================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 1-3280
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
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (303) 571-7511
--------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No
At August 5, 1996, 64,249,239 shares of the registrant's Common Stock,
$5.00 par value (the only class of common stock), were outstanding.
================================================================================
<PAGE>
Table of Contents
PART I - FINANCIAL INFORMATION
Item l Financial Statements .............................................. 1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ....................................... 19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................. 25
Item 4. Submission of Matters to a Vote of Security Holders............... 25
Item 6. Exhibits and Reports on Form 8-K.................................. 26
SIGNATURE.................................................................. 27
EXHIBIT INDEX.............................................................. 28
EXHIBIT 12(a).............................................................. 29
EXHIBIT 12(b).............................................................. 30
EXHIBIT 15 ................................................................ 31
In addition to the historical information contained herein, this report
contains a number of "forward-looking statements", within the meaning of the
Securities Exchange Act of 1934. Such statements address future events and
conditions concerning capital expenditures, resolution and impact of litigation,
regulatory matters, liquidity and capital resources, and accounting matters.
Actual results in each case could differ materially from those projected in such
statements by reason of factors including, without limitation, electric utility
restructuring; future economic conditions; earnings retention and dividend
payout policies; developments in the legislative, regulatory and competitive
environments in which the Company operates; and other circumstances that could
affect anticipated revenues and costs, such as compliance with laws and
regulations. These and other factors are discussed in the Company's filings with
the Securities and Exchange Commission including this report.
i
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Thousands of Dollars)
ASSETS
June 30, December 31,
1996 1995
---- ----
(Unaudited)
Property, plant and equipment, at cost:
Electric .......................................... $3,841,710 $3,751,321
Gas................................................ 1,011,096 989,215
Steam and other.................................... 78,194 88,446
Common to all departments.......................... 425,397 380,809
Construction in progress........................... 128,516 192,580
------- -------
5,484,913 5,402,371
Less: accumulated depreciation .................... 1,981,001 1,921,659
--------- ---------
Total property, plant and equipment.............. 3,503,912 3,480,712
--------- ---------
Investments, at cost, and receivables................. 38,188 24,282
------ ------
Current assets:
Cash and temporary cash investments................ 13,008 14,693
Accounts receivable, less reserve for uncollectible
accounts ($4,009 at June 30, 1996; $3,630 at
December 31, 1995) .............................. 133,187 124,731
Accrued unbilled revenues ......................... 71,061 96,989
Materials and supplies, at average cost............ 53,738 56,525
Fuel inventory, at average cost.................... 28,506 35,654
Gas in underground storage, at cost (LIFO)......... 26,917 44,900
Current portion of accumulated deferred income taxes 23,972 19,229
Regulatory assets recoverable within one year (Note 1) 42,762 40,247
Prepaid expenses and other......................... 30,281 35,619
------ ------
Total current assets.............................. 423,432 468,587
------- -------
Deferred charges:
Regulatory assets (Note 1)......................... 307,686 321,797
Unamortized debt expense .......................... 10,766 10,460
Other.............................................. 49,622 48,457
------ ------
Total deferred charges............................ 368,074 380,714
------- -------
$4,333,606 $4,354,295
========== ==========
The accompanying notes to consolidated condensed financial statements
are an integral part of these financial statements.
1
<PAGE>
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Thousands of Dollars)
CAPITAL AND LIABILITIES
June 30, December 31,
1996 1995
---- ----
(Unaudited)
Common stock.......................................... $1,022,168 $ 997,106
Retained earnings..................................... 372,401 346,539
------- -------
Total common equity............................... 1,394,569 1,343,645
Preferred stock:
Not subject to mandatory redemption................ 140,008 140,008
Subject to mandatory redemption at par............. 41,289 41,289
Long-term debt........................................ 1,316,847 1,195,553
--------- ---------
2,892,713 2,720,495
--------- ---------
Noncurrent liabilities:
Employees' postretirement benefits other than pensions 52,642 51,704
Employees' postemployment benefits................. 23,500 23,500
Defueling and decommissioning liability (Note 2)... - 23,115
---- ------
Total noncurrent liabilities...................... 76,142 98,319
------ ------
Current liabilities:
Notes payable and commercial paper ................ 225,875 288,050
Long-term debt due within one year................. 24,958 82,836
Preferred stock subject to mandatory redemption
within one year ................................ 2,576 2,576
Accounts payable................................... 130,292 156,109
Dividends payable.................................. 36,613 35,284
Recovered purchased gas and electric energy costs -
net (Note 1) ................................... 58,229 9,508
Customers' deposits................................ 19,077 17,462
Accrued taxes...................................... 30,556 55,393
Accrued interest................................... 31,848 32,071
Current portion of defueling and decommissioning
liability (Note 2) .............................. 21,483 24,055
Other.............................................. 59,480 78,451
------ ------
Total current liabilities......................... 640,987 781,795
------- -------
Deferred credits:
Customers' advances for construction............... 55,006 99,519
Unamortized investment tax credits ................ 110,703 113,184
Accumulated deferred income taxes ................ 526,453 508,143
Other.............................................. 31,602 32,840
------ ------
Total deferred credits............................ 723,764 753,686
Commitments and contingencies (Note 4)................ $4,333,606 $4,354,295
========== ==========
The accompanying notes to consolidated condensed financial statements
are an integral part of these financial statements.
2
<PAGE>
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Thousands of Dollars Except per Share Data)
Three Months Ended
June 30,
1996 1995
Operating revenues:
Electric.......................................... $357,764 $341,516
Gas............................................... 117,395 148,312
Other............................................. 9,628 8,871
----- -----
484,787 498,699
Operating expenses:
Fuel used in generation........................... 44,676 43,935
Purchased power................................... 119,056 117,983
Gas purchased for resale.......................... 72,383 102,164
Other operating expenses.......................... 85,469 86,734
Maintenance....................................... 15,705 16,156
Depreciation and amortization..................... 38,046 35,027
Taxes (other than income taxes)................... 21,288 21,412
Income taxes...................................... 16,313 12,654
------ ------
412,936 436,065
Operating income..................................... 71,851 62,634
Other income and deductions:
Allowance for equity funds used during construction 192 1,107
Miscellaneous income and deductions - net......... (9) 101
-- ---
183 1,208
Interest charges:
Interest on long-term debt........................ 21,714 21,337
Amortization of debt discount and expense less
premium ........................................ 865 806
Other interest.................................... 15,562 14,403
Allowance for borrowed funds used during
construction ................................... (644) (959)
---- ----
37,497 35,587
Net income........................................... 34,537 28,255
Dividend requirements on preferred stock............. 2,971 3,000
----- -----
Earnings available for common stock.................. $ 31,566 $ 25,255
======== ========
Weighted average common shares outstanding (thousands) 63,998 62,846
====== ======
Earnings per weighted average
share of common stock outstanding................. $ 0.49 $ 0.40
========= ========
Dividends per share declared on common stock......... $ 0.525 $ 0.51
========= ========
The accompanying notes to consolidated condensed financial statements
are an integral part of these financial statements.
3
<PAGE>
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Thousands of Dollars Except per Share Data)
Six Months Ended
June 30,
1996 1995
Operating revenues:
Electric.......................................... 727,881 $708,099
Gas............................................... 359,623 392,869
Other............................................. 20,200 18,327
------ ------
1,107,704 1,119,295
Operating expenses:
Fuel used in generation........................... 91,013 91,120
Purchased power................................... 241,491 239,461
Gas purchased for resale.......................... 233,107 270,299
Other operating expenses.......................... 162,115 176,548
Maintenance....................................... 30,077 30,860
Depreciation and amortization..................... 74,908 70,193
Taxes (other than income taxes)................... 43,593 44,503
Income taxes...................................... 57,459 41,988
------ ------
933,763 964,972
Operating income..................................... 173,941 154,323
Other income and deductions:
Allowance for equity funds used during construction 703 1,858
Miscellaneous income and deductions - net......... (2,537) (3,782)
------ ------
(1,834) (1,924)
Interest charges:
Interest on long-term debt........................ 43,782 42,843
Amortization of debt discount and expense less premium 1,842 1,597
Other interest.................................... 29,233 27,711
Allowance for borrowed funds used during construction (1,716) (1,651)
------ ------
73,141 70,500
Net income........................................... 98,966 81,899
Dividend requirements on preferred stock............. 5,943 6,001
----- -----
Earnings available for common stock.................. $ 93,023 $ 75,898
========== ========
Weighted average common shares outstanding (thousands) 63,839 62,680
====== ======
Earnings per weighted average
share of common stock outstanding................. $ 1.46 $ 1.21
========= =========
Dividends per share declared on common stock......... $ 1.05 $ 1.02
========= =========
The accompanying notes to consolidated condensed financial statements
are an integral part of these financial statements.
4
<PAGE>
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Thousands of Dollars)
Six Months Ended
June 30,
1996 1995
---- ----
Operating activities:
Net income........................................ $ 98,966 $ 81,899
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................... 77,292 72,159
Amortization of investment tax credits........... (2,481) (2,487)
Deferred income taxes............................ 20,292 3,179
Allowance for equity funds used during construction (703) (1,858)
Change in accounts receivable.................... (8,456) 24,707
Change in inventories............................ 27,918 18,458
Change in other current assets................... 27,722 54,574
Change in accounts payable....................... (25,817) (40,525)
Change in other current liabilities.............. (7,233) 47,991
Change in deferred amounts....................... (1,627) 710
Change in noncurrent liabilities................. (17,073) (12,596)
Other............................................ 1,392 65
----- --
Net cash provided by operating activities..... 190,192 246,276
------- -------
Investing activities:
Construction expenditures......................... (135,615) (119,605)
Allowance for equity funds used during construction 703 1,858
Proceeds from (cost of) disposition of property,
plant and equipment ........................... 1,574 (11,933)
Purchase of other investments..................... (2,333) (7,283)
Sale of other investments......................... 416 365
--- ---
Net cash used in investing activities......... (135,255) (136,598)
Financing activities:
Proceeds from sale of common stock................ 15,041 13,796
Proceeds from sale of long-term debt.............. 143,221 22,135
Redemption of long-term debt...................... (80,933) (38,149)
Short-term borrowings - net....................... (62,175) (38,500)
Dividends on common stock......................... (65,833) (63,051)
Dividends on preferred stock...................... (5,943) (6,001)
------ ------
Net cash used in financing activities......... (56,622) (109,770)
------- --------
Net decrease in cash and temporary cash
investments ................................ (1,685) (92)
Cash and temporary cash investments at
beginning of period ........................ 14,693 5,883
------ -----
Cash and temporary cash investments at end
of period .................................. $ 13,008 $ 5,791
========= ========
The accompanying notes to consolidated condensed financial statements
are an integral part of these financial statements.
