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(Commission File No.) (IRS Employer
Identification No.)
1225 Seventeenth Street, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 571-7511
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ITEM 5. Other Events
On January 31, 1996, at separate meetings of
shareholders, the holders of Public Service Company of
Colorado ("PSCo") Common Stock, PSCo Preferred Stock and
Southwestern Public Service Company ("SPS") Common Stock
approved an agreement and plan of reorganization, as amended
(the "Merger Agreement"). Pursuant to such Merger Agreement,
the holders of PSCo Common Stock and SPS Common Stock will
become holders of common stock of New Century Energies, Inc.
("NCE"), upon the completion of the mergers of two wholly-
owned subsidiaries of NCE into PSCo and SPS, respectively (the
"Mergers"). As a result of the Mergers, NCE will become the
holding company for PSCo and SPS registered under the Public
Utility Holding Company Act of 1935, as amended (the "1935
Act").
As part of the Mergers, each outstanding share of PSCo
Common Stock, par value $5.00 per share, will be canceled and
converted into the right to receive 1.00 share of NCE common
stock, par value $1.00 per share, and each outstanding share
of SPS common stock, par value $1.00 per share, will be
canceled and converted into the right to receive 0.95 of one
share of NCE common stock. At December 31, 1995, PSCo had
63.4 million shares of common stock outstanding and SPS had
40.9 million common shares outstanding. Based on such
capitalization, the Merger would result in the common
shareholders of PSCo owning 62% of the common equity of NCE
and the common shareholders of SPS owning 38% of the common
equity of NCE. The Merger Agreement and the Mergers will not
affect the debt, including mortgage bonds and shares of
preferred stock of PSCo and SPS outstanding at the time of
Mergers.
The Mergers are subject to customary closing conditions,
including, without limitation, the receipt of all necessary
governmental approvals and the making of all necessary
governmental filings, including approvals and findings of
state utility regulators in Colorado, Texas, New Mexico,
Wyoming and Kansas and the approval of the Federal Energy
Regulatory Commission ("FERC"), the Securities and Exchange
Commission ("SEC") under the 1935 Act, the Nuclear Regulatory
Commission, and the filing of the requisite notification with
the Federal Trade Commission and the Department of Justice
under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the expiration of the applicable period
thereunder. Applications to the state regulatory commissions,
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the FERC and the SEC have been filed and, on November 28,
1995, the Kansas Corporation Commission issued an order
granting SPS s request for authority for the issuance of
common stock to NCE pursuant to the Merger Agreement. It is
expected the regulatory process will be completed in third
quarter 1996.
NCE will serve approximately 1.5 million electric
customers in Colorado, Texas, New Mexico, Wyoming, Oklahoma
and Kansas and will provide natural gas service to 963,000
customers in Colorado and Wyoming. The business of NCE will
consist of utility operations and various non-utility
enterprises.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PUBLIC SERVICE COMPANY OF COLORADO
/s/ R. C. Kelly
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R. C. Kelly
Senior Vice President, Finance,
Treasurer and Chief Financial Officer
Dated: February 1, 1996
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