5
<PAGE>
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies
Business, utility operations and regulation
The Company is an operating public utility engaged, together with its
utility subsidiaries, principally in the generation, purchase, transmission,
distribution and sale of electricity and in the purchase, transmission,
distribution, sale and transportation of natural gas. The Company is subject to
the jurisdiction of The Public Utilities Commission of the State of Colorado
("CPUC") with respect to its retail electric and gas operations and the Federal
Energy Regulatory Commission ("FERC") with respect to its wholesale electric
operations and accounting policies and practices. Approximately 90% of the
Company's electric and gas revenues are subject to CPUC jurisdiction. Cheyenne
Light, Fuel and Power Company ("Cheyenne") and WestGas Interstate, Inc. ("WGI")
are subject to the jurisdiction of the Public Service Commission of Wyoming
("WPSC") and the FERC, respectively.
Regulatory assets and liabilities
The Company and its regulated subsidiaries prepare their financial
statements in accordance with the provisions of Statement of Financial
Accounting Standards No. 71 - "Accounting for the Effects of Certain Types of
Regulation" ("SFAS 71"). In general, SFAS 71 recognizes that accounting for rate
regulated enterprises should reflect the relationship of costs and revenues
introduced by rate regulation. As a result, a regulated utility may defer
recognition of a cost (a regulatory asset) or recognize an obligation (a
regulatory liability) if it is probable that, through the ratemaking process,
there will be a corresponding increase or decrease in revenues.
In response to the increasingly competitive environment for utilities, the
regulatory climate also is changing. The Company continues to participate in
regulatory and legislative proceedings which could change or impact current
regulation. However, the Company believes it will continue to be subject to rate
regulation that will allow for the recovery of all of its deferred costs.
Although the Company does not currently anticipate such an event, to the extent
the Company concludes in the future that collection of such revenues (or payment
of liabilities) is no longer probable, through changes in regulation and/or the
Company's competitive position, the Company may be required to recognize as
expense, at a minimum, all deferred costs currently recognized as regulatory
assets on the consolidated condensed balance sheet.
In March 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of" ("SFAS 121"). SFAS
121 imposes stricter criteria for the continued recognition of regulatory assets
on the balance sheet by requiring that such assets be probable of future
recovery at each balance sheet date. The Company adopted this standard on
January 1, 1996, the effective date of the new statement, and such adoption did
not have a material impact on the Company's results of operations, financial
position or cash flows.
6
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
The following regulatory assets are reflected in the Company's
consolidated condensed balance sheets:
June 30, December 31, Recovery
1996 1995 Through
---- ---- -------
(Thousands of Dollars)
Nuclear decommissioning costs (Note 2).... $ 93,771 $ 97,801 2005
Income taxes ............................. 103,893 110,617 2006
Employees' postretirement benefits
other than pensions..................... 51,025 47,600 2013
Early retirement costs.................... 19,936 24,366 1998
Employees' postemployment benefits........ 23,307 23,500 Undetermined
Demand-side management costs.............. 32,477 30,188 2002
Unamortized debt reacquisition costs...... 20,927 21,940 2024
Other..................................... 5,112 6,032 1999
----- -----
Total................................... 350,448 362,044
Classified as current..................... 42,762 40,247
------ ------
Classified as noncurrent.................. $307,686 $321,797
======== ========
Certain costs associated with the Company's Demand Side Management ("DSM")
programs are deferred and recovered in rates over five to seven year periods
through the Demand Side Management Cost Adjustment ("DSMCA"). Non-labor
incremental expenses, carrying costs associated with deferred DSM costs and
incentives associated with approved DSM programs are recovered on an annual
basis.
Costs incurred to reacquire debt prior to scheduled maturity dates are
deferred and amortized over the life of the debt issued to finance the
reacquisition or as approved by the regulator.
Recovered/Recoverable purchased gas and electric energy costs - net
The Company and Cheyenne tariffs contain clauses which allow recovery of
certain purchased gas and electric energy costs in excess of the level of such
costs included in base rates. Currently, these cost adjustment tariffs are
revised periodically, as prescribed by the appropriate regulatory agencies, for
any difference between the total amount collected under the clauses and the
recoverable costs incurred. The cumulative effects are recognized as a current
asset or liability until adjusted by refunds or collections through future
billings to customers. However, if the Merger stipulation and agreement
discussed in Note 4. Commitments and Contingencies - Regulatory Matters is
accepted by the CPUC, the Company's Energy Cost Adjustment ("ECA") will be
modified to allow for a 50/50 sharing (among customers and shareholders) of
certain fuel and energy cost increases or decreases.
Other
Property, plant and equipment includes approximately $18.4 million and
$25.4 million, respectively, for costs associated with the engineering design of
the future Pawnee 2 generating station and certain water rights located in
southeastern Colorado, also obtained for a future generating station. The
Company is earning a return on these investments based on the Company's weighted
average cost of debt and preferred stock in accordance with a CPUC rate order.
Statements of Cash Flows - Non-cash Transactions
Shares of common stock (274,934 in 1996 and 310,546 in 1995), valued at
the market price on date of issuance (approximately $9 million in 1996 and $10
million in 1995), were issued to the Employees' Savings and Stock Ownership Plan
7
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
of Public Service Company of Colorado and Participating Subsidiary Companies.
The estimated issuance values were recognized in other operating expenses during
the respective preceding years. Shares of common stock (6,470 in 1996 and 3,891
in 1995), valued at the market price on the date of issuance ($0.2 million in
1996 and $0.1 million in 1995), were issued to certain executives pursuant to
the applicable provisions of the executive compensation plans. These stock
issuances were non-cash transactions and are not reflected in the consolidated
condensed statements of cash flows.
General
See Note 1. of the Notes to Consolidated Financial Statements in the
Company's 1995 Annual Report on Form 10-K for a summary of the Company's
significant accounting policies.
2. Fort St. Vrain
Overview
In 1989, the Company announced its decision to end nuclear operations at
the Fort St. Vrain Nuclear Generating Station ("Fort St. Vrain") and to proceed
with the defueling and decommissioning of the reactor. While the defueling of
the reactor to the Independent Spent Fuel Storage Facility ("ISFSI") was
completed in June 1992, several issues related to the ultimate storage/disposal
of Fort St. Vrain's spent nuclear fuel remained unresolved. However, as
described below, on February 9, 1996, the Company and the Department of Energy
("DOE") entered into a contract resolving all issues related to this matter.
Additionally, on March 22, 1996, the Company and the decommissioning contractors
engaged to complete such activities, announced the completion of the physical
decommissioning work at the facility with only Nuclear Regulatory Commission
("NRC") site release remaining to be obtained. It is currently expected that
site release activities will be completed in 1996 and that the Company's NRC
Part 50 license will be terminated in early 1997.
Fort St. Vrain is being repowered as a gas fired combined cycle steam
plant consisting of two combustion turbines and two heat recovery steam
generators totaling 471 Mw. The certificate of public convenience and necessity,
which was received in July 1994, provides for the repowering of Fort St. Vrain
in a phased approach as follows: Phase 1A - 130 Mw in 1996, Phase 1B - 102 Mw in
1998 and Phase 2 - 239 Mw in 2000. The repowering of Phase 1A has been completed
and commercial operation commenced on May 1, 1996. The phased repowering allows
the Company flexibility in timing the addition of this generation supply to meet
future load growth.
Defueling
On February 9, 1996, the Company and the DOE entered into an agreement
relating to the disposal of Fort St. Vrain's spent nuclear fuel. As part of this
agreement, the Company has agreed to the following: 1) the DOE assumed title to
the fuel currently stored in the ISFSI, 2) the DOE will assume title to the
ISFSI and will be responsible for the future defueling and decommissioning of
the facility, 3) the DOE agreed to pay the Company $16 million for the
settlement of claims associated with the ISFSI, 4) ISFSI operating and
maintenance costs, including licensing fees and other regulatory costs, will be
the responsibility of the DOE, and 5) the Company provided to the DOE a full and
complete release of claims against the DOE resolving all contractual disputes
related to storage/disposal of Fort St. Vrain spent nuclear fuel.
As a result of the DOE settlement, coupled with a complete review of
expected remaining decommissioning costs and establishment of the anticipated
refund to customers discussed below, pre-tax earnings for the first quarter of
1996 were positively impacted by approximately $16 million. In accordance with
the 1991 CPUC approval to recover certain decommissioning costs described below,
50% of any cash amounts received from the DOE as part of a settlement, net of
costs incurred by the Company, including legal fees, is to be refunded or
credited to customers. While final determination of the amount to be refunded to
customers has not yet been completed, the Company established an $8 million
liability for such refunds.
8
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
Decommissioning
Following the 1991 CPUC approval, effective July 1, 1993 the Company began
collecting from customers decommissioning costs which are expected to total
approximately $124.4 million (plus a 9% carrying cost). Such amount, which is
expected to be collected over a twelve year period, represented the
inflation-adjusted estimated remaining cost of decommissioning activities not
previously recognized as expense at the time of CPUC approval. At June 30, 1996,
approximately $93.8 million of such amount remains to be collected from
customers and, therefore, is reflected as a regulatory asset on the consolidated
condensed balance sheet. The amount recovered from customers each year is
approximately $13.9 million.
As previously noted, on March 22, 1996, the Company and the
decommissioning contractors announced that the physical decommissioning
activities at the facility have been completed and that only NRC site release
remained to be obtained. At June 30, 1996, approximately $328.7 million had been
spent for defueling and decommissioning activities with a remaining $21.5
million defueling and decommissioning liability reflected on the consolidated
condensed balance sheet. The Company believes this remaining decommissioning
liability is adequate to complete all final decommissioning activities.
Funding
Under NRC regulations, the Company is required to make filings with, and
obtain the approval of, the NRC regarding certain aspects of the Company's
decommissioning proposals, including funding. On January 27, 1992, the NRC
accepted the Company's funding aspects of the decommissioning plan. The Company
has also obtained an unsecured irrevocable letter of credit totaling $125
million that meets the NRC's stipulated funding guidelines including those
proposed on August 21, 1991 that address decommissioning funding requirements
for nuclear power reactors that have been prematurely shut down. In accordance
with the NRC funding guidelines, the Company is allowed to reduce the balance of
the letter of credit based upon milestone payments made under the fixed-price
decommissioning contract. As a result of such payments, at June 30, 1996, the
letter of credit had been reduced to $34 million.
Nuclear Insurance
During commercial operation and defueling, the Company participated in a
federally mandated program to provide funding in the event public liability
claims arose from a nuclear incident which exceeded available commercial
insurance capacity. Under the requirements of the Price-Anderson Act, the
Company remains subject to potential assessments of up to $79 million per
incident, in amounts not to exceed $10 million per incident per year. The
Company was granted an NRC waiver from participation in this program on February
17, 1994 and, therefore, remains subject to assessments levied in response to
incidents prior to such date. The Company continues to maintain primary
commercial nuclear liability insurance of $100 million for the Fort St. Vrain
site and the adjoining ISFSI.
On June 7, 1995, the NRC granted the Company an exemption from the
requirement to purchase nuclear property damage and decontamination coverage
following an environmental assessment and finding of no significant impact. The
Company maintains coverage of $10 million to provide property damage and
decontamination protection in the event of an accident involving the ISFSI.
3. Merger
On August 22, 1995, the Company, Southwestern Public Service Company
("SPS"), a New Mexico corporation, and New Century Energies, Inc. ("NCE"), a
newly formed Delaware corporation, entered into an Agreement and Plan of
9
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
Reorganization ("Merger Agreement") providing for a business combination as peer
firms involving the Company and SPS in a "merger of equals" transaction (the
"Merger"). Based on outstanding common stock of the Company and SPS at June 30,
1996, the Merger would result in the common shareholders of the Company owning
62% of the common equity of NCE and the common shareholders of SPS owning 38% of
the common equity of NCE. In January 1996, NCE filed its application with the
Securities and Exchange Commission ("SEC") to be a registered public utility
holding company and the parent company for the Company and SPS.
The shareholders of the Company and SPS approved the Merger Agreement on
January 31, 1996. Additionally, the Merger is subject to customary closing
conditions, including 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 as well as the approval of the FERC, the NRC, the SEC, the Federal Trade
Commission and the U.S. Department of Justice. The required authorizations from
the WPSC, the Kansas Corporation Commission and the NRC have been obtained.
During June and July 1996, hearings were held in Colorado, Texas and New Mexico,
although final decisions have not been received. See Note 4. Commitments and
Contingencies - Regulatory Matters. The FERC has set hearings regarding the
proposed Merger for September 25, 1996 and directed an initial decision to be
issued by January 31, 1997. The Company is pursuing settlement discussions which
may accelerate obtaining FERC approval of the Merger. The Company expects that
the SEC will make its ruling on the Merger within 30-60 days following the FERC
decision. While timing of the effective date of the Merger is primarily
dependent on the regulatory process, it is currently expected that the Merger
will be completed no later than the spring of 1997.
A transition management team, consisting of executives from each company,
is working toward the common goal of creating one company with integrated
operations to achieve a more efficient and economic utilization of facilities
and resources. It is management's intention that the consolidated company begin
realizing certain savings upon the consummation of the Merger and, accordingly,
costs associated with the Merger and the transition planning and implementation
are expected to negatively impact earnings during 1996 and 1997. During the
first half of 1996, the Company recognized approximately $4.2 million of costs
associated with the Merger. The Merger is expected to qualify as a tax-free
reorganization and as a pooling of interests for accounting purposes.
The Company recognizes that the divestiture of its existing gas business
or certain non-utility ventures is a possibility under the new registered
holding company structure, but is seeking approval from the SEC to maintain
these businesses. If divestiture is ultimately required, the SEC has
historically allowed companies sufficient time to accomplish divestitures in a
manner that protects shareholder value. Additionally, in the event that
divestiture of the gas business is required, the Company intends to pursue an
alternative corporate organizational structure designed to permit retention of
the gas business.
4. Commitments and Contingencies
Regulatory Matters
1995 Merger Rate Filings
In connection with the Merger with SPS, in November 1995 the Company filed
comprehensive proposals with the CPUC, the WPSC and the FERC to obtain approval
of such Merger and the associated comprehensive proposals from such regulatory
agencies.
Hearings were held in Colorado in July 1996 and in an effort to settle the
significant issues raised by several parties, the Company, the CPUC Staff, the
Colorado Office of Consumer Counsel ("OCC") and substantially all other parties
entered into a stipulation and agreement. The agreement establishes a five year
performance based regulatory plan and acknowledges that the Merger is in the
public interest. The major provisions of this agreement include:
10
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
- a $6 million electric rate reduction effective October 1, 1996; followed
by an additional $12 million electric rate reduction effective with the
implementation of new gas rates resulting from the recently filed general
gas rate case, or June 1, 1997, whichever is earlier,
- an annual electric department earnings test with the sharing of earnings
in excess of an 11% return on equity for the calendar years 1997-2001 as
follows:
Electric Department Sharing of Excess Earnings
Return on Equity Customers Company
---------------- --------- -------
11-12% 65% 35%
12-14% 50% 50%
14-15% 35% 65%
over 15% 100% 0%
- the termination of the Qualifying Facilities Capacity Cost Adjustment
("QFCCA") earnings test which was to become effective on October 1, 1996;
- a freeze in base electric rates for the period through December 31, 2001
with the flexibility to make certain other rate changes, including those
necessary to allow for the recovery of DSM, Qualifying Facility ("QF") and
decommissioning costs;
- a modification to the Company's ECA to allow for a 50/50 sharing of
certain fuel and energy cost increases or decreases among customers and
shareholders; and
- the implementation of a Quality of Service Plan ("QSP") which provides
for penalties totaling up to $5 million in year one and increasing to $11
million in year five, if the Company does not achieve certain performance
measures relating to electric reliability, customer complaints and
telephone response to inquiries.
The rate reductions, the earnings sharing, the QSP and the modification to the
ECA will remain in effect even if the Merger is not consummated. The freeze in
base electric rates does not prohibit the Company from filing a general rate
case or deny any party the opportunity to initiate a complaint or show cause
proceeding. A final decision by the CPUC is expected by the end of the third
quarter 1996.
Approval of the Merger was received from the WPSC on May 30, 1996 and a
written order is expected shortly. On June 26, 1996, the FERC announced an
expedited schedule with hearings to begin in late September and an initial
decision to be issued by January 31, 1997. Two issues were set for hearing which
are related to hold harmless provisions and competition issues. Separately, in
early 1996, the FERC issued a Notice of Inquiry in which it requested comments
on whether it should revise its criteria and policies for evaluating utility
mergers in light of the fundamental changes in the electric industry and the
regulation of the industry. The Company submitted comments to such proceeding,
which were due on May 7, 1996. The FERC Order indicated that the Merger will be
subject to any additional criteria or changes in policy as a result of this
Notice of Inquiry.
Electric and Gas Cost Adjustment Mechanisms
The Company's QFCCA allows for the recovery of purchased capacity costs
from new QF projects not reflected in base rates. In January 1996, the CPUC
issued a final decision which required the following: 1) an earnings test be
implemented with a 50/50 sharing between the ratepayers and shareholders of
earnings in excess of 11%, the Company's authorized rate of return on regulated
common equity; 2) the calculation will be based on the Company's electric
department earnings only; and 3) implementation will be on a prospective basis
effective October 1, 1996, utilizing a test period for the prior twelve months
ended June 30, 1996, unless superseded by a CPUC decision prior to the effective
date. The stipulation and agreement discussed above, if approved by the CPUC,
will result in the termination of the QFCCA earnings test before implementation.
11
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
During 1994 and 1995, the CPUC conducted several proceedings to review
issues related to the ECA. The CPUC opened a docket to review whether the ECA
should be maintained in its present form, altered or eliminated, and on January
8, 1996, combined this docket with the merger docket discussed above.
The CPUC approved the recovery of certain energy efficiency credits from
retail jurisdiction customers through the DSMCA in June 1994. In December 1994,
the OCC filed an appeal of the CPUC's decision in the District Court in and for
the City and County of Denver ("Denver District Court"). The Denver District
Court approved the collection of these credits in June 1995, subject to refund.
Accordingly, effective July 1, 1995, the Company began collection of the
December 31, 1994 balance of unbilled revenue related to these credits. To date,
the Company has recognized approximately $11.0 million of revenue related to
these credits ($4.4 million unbilled). On April 9, 1996, the Denver District
Court issued an order affirming the CPUC's decision, however, the OCC has
appealed this issue to the Colorado Supreme Court. The Company believes the
CPUC's decision will be upheld. The Colorado Supreme Court will address this
issue in late 1996 or early 1997.
Rate Cases
In November 1993, the CPUC issued a final written decision regarding the
Company's 1993 rate case, lowering the Company's annual base rate revenue
requirement by approximately $5.2 million. The Phase II proceedings related to
this rate case addressed cost allocation issues and specific rate changes for
the various customer classes based on the results of the Phase I decision. The
CPUC approved a settlement agreement related to gas rates and the new gas rates
were implemented effective October 1, 1995. A final decision on rehearing,
reargument and reconsideration for the Phase II proceedings related to electric
rates was issued in February 1996 and new rates became effective in early May
1996.
On June 5, 1996, the Company filed a retail rate case with the CPUC
requesting an annual increase in its jurisdictional gas department revenues of
approximately $34 million, with new rates expected to become effective in early
1997. Hearings have been scheduled for December 1996.
The Company filed a rate case with the FERC on December 29, 1995,
requesting a slight overall rate increase (less than 1%) from its wholesale
electric customers. This filing, among other things, requested approval for
recovery of Other Postretirement Employee Benefits ("OPEB") costs under
Statement of Financial Accounting Standards No. 106 - "Employers' Accounting for
Postretirement Benefits Other Than Pensions", postemployment benefit costs under
Statement of Financial Accounting Standards No. 112 - "Employers' Accounting for
Postemployment Benefits" and new depreciation rates based on the Company's most
recent depreciation study. On March 29, 1996, the FERC issued an order accepting
for filing and suspending certain proposed rate changes. Hearings are currently
scheduled for October 1996.
Federal Energy Regulatory Commission
On April 24, 1996, the FERC issued Order No. 888, Order No. 889 and a
Notice of Proposed Rulemaking ("NOPR"). Order No. 888 requires jurisdictional
utilities owning, controlling, or operating transmission facilities to file
non-discriminatory open-access tariffs that satisfy the comparability standard--
i.e., that offer transmission services consistent with what is provided for in
their own operations. The FERC required that all such utilities file the single
pro forma tariff (combined network and point-to-point tariff) by July 9, 1996.
The FERC is requiring that utilities use the pro forma tariff for new
requirements services and, after year-end, for new economy transactions under
existing coordination agreements. Order No. 888 also requires that power pools,
including the Inland Power Pool of which the Company is a member, file an
open-access tariff for pool transactions.
Order No. 888 also provides for the recovery of legitimate, prudent, and
verifiable stranded investment costs incurred when existing wholesale
requirements customers and retail customers leave utilities' generation systems
12
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
through FERC jurisdictional open-access tariffs and obtain their electric power
from other energy suppliers. The FERC will permit utilities to seek extra
contractual recovery of stranded costs associated with wholesale requirements
contracts executed prior to July 11, 1994. The FERC is to be the primary forum
for utilities seeking to recover stranded costs arising where retail customers
become wholesale transmission customers of a utility. In addition, the FERC will
allow utilities to seek to recover stranded costs resulting from retail
wheeling, but only in circumstances where a state regulator does not have the
authority to address retail stranded costs at the time when retail wheeling is
required.
In Order No. 888, the FERC determined not to allow for the general
abrogation of existing requirements contracts, but stated that it would permit
customers and utilities to seek modification of certain contracts on a
case-by-case basis, and subject to appropriate stranded cost recovery.
Order No. 889 requires utilities to implement standards of conduct and an
Open Access Same-time Information System ("OASIS"). The intent of the rule is to
ensure that owners of transmission facilities, including the Company and its
affiliates, do not have an unfair competitive advantage in using transmission
facilities to market their power. Order No. 889 requires the marketing area of a
utility to obtain information about their transmission system for their own
wholesale power transactions from the utility's OASIS in the same way as their
competition does, and that utilities completely separate their wholesale power
marketing and transmission operations functions.
Simultaneously with its issuance of Order Nos. 888 and 889, the FERC
issued a NOPR on Capacity Reservation Open Access Transmission Tariffs. This
proposed rule specifies filing requirements to be followed by public utilities
in making transmission tariff filings based on capacity reservations for all
transmission users. If adopted, the capacity reservation open access tariff
would replace the pro forma tariff implemented in Order No. 888.
On March 29, 1996, following several filings during 1995 and early 1996,
the FERC accepted the transmission tariffs filed by the Company and Cheyenne.
The terms and conditions were subject to any changes required by Order No. 888
and the rates subject to the outcome of a separate rate proceeding. In the same
order, the FERC accepted the request of e prime, a non-regulated subsidiary, for
authorization to act as a power marketer, subject to certain conditions. On
April 8, 1996, the Company and Cheyenne filed an Offer of Settlement in the rate
proceeding, which is currently pending. On April 15, 1996, e prime filed a
compliance filing and a request for rehearing on one of the conditions approved
by the FERC in its order authorizing e prime to act as a marketer. The FERC
accepted the compliance filing and the request for rehearing is still pending.
As required by Order No. 888, the Company filed a compliance tariff on
behalf of itself and Cheyenne on July 9, 1996. The Company is also taking
other necessary measures to insure timely compliance with the various other
requirements of Order Nos. 888 and 889.
Environmental Issues
Environmental Site Cleanup
As described below, the Company has been or is currently involved with the
clean-up of contamination from certain hazardous substances. In all situations,
the Company is pursuing or intends to pursue insurance claims and believes it
will recover some portion of these costs through such claims. Additionally,
where applicable, the Company intends to pursue recovery from other potentially
responsible parties. To the extent such costs are not recovered, the Company
currently believes it is probable that such costs will be recovered through the
rate regulatory process. To the extent any costs are not recovered through the
options listed above, the Company would be required to recognize an expense for
such unrecoverable amounts.
Under the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA"), the U.S. Environmental Protection Agency ("EPA") has identified,
and a Phase II environmental assessment has revealed, low level, widespread
13
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
contamination from hazardous substances at the Barter Metals Company properties
located in central Denver. For an estimated 30 years, the Company sold scrap
metal and electrical equipment to Barter for reprocessing. The Company has
completed the cleanup of this site at a cost of approximately $9 million. On
January 3, 1996, in a lawsuit by the Company against its insurance providers,
the Denver District Court entered final judgment in favor of the Company in the
amount of $5.6 million for certain cleanup costs at Barter. Several appeals and
cross appeals have been filed by one of the insurance providers and the Company
in the Colorado Court of Appeals. The insurance provider has posted supersedeas
bonds in the amount of $9.7 million ($7.7 million attributable to the Barter
judgment). Previously, the Company had received certain insurance settlement
proceeds from other insurance providers for Barter and other contaminated sites
and a portion of those funds remains to be allocated to this site by the trial
court. In addition, the Company expects to recoup additional expenditures by
sale of the Barter property and from other potentially responsible parties.
Polychlorinated biphenyl ("PCB") presence was identified in the basement
of an historic office building located in downtown Denver. The Company was
negotiating the future cleanup with the current owners; however, on October 5,
1993, the owners filed a civil action against the Company in the Denver District
Court. The action alleged that the Company was responsible for the PCB releases
and additionally claimed other damages in unspecified amounts. On August 8,
1994, the Denver District Court entered a judgment approving a $5.3 million
offer of settlement between the Company and the building owners resolving all
claims between the Company and the building owners. In December 1995, complaints
were filed by the Company against all applicable insurance carriers in the
Denver District Court.
The Ramp Industries disposal facility, located in Denver, Colorado has
been designated by the EPA as a Superfund hazardous waste site pursuant to
CERCLA and, on November 29, 1995, the Company received from the EPA a Notice of
Potential Liability and Request for Information related to such site. The EPA is
conducting an investigation of the contamination at this site and is in the
process of identifying the nature and quantities of hazardous wastes delivered
to, processed and currently stored at the site by Potentially Responsible
Parties. The Company has responded to the EPA's request. The estimated cost to
investigate and remediate site contamination is not available as the EPA is in
the initial stages of its investigation. At this time, the Company cannot
estimate the amount, if any, of its potential liability related to this matter.
In addition to these sites, the Company has identified several sites where
cleanup of hazardous substances may be required. While potential liability and
settlement costs are still under investigation and negotiation, the Company
believes that the resolution of these matters will not have a material effect on
its financial position, results of operations or cash flows. The Company fully
intends to pursue the recovery of all significant costs incurred for such
projects through insurance claims and/or the rate regulatory process.
Environmental Matters Related to Air Quality and Pollution Control
Under the Clean Air Act Amendments of 1990, coal burning power plants are
required to reduce sulfur dioxide ("SO2") and nitrogen oxide ("NOx") emissions
to specified levels through a phased approach. The Company is currently meeting
Phase I emission standards placed on SO2 through the use of low sulfur coal and
the operation of pollution control equipment on certain generation facilities.
The Company will be required to modify certain boilers by the year 2000 to
reduce NOx emissions in order to comply with Phase II requirements. The
estimated costs for future plant modifications total approximately $51.4
million. The Company is studying its options to reduce SO2 emissions and
currently does not anticipate that these regulations will significantly impact
its operations.
The Company believes that, consistent with historical regulatory
treatment, any costs for pollution control equipment to comply with pollution
control regulations would be recovered from its customers. However, no assurance
can be given that this practice will continue in the future.
14
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
Hayden Steam Electric Generating Station
In April 1992, the Company acquired interests in the two generating units
at the Hayden Steam Electric Generating Station located near Hayden, Colorado.
The Company currently is the operator of the Hayden station and owns an
undivided interest in each of the two generating units at the station which in
total average approximately 53%.
On August 18, 1993, a conservation organization filed a complaint in the
U.S. District Court for the District of Colorado ("U.S. District Court")
pursuant to Section 304 of the Federal Clean Air Act, against the Company and
the other joint owners of the Hayden station. The plaintiff alleged that: 1) the
station exceeded the 20% opacity limitations in excess of 19,000 six minute
intervals during the period extending from the last quarter of 1988 through
mid-1993 based on the data and reports obtained from the station's continuous
opacity monitors ("COMs"), which measure average emission stream opacity in six
minute intervals on a continuous basis, 2) the station was operated for over two
weeks in late 1992 without a functioning electrostatic precipitator which
constituted a modification of the station without the requisite permit from the
Colorado Department of Public Health and Environment ("CDPHE"), and 3) the
owners failed to operate the station in a manner consistent with good air
pollution control practices. The complaint sought, among other things, civil
monetary penalties and injunctive relief. The joint owners of the station
contested all of these claims and contended that there were no violations of the
opacity limitation.
Discovery was completed and oral arguments on summary judgment motions
were heard in mid-May 1995. On July 21, 1995, the U.S. District Court entered
partial summary judgment on liability issues in favor of the plaintiff in
regards to the claims described in items 1) and 3) above and denied the
plaintiff's motion in regards to the claims described in item 2) above. On July
31, 1995, the joint owners filed a petition for an interlocutory appeal with the
10th Circuit Court of Appeals. On August 21, 1995, the joint owners' petition
for permission to appeal was denied. Subsequent to the denial of the joint
owners' petition, the U.S. District Court dismissed the plaintiff's claims
described in item 2) above.
Additionally, the Company had received and responded to a request from the
EPA for information related to the plant and, on January 18, 1996, the EPA
issued a notice of violation stating that the plant had exceeded the 20% opacity
limitations in excess of 10,000 additional six-minute intervals during the
period extending from mid-1993 to mid-1995.
On May 21, 1996, the Company and the other joint owners of the Hayden
station reached an agreement in principle with the conservation organization,
the CDPHE and the EPA which provides for a complete and final release of all
civil claims for the violations alleged in the complaints filed by the
conservation organization, the EPA and the CDPHE through the date of the
agreement and further addresses future environmental compliance requirements and
issues. The primary provisions of the agreement include: 1) the installation of
pollution control equipment on both generating units to reduce future
particulate (opacity), SO2 and NOx emissions to be completed by December 31,
1998 and December 31, 1999 or conversion of the facility to natural gas as a
primary fuel supply, 2) a payment of $2 million to be paid to the U. S.
Treasury, 3) a contribution of $2 million to a "Land Trust Fund" to be used for
the purchase of land and/or conservation easements in the Yampa Valley to
protect and enhance the air quality in the region, 4) a contribution of $250,000
to be used for the conversion of vehicles and/or wood burning appliances to
natural gas in the Yampa Valley, and 5) stipulated future penalties for failure
to comply with the terms of the agreement, including specific provisions related
to meeting construction deadlines associated with the installation of additional
pollution control equipment and complying with particulate, SO2 and NOx
emissions limitations. Additionally, the joint owners have agreed that these
limitations will be determined using data from the continuous emissions monitors
installed on each generating unit. The Company is responsible for approximately
53% of the costs described above in items 2 - 4 and, in anticipation of such
settlement, the Company made provision for such amounts in the first quarter of
1996.
The joint owners have begun planning efforts for the installation of
additional pollution control equipment and have up to six months from the date
of the agreement to decide whether to pursue conversion of the Hayden station's
primary fuel source from coal to natural gas. Assuming coal remains the primary
fuel source, the joint owners estimate that the cost of installing pollution
control equipment capable of reducing the emissions to the levels required under
15
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Continued)
the agreement, consisting of fabric filter dust collectors, lime spray dryers
and low NOx burners on both units, is approximately $130 million, with the
Company's portion totaling approximately $70 million. At December 31, 1995, the
Company included approximately $46 million in its five year construction
estimates for certain additional pollution control equipment at the Hayden
station. While the alternative of natural gas as a primary fuel source would
eliminate the need for certain additional pollution control equipment, it would
require the construction of a natural gas pipeline to the generating facility as
well as certain boiler changes. In general, assuming natural gas is the primary
fuel source, the initial capital investment in additional pollution control
equipment may be less; however, it is expected that the on-going cost of
operating the facility would be higher.
Valmont Steam Electric Generating Station
On July 1, 1996, the Company received a Notice of Violation ("NOV") from
the CDPHE which alleges excess SO2 emissions at the Valmont Steam Electric
Generating Station for the period January 1, 1995 through August 22, 1995. The
Company has responded to the NOV and believes that the amount of penalties, if
any, that may result from such alleged violations would not have a material
impact on the Company's results of operations, financial position or cash flows.
Employee Litigation
Several employee lawsuits have been filed against the Company involving
alleged sexual/age/race/disability discrimination and breach of alleged
employment contracts.
On July 19, 1996, a class action complaint was filed by fourteen
plaintiffs allegedly on behalf of all non-managerial, non-clerical women in the
Company's regional facilities. The complaint asserts that the Company has
engaged in company-wide sexual discrimination and sexual harassment, including
retaliation. A previous class complaint filed by some of these plaintiffs along
with other named plaintiffs, was withdrawn after the Company filed its response.
It is too early to predict the outcome of the class action complaint. The
Company intends to actively contest the class action and all other employee
lawsuits and believes the ultimate outcome of the individual plaintiffs' cases
will not have a material impact on the Company's results of operations,
financial position or cash flows.
Certain named employees terminated as part of the Company's 1991/1992
organizational analysis asserted breach of contract and promissory estoppel with
respect to job security and breach of the covenant of good faith and fair
dealing. Of the 21 actions filed, the trial court directed verdicts in favor of
the Company in 19 cases. Two cases went to a jury, which entered verdicts
adverse to the Company. All 21 decisions are currently on appeal, but the
Company believes its liability, if any, will not have a material impact on the
Company's results of operations, financial position or cash flows.
Union Contracts
In early December 1995, the Company's contracts with the International
Brotherhood of Electrical Workers, Local 111 (IBEW Local 111) expired.
Approximately 2,150 employees, or 45% of the Company's total workforce, are
represented by IBEW Local 111. Previously, an arbitrator had rejected the
Company's attempt to cancel the contract. The parties were unable to reach
agreement on the contract issues reopened through the negotiation process and,
as a result, entered into binding arbitration on March 20, 1996, as required
under the provisions of the contracts. On June 4, 1996, the arbitrator ruled
that the Operations, Production and Maintenance (OP&M) collective bargaining
agreement with the Union would continue until May 31, 1997 and that the
employees covered by the agreement would receive a wage increase of 3.5%
retroactive to December 1995. Such amount has been previously accrued.
Subsequent to the arbitrator's decision on the OP&M agreement, the Company
and the IBEW Local 111 came to an agreement on the Meter Reader, Order Reader
and Field Credit Representative contract with a contract term and a wage
increase consistent with the OP&M agreement. In addition, IBEW Local 111 has
filed several grievances relating to the employment of certain non-union
personnel to perform services for the Company. A decision has been entered on
16
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Concluded)
one of the multiple grievances, requiring that the Company pay union wage rates
on a new construction job performed by an outside vendor.
On June 21, 1996, the National Labor Relations Board ordered the Company
to reinstate 150 union employees laid off or moved to other positions in the
1994 restructuring. The Company was ordered to make whole, with interest, any
net loss of earnings or other benefits since the layoff. The Company is
currently in the process of estimating the additional costs associated with this
order which is not expected to have a material impact on the Company's results
of operations, financial position or cash flows.
5. Divestiture of Nonutility Assets
Since 1993, the Company has been pursuing the divestiture of all
properties owned by Fuel Resources Development Co. (Fuelco), a wholly-owned
subsidiary which was primarily involved in the exploration and production of oil
and natural gas. On July 1, 1996, Fuelco sold its last remaining properties, the
San Juan Coal Bed Methane properties, at approximately book value.
6. Management's Representations
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements include all adjustments necessary for the fair
presentation of the financial position of the Company and its subsidiaries at
June 30, 1996 and December 31, 1995, and the results of operations for the three
and six months ended June 30, 1996 and 1995 and cash flows for the six months
ended June 30, 1996 and 1995. The consolidated condensed financial information
and notes thereto should be read in conjunction with the consolidated financial
statements and notes for the years ended December 31, 1995, 1994 and 1993
included in the Company's 1995 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
Because of seasonal and other factors, the results of operations for the
three and six month periods ended June 30, 1996 should not be taken as an
indication of earnings for all or any part of the balance of the year.
17
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
PUBLIC SERVICE COMPANY OF COLORADO
We have reviewed the accompanying consolidated condensed balance sheet of Public
Service Company of Colorado (a Colorado corporation) and subsidiaries as of June
30, 1996, and the related consolidated condensed statements of income for the
three and six month periods ended June 30, 1996 and 1995 and the consolidated
condensed statements of cash flows for the six month periods ended June 30, 1996
and 1995. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Public Service Company of Colorado
and subsidiaries as of December 31, 1995 (not presented herein), and, in our
report dated February 15, 1996, we expressed an unqualified opinion on that
statement. In our opinion, the information set forth in the accompanying
consolidated condensed balance sheet as of December 31, 1995, is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.
ARTHUR ANDERSEN LLP
Denver, Colorado,
August 6, 1996
18
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended June 30, 1996 Compared to the Three Months Ended June 30,
1995
Earnings
Earnings per share were $0.49 for the second quarter of 1996 as compared
to $0.40 for the second quarter of 1995. The higher earnings were primarily
attributable to increased electric margin (electric revenues less energy costs)
due to higher retail electric kwh sales and lower operating and maintenance
expenses resulting from lower labor and employee benefit costs and other general
cost reductions, reflecting the Company's commitment to cost containment.
Electric Operations
The following table details the change in electric operating revenues and
energy costs for the second quarter of 1996 as compared to the same period in
1995.
Increase (Decrease)
-------------------
(Thousands of Dollars)
Electric operating revenues:
Retail............................................... $16,136
Wholesale............................................ (1,242)
Other (including unbilled revenues).................. 1,354
-----
Total revenues...................................... 16,248
Fuel used in generation............................... 741
Purchased power....................................... 1,073
-----
Net increase in electric margin..................... $14,434
=======
The following table compares electric Kwh sales by major customer classes
for the second quarter of 1996 and 1995.
Millions of Kwh Sales
---------------------
1996 1995 %Change *
---- ---- ---------
Residential ............................... 1,504 1,455 3.4%
Commercial and Industrial ................ 3,837 3,585 7.0
Public Authority .......................... 43 40 6.7
----- -----
Total Retail............................. 5,384 5,080 6.0
Wholesale.................................. 637 683 (6.7)
----- -----
Total.................................... 6,021 5,763 4.5
===== =====
* Percentages are calculated using unrounded amounts
Electric operating revenues increased in the second quarter of 1996, when
compared to the second quarter of 1995, primarily due to higher electric Kwh
retail sales resulting from customer growth.
The Company and Cheyenne currently have cost adjustment mechanisms which
recognize the majority of the effects of changes in fuel used in generation and
purchased power costs and allow recovery of such costs on a timely basis. As a
result, the changes in revenues associated with these mechanisms during the
second quarters of 1996 and 1995 had little impact on net income. However, as
discussed in Note 4. Commitments and Contingencies - Regulatory Matters in Item
1. FINANCIAL STATEMENTS, as part of a stipulation and agreement among the
Company, the CPUC Staff, the OCC and other parties, which is subject to approval
of the CPUC, effective October 1, 1996, the ECA will be modified to allow for a
50/50 sharing among the Company and customers of certain fuel and energy cost
increases or decreases.
19
<PAGE>
Fuel used in generation expense increased approximately $741,000 or 1.7%
during the second quarter of 1996, as compared to the same quarter in 1995, due
to increased generation levels at the Company's power plants in the second
quarter of 1996.
In conjunction with the increase in fuel used in generation expense,
purchased power expense also increased approximately $1.1 million or 0.9% in the
second quarter of 1996, as compared to the same period in 1995, primarily due to
an increase in economy purchases from other utilities to meet customer demand.
Gas Operations
The following table details the change in gas operating revenues and gas
purchased for resale for the second quarter of 1996 as compared to the same
period in 1995.
Increase (Decrease)
-------------------
(Thousands of Dollars)
Gas operating revenues................................ $(30,917)
Less: gathering, processing and transportation revenues 872
---
Revenues from gas sales.............................. (31,789)
Gas purchased for resale.............................. (29,781)
-------
Net decrease in gas sales margin..................... $(2,008)
=======
The following table compares gas Mcf deliveries by major customer classes
for the second quarter of 1996 and 1995.
Millions of Mcf Deliveries
--------------------------
1996 1995 % Change *
---- ---- ----------
Residential................................ 22.0 23.9 (8.2%)
Commercial, Industrial and Resale.......... 14.3 14.6 (2.0)
---- ----
Total Sales.............................. 36.3 38.5 (5.8)
Gathering and Processing................... 0.4 0.3 35.3
Transportation............................. 28.4 24.5 15.9
---- ----
Total.................................... 65.1 63.3 2.8
==== ====
* Percentages are calculated using unrounded amounts
Gas sales margin decreased in the second quarter of 1996, when compared to
the second quarter of 1995, primarily due to lower retail gas sales resulting
from warmer weather in the second quarter of 1996 The weather was unusually cold
during the second quarter of 1995, which served to increase the level of gas
(Mcf) sales during that period.
The Company and Cheyenne have in place GCA mechanisms for natural gas
sales, which recognize the majority of the effects of changes in the cost of gas
purchased for resale and adjust revenues to reflect such changes in cost on a
timely basis. As a result, the changes in revenues associated with these
mechanisms during the second quarters of 1996 and 1995 had little impact on net
income.
The fluctuations in gas sales impact the amount of gas the Company
purchases and, therefore, affect total gas purchased for resale along with
increases and decreases in the per-unit cost of gas. The $29.8 million decrease
in gas purchased for resale for the second quarter of 1996, as compared to the
second quarter of 1995, is primarily due to lower gas sales and a lower per unit
cost of gas.
Non-Fuel Operating Expenses
Depreciation and amortization expense increased approximately $3.0 million
or 8.6% in the second quarter of 1996, as compared to the same period in 1995,
primarily due to the depreciation of property additions.
20
<PAGE>
The increase in income taxes for the second quarter of 1996, as compared
to the same period in 1995, is primarily due to higher pre-tax income.
Interest expense increased approximately $1.9 million or 5.4% primarily
due to interest on overrecovered electric and gas costs and additional policy
loans.
Six Months Ended June 30, 1996 Compared to the Six Months Ended June 30, 1995
Earnings
Earnings per share were $1.46 for the first six months of 1996 as compared
to $1.21 for the first six months of 1995. The higher earnings were primarily
attributable to increased electric and gas margins due to higher retail sales
and lower operating and maintenance expenses which include the favorable impact
of the February 9, 1996 settlement agreement with the DOE resolving all spent
nuclear fuel storage and disposal issues at Fort St. Vrain (see Note 2. Fort St.
Vrain in Item 1. FINANCIAL STATEMENTS).
Electric Operations
The following table details the change in electric operating revenues and
energy costs for the first six months of 1996 as compared to the same period in
1995.
Increase (Decrease)
-------------------
(Thousands of Dollars)
Electric operating revenues:
Retail............................................... $28,032
Wholesale............................................ (1,775)
Other (including unbilled revenues).................. (6,475)
------
Total revenues...................................... 19,782
Fuel used in generation............................... (107)
Purchased power....................................... 2,030
-----
Net increase in electric margin..................... $17,859
=======
The following table compares electric Kwh sales by major customer classes
for the first six months of 1996 and 1995.
Millions of Kwh Sales
---------------------
1996 1995 % Change *
---- ---- ----------
Residential ............................... 3,337 3,183 4.8%
Commercial and Industrial.................. 7,613 7,275 4.6
Public Authority .......................... 94 88 6.4
-- --
Total Retail............................. 11,044 10,546 4.7
Wholesale.................................. 1,428 1,477 (3.3)
----- -----
Total.................................... 12,472 12,023 3.7
====== ======
* Percentages are calculated using unrounded amounts
Electric operating revenues increased in the first six months of 1996,
when compared to the first six months of 1995, primarily due to higher electric
Kwh retail sales resulting from customer growth offset, in part, by lower
unbilled revenues ($6.4 million). Electric customer growth has averaged
approximately 2% since December 31, 1995.
The Company and Cheyenne currently have cost adjustment mechanisms which
recognize the majority of the effects of changes in fuel used in generation and
purchased power costs and allow recovery of such costs on a timely basis. As a
result, the changes in revenues associated with these mechanisms during the
21
<PAGE>
first six months of 1996 and 1995 had little impact on net income. However, as
discussed in Note 4. Commitments and Contingencies - Regulatory Matters in Item
1. FINANCIAL STATEMENTS, as part of a stipulation and agreement among the
Company, the CPUC Staff, the OCC and other parties, which is subject to approval
of the CPUC, effective October 1, 1996, the ECA will be modified to allow for a
50/50 sharing among the Company and customers of certain fuel and energy cost
increases or decreases.
While fuel used in generation expense remained relatively constant, when
comparing the two periods, purchased power expense increased approximately $2.0
million or 0.8% during the first six months of 1996 as compared to the same
period in 1995, primarily due to an increase in economy purchases from other
utilities to meet a higher level of customer demand.
Gas Operations
The following table details the change in gas operating revenues and gas
purchased for resale for the first six months of 1996 as compared to the same
period in 1995.
Increase (Decrease)
-------------------
(Thousands of Dollars)
Gas operating revenues................................ $(33,246)
Less: gathering, processing and transportation revenues 903
---
Revenues from gas sales.............................. (34,149)
Gas purchased for resale.............................. (37,192)
-------
Net increase in gas sales margin..................... $ 3,043
========
The following table compares gas Mcf deliveries by major customer classes
for the first six months of 1996 and 1995.
Millions of Mcf Deliveries
--------------------------
1996 1995 % Change *
---- ---- ----------
Residential................................ 68.2 64.7 5.5%
Commercial, Industrial and Resale.......... 41.5 38.1 8.8
---- ----
Total Sales.............................. 109.7 102.8 6.7
Gathering and Processing................... 0.7 0.8 (10.5)
Transportation............................. 53.9 48.7 10.6
---- ----
Total.................................... 164.3 152.3 7.9
===== =====
* Percentages are calculated using unrounded amounts
Gas sales margin increased during the first six months of 1996, when
compared to the first six months of 1995, primarily due to higher retail gas
sales resulting from moderate customer growth. Weather for the two periods was
generally the same, which was slightly colder than normal. While total gas sales
increased 6.7%, revenues from gas sales decreased in the first six months of
1996, as compared to the same period in 1995, primarily due to the effects of
lower gas costs which are recoverable through GCA mechanisms.
The Company and Cheyenne have in place GCA mechanisms for natural gas
sales, which recognize the majority of the effects of changes in the cost of gas
purchased for resale and adjust revenues to reflect such changes in cost on a
timely basis. As a result, the changes in revenues associated with these
mechanisms during the first six months of 1996 and 1995 had little impact on net
income.
Increases and decreases in the per-unit cost of gas along with the
fluctuations in the amount of gas sales impact the amount of gas the Company
purchases and affect the total cost of gas purchased for resale. The $37.1
million decrease in gas purchased for resale for the six months ended June 30,
1996, as compared to the same period in 1995, is primarily due to a lower per
unit cost of gas which was offset, in part, by the increase in gas purchases.
22
<PAGE>
Non-Fuel Operating Expenses
Other operating and maintenance expenses decreased $15.2 million or 7.3%
during the six months ended June 30, 1996, when compared to the same period in
1995, primarily due to the favorable impact of the February 9, 1996 settlement
agreement with the DOE resolving all spent nuclear fuel storage and disposal
issues at Fort St. Vrain (approximately $16 million) and lower labor and
employee benefit costs resulting from the hiring freeze instituted in August
1995, which were offset, in part, by costs incurred during the first six months
of 1996 associated with the Merger ($4.2 million) and the settlement of certain
environmental issues related to the operations of the Hayden station. These
items are discussed further in Note 2. Fort St. Vrain, Note 3. Merger and Note
4. Commitments and Contingencies - Environmental Issues, respectively, in Item
1. FINANCIAL STATEMENTS.
Depreciation and amortization expense increased approximately $4.7 million
or 6.7% in the first six months of 1996, as compared to the same period in 1995,
primarily due to higher depreciation expense from property additions and
amortization of regulatory assets.
The increase in income taxes for the first six months of 1996, as compared
to the same period in 1995, is primarily due to higher pre-tax income, the tax
effects of certain merger and environmental liability costs incurred in 1996
which are non-deductible for income tax purposes and the accrual of additional
tax liabilities for prior years.
The change in miscellaneous income and deductions - net was primarily due
to the 1995 recognition of a $2.1 million refund obligation related to the sale
of WestGas Gathering, Inc. in accordance with a 1995 settlement agreement with
the OCC.
Financial Position
Recovered purchased gas and electric energy costs - net increased
approximately $48.7 million at June 30, 1996, as compared to December 31, 1995,
primarily due to lower purchased gas costs charged by the Company's suppliers.
Effective April 2, 1996, as approved by the CPUC, natural gas rates were reduced
by approximately $44 million on an annual basis to lower any future overrecovery
of purchased gas costs. This reduction has had no impact on net income. The
decrease in accounts payable is also primarily attributable to lower gas costs.
The $25.7 million decrease in the defueling and decommissioning liability
was primarily due to expenditures during the six months of 1996 coupled with
recognizing the effects of the February 9, 1996 settlement agreement with the
DOE resolving all spent nuclear fuel storage and disposal issues at Fort St.
Vrain (See Note 2. Fort St. Vrain in Item 1. FINANCIAL STATEMENTS). Customer
advances for construction decreased by approximately $44.5 million due to a 1996
transfer of amounts to property, plant and equipment, which served to reduce
such investments, after determining that these amounts would not be refunded to
customers in the future.
Commitments and Contingencies
Issues relating to the Merger with SPS, and regulatory and environmental
matters are discussed in Notes 3 and 4, respectively, in Item 1. FINANCIAL
STATEMENTS. These matters and the future resolution thereof may impact the
Company's future results of operations, financial position or cash flows.
Common Stock Dividend
During the first quarter of 1996, the Company increased the quarterly
common stock dividend of $0.51 per share to $0.525 per share. The Company's
common stock dividend level is dependent upon the Company's results of
23
<PAGE>
operations, financial position, cash flows and other factors. The Board of
Directors of the Company will continue to evaluate the common stock dividend
level on a quarterly basis.
Liquidity and Capital Resources
Cash Flows - Six Months Ended June 30
1996 1995 Decrease
---- ---- --------
Net cash provided by operating activities (in millions) $190.2 $246.3 $(56.1)
Cash provided by operating activities decreased in the first six months of
1996, when compared to the first six months of 1995, primarily due to an
increase in accounts receivable ($33.2 million) and a decrease in the recovery
of purchased gas and electric energy costs ($39.3 million). The increase in
accounts receivable was due to a gas refund made late in 1995 which was applied
directly to customers' accounts resulting in lower cash receipts during the
first quarter of 1996. The decrease in recovered purchased gas and electric
energy costs was due to the reduction in the level of over-collection of these
costs during the first six months of 1996, as compared to the first six months
of 1995, thereby lowering cash receipts during the first six months of 1996.
At June 30, 1996, the Company's decommissioning liability, excluding
defueling, was approximately $19.5 million. The expenditures related to this
obligation are expected to be incurred during the next year. The annual
decommissioning amount being recovered from customers is approximately $13.9
million, which will continue through June 2005. At June 30, 1996, approximately
$93.8 million remains to be collected from customers and is reflected as a
regulatory asset on the consolidated condensed balance sheet. Accordingly,
operating cash flows will continue to be negatively impacted until the
decommissioning of Fort St. Vrain is completed (see Note 2. Fort St. Vrain in
Item 1. FINANCIAL STATEMENTS ).
1996 1995 Decrease
---- ---- --------
Net cash used in investing activities (in millions) $(135.3) $(136.6) $(1.3)
Cash used in investing activities, which substantially consists of
construction expenditures, decreased only slightly during the six months ended
June 30, 1996, when compared to the same period in 1995, reflecting a consistent
level of capital expenditures between the periods.
1996 1995 Decrease
---- ---- --------
Net cash used in financing activities (in millions) $(56.6) $(109.8) $(53.2)
Cash used in financing activities decreased (indicating that there were
more borrowings) in the first six months of 1996, when compared to the first six
months of 1995, primarily due to the issuance of $125 million First Collateral
Trust Bonds in May 1996. The proceeds from this financing were used to fund the
Company's construction program, for other general corporate purposes and to
repay short-term indebtedness incurred for such purposes.
24
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Part 1. Issues relating to decommissioning and defueling are discussed in
Note 2. Fort St. Vrain and issues relating to the recovery of energy
efficiency credits, environmental site cleanup and other
environmental matters, employee litigation and union contracts are
discussed in Note 4. Commitments and Contingencies in Item 1, Part
1.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The 1996 Annual Meeting of Shareholders of the Company was held on May
14, 1996.
(b) Five matters were voted upon at the meeting: 1) the election of
directors; 2) the appointment of Arthur Andersen LLP as the Company's
independent public accountants; 3) a shareholder proposal to provide
for cumulative voting; 4) a shareholder proposal that would have
reduced the number of directors to seven, and 5) a shareholder proposal
to require individuals who have been directors for two years and are
nominated for a third year to have an unencumbered cash investment in
Company stock equal to the total compensation received from the Company
in the previous calendar year.
With respect to the election of directors, the votes were as follows:
Wayne H. Brunetti 53,668,145 shares for 1,952,021 shares withheld
Collis P. Chandler, Jr. 53,637,146 shares for 1,983,020 shares withheld
Dr. Doris M. Drury 53,620,235 shares for 1,999,931 shares withheld
Thomas T. Farley 53,732,474 shares for 1,887,692 shares withheld
Gayle L. Greer 53,591,884 shares for 2,028,282 shares withheld
A. Barry Hirschfeld 53,655,301 shares for 1,964,865 shares withheld
D. D. Hock 53,657,498 shares for 1,962,668 shares withheld
George B. McKinley 53,619,332 shares for 2,000,834 shares withheld
Will F. Nicholson, Jr. 53,688,271 shares for 1,931,895 shares withheld
J. Michael Powers 53,748,005 shares for 1,872,161 shares withheld
Thomas E. Rodriguez 53,699,200 shares for 1,920,966 shares withheld
Rodney E. Slifer 53,749,059 shares for 1,871,107 shares withheld
W. Thomas Stephens 53,748,303 shares for 1,871,863 shares withheld
Robert G. Tointon 53,703,451 shares for 1,916,715 shares withheld
With respect to the appointment of Arthur Andersen LLP, the vote was:
54,016,791 shares for; 944,690 shares against; 658,685 shares abstain.
With respect to the shareholder proposal on cumulative voting, the vote
was: 11,774,585 shares for; 34,011,750 shares against; 2,156,001 shares
abstain. The proposal did not pass.
With respect to the shareholder proposal that would have reduced the number
of directors to seven, the vote was: 6,701,470 shares for; 39,356,643
shares against; 1,884,223 shares abstain. The proposal did not pass.
With respect to the shareholder proposal on directors' investment, the
vote was: 7,795,554 shares for; 38,233,421 shares against; 1,913,361 shares
abstain. The proposal did not pass.
There were zero broker non-votes with respect to the election of directors
and the appointment of Arthur Andersen LLP. Broker non-votes had no effect
on the outcome of the three shareholder proposals.
25
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4(a) Supplemental Indenture dated as of May 1, 1996 establishing a series
of First Mortgage Bonds under the Indenture dated as of December 31,
1939.
4(b) Supplemental Indenture No. 4 dated as of May 1, 1996 establishing
a series of First Collateral Trust Bonds under the Indenture dated
as of October 1, 1993.
12(a) Computation of Ratio of Consolidated Earnings to Consolidated Fixed
Charges is set forth at page 29 herein.
12(b) Computation of Ratio of Consolidated Earnings to Consolidated
Combined Fixed Charges and Preferred Stock Dividends is set forth
at page 30 herein.
15 Letter from Arthur Andersen LLP regarding unaudited interim
information is set forth at page 31 herein.
27 Financial Data Schedule UT
(b) Reports on Form 8-K
A report on Form 8-K, dated May 21, 1996, was filed on May 22, 1996. The
item reported was Item 5 - Other Events, which presented information
substantially the same as presented in Note 4. Commitments and Contingencies -
Regulatory Matters - Environmental Issues - Environmental Matters Related to Air
Quality and Pollution Control - Hayden Steam Electric Generating
Station in Item 1. FINANCIAL STATEMENTS herein.
26
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Public Service Company of Colorado has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
PUBLIC SERVICE COMPANY OF COLORADO
By /s/ R. C. Kelly
---------------------------------
R. C. KELLY
Senior Vice President,
Finance, Treasurer and
Chief Financial Officer
Dated: August 7, 1996
27
<PAGE>
EXHIBIT INDEX
4(a) Supplemental Indenture dated as of May 1, 1996 establishing a series of
First Mortgage Bonds under the Indenture dated as of December 31, 1939.
4(b) Supplemental Indenture No. 4 dated as of May 1, 1996 establishing a series
of First Collateral Trust Bonds under the Indenture dated as of October 1,
1993.
12(a) Computation of Ratio of Consolidated Earnings to Consolidated Fixed
Charges is set forth at page 29 herein.
12(b) Computation of Ratio of Consolidated Earnings to Consolidated
Combined Fixed Charges and Preferred Stock Dividends is set forth at page
30 herein.
15 Letter from Arthur Andersen LLP regarding unaudited interim information
is set forth at page 31 herein.
27 Financial Data Schedule UT.
28
<PAGE>
EXHIBIT 12(a)
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS
TO CONSOLIDATED FIXED CHARGES
(not covered by Report of Independent Public Accountants)
Six Months Ended
June 30,
1996 1995
---- ----
(Thousands of Dollars, except ratios)
Fixed charges:
Interest on long-term debt................... $43,782 $ 42,843
Interest on borrowings against corporate-owned
life insurance contracts.................. 19,286 16,601
Other interest............................... 9,947 11,110
Amortization of debt discount and expense less
premium .................................. 1,842 1,597
Interest component of rental expense......... 5,379 3,403
----- -----
Total ..................................... $80,236 $ 75,554
======= ========
Earnings (before fixed charges and taxes on income):
Net income................................... $98,966 $ 81,899
Fixed charges as above....................... 80,236 75,554
Provisions for Federal and state taxes on
income, net of investment tax credit
amortization .............................. 57,459 41,988
------ ------
Total...................................... $236,661 $199,441
======== ========
Ratio of earnings to fixed charges.............. 2.95 2.64
==== ====
29
<PAGE>
EXHIBIT 12(b)
PUBLIC SERVICE COMPANY OF COLORADO
AND SUBSIDIARIES
COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS
TO CONSOLIDATED COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(not covered by Report of Independent Public Accountants)
Six Months Ended
June 30,
1996 1995
---- ----
(Thousands of Dollars, except ratios)
Fixed charges and preferred stock dividends:
Interest on long-term debt.................. $ 43,782 $ 42,843
Interest on borrowings against corporate-owned
life insurance contracts................. 19,286 16,601
Other interest.............................. 9,947 11,110
Amortization of debt discount and expense less
premium ................................. 1,842 1,597
Interest component of rental expense........ 5,379 3,403
Preferred stock dividend requirement........ 5,943 6,001
Additional preferred stock dividend requirement 3,450 3,076
----- -----
Total .................................... $ 89,629 $ 84,631
======== ========
Earnings (before fixed charges and taxes on income):
Net income.................................. $ 98,966 $ 81,899
Interest on long-term debt.................. 43,782 42,843
Interest on borrowings against corporate-owned
life insurance contracts................. 19,286 16,601
Other interest.............................. 9,947 11,110
Amortization of debt discount and expense less
premium ................................. 1,842 1,597
Interest component of rental expense........ 5,379 3,403
Provisions for Federal and state taxes on income,
net of investment tax credit amortization... 57,459 41,988
------ ------
Total..................................... $236,661 $199,441
======== ========
Ratio of earnings to fixed charges
and preferred stock dividends................ 2.64 2.36
==== ====
30
<PAGE>
EXHIBIT 15
August 6, 1996
Public Service Company of Colorado:
We are aware that Public Service Company of Colorado has incorporated by
reference in its Registration Statement (Form S-3, File No. 33-62233) pertaining
to the Automatic Dividend Reinvestment and Common Stock Purchase Plan; the
Company's Registration Statement (Form S-3, File No. 33-37431), as amended on
December 4, 1990, pertaining to the shelf registration of the Company's First
Mortgage Bonds; the Company's Registration Statement (Form S-8, File No.
33-55432) pertaining to the Omnibus Incentive Plan; the Company's Registration
Statement (Form S-3, File No. 33-51167) pertaining to the shelf registration of
the Company's First Collateral Trust Bonds and the Company's Registration
Statement (Form S-3, File No. 33-54877) pertaining to the shelf registration of
the Company's First Collateral Trust Bonds and Cumulative Preferred Stock, its
Form 10-Q for the quarter ended June 30, 1996, which includes our report dated
August 6, 1996, covering the unaudited consolidated condensed financial
statements contained therein. Pursuant to Regulation C of the Securities Act of
1933, that report is 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.
Very truly yours,
ARTHUR ANDERSEN LLP
31
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
This schedule contains summary financial
information extracted from Public Service Company
of Colorado and Subsidiaries consolidated balance
sheet as of June 30,1996 and consolidated statements
of income and cash flows for the six months ended
June 30, 1996 and is qualified in its entirety by
reference to such financial statements
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,503,912
<OTHER-PROPERTY-AND-INVEST> 38,188
<TOTAL-CURRENT-ASSETS> 423,432
<TOTAL-DEFERRED-CHARGES> 368,074
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 4,333,606
<COMMON> 320,404
<CAPITAL-SURPLUS-PAID-IN> 701,764
<RETAINED-EARNINGS> 372,401
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,394,569
41,289
140,008
<LONG-TERM-DEBT-NET> 1,316,847
<SHORT-TERM-NOTES> 40,825
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 185,050
<LONG-TERM-DEBT-CURRENT-PORT> 24,958
2,576
<CAPITAL-LEASE-OBLIGATIONS> 46,814
<LEASES-CURRENT> 4,629
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,187,484
<TOT-CAPITALIZATION-AND-LIAB> 4,333,606
<GROSS-OPERATING-REVENUE> 1,107,704
<INCOME-TAX-EXPENSE> 57,459
<OTHER-OPERATING-EXPENSES> 162,115
<TOTAL-OPERATING-EXPENSES> 933,763
<OPERATING-INCOME-LOSS> 173,941
<OTHER-INCOME-NET> (1,834)
<INCOME-BEFORE-INTEREST-EXPEN> 172,107
<TOTAL-INTEREST-EXPENSE> 73,141
<NET-INCOME> 98,966
5,943
<EARNINGS-AVAILABLE-FOR-COMM> 93,023
<COMMON-STOCK-DIVIDENDS> 67,161
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 190,192
<EPS-PRIMARY> 1.05
<EPS-DILUTED> 1.05
</TABLE>
Exhibit 4(a)
================================================================================
SUPPLEMENTAL INDENTURE
(Dated as of May 1, 1996)
PUBLIC SERVICE COMPANY OF COLORADO
TO
FIRST TRUST OF NEW YORK, National Association,
As Trustee
Creating an Issue of First Mortgage Bonds,
Collateral Series C
(Supplemental to Indenture dated as of December 1, 1939, as amended)
================================================================================
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of May 1, 1996, between PUBLIC
SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws
of the State of Colorado (the "Company"), party of the first part, and FIRST
TRUST OF NEW YORK, National Association, a national banking association, as
successor trustee (the "Trustee") to Morgan Guaranty Trust Company of New York
(formerly Guaranty Trust Company of New York), party of the second part.
WHEREAS, the Company heretofore executed and delivered to the
Trustee its Indenture, dated as of December 1, 1939 (the "Principal Indenture"),
to secure its First Mortgage Bonds from time to time issued thereunder; and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Supplemental Indentures referred to in Schedule A hereto for certain
purposes, including the creation of series of bonds, the subjection to the lien
of the Principal Indenture of property acquired after the execution and delivery
thereof, the amendment of certain provisions of the Principal Indenture and the
appointment of the successor Trustee; and
WHEREAS, the Principal Indenture as supplemented and amended by all
Supplemental Indentures heretofore executed by the Company and the Trustee is
hereinafter referred to as the "Indenture", and, unless the context requires
otherwise, references herein to Articles and Sections of the Indenture shall be
to Articles and Sections of the Principal Indenture as so amended; and
WHEREAS, the Company proposes to create a new series of First
Mortgage Bonds to be designated as First Mortgage Bonds, Collateral Series C
(the "Collateral Series C Bonds"), to be issued and delivered to the trustee
under the 1993 Mortgage (as hereinafter defined) as the basis for the
authentication and delivery under the 1993 Mortgage of a series of securities,
all as hereinafter provided, and to vary in certain respects the covenants and
provisions contained in Article V of the Indenture, to the extent that such
covenants and provisions apply to the Collateral Series C Bonds; and
WHEREAS, the Company, pursuant to the provisions of the Indenture,
has, by appropriate corporate action, duly resolved and determined to execute
this Supplemental Indenture for the purpose of providing for the creation of the
Collateral Series C Bonds and of specifying the form, provisions and particulars
thereof, as in the Indenture provided or permitted and of giving to the
Collateral Series C Bonds the protection and security of the Indenture; and
WHEREAS, the Company has acquired the additional property
hereinafter described, and the Company desires that such additional property so
acquired be specifically subjected to the lien of the Indenture; and
WHEREAS, the Company represents that all acts and proceedings
required by law and by the charter and by-laws of the Company, including all
action requisite on the part of its shareholders, directors and officers,
necessary to make the Collateral Series C Bonds, when executed by the Company,
authenticated and delivered by the Trustee and duly issued, the valid, binding
and legal obligations of the Company, and to constitute the Principal Indenture
and all indentures supplemental thereto, including this Supplemental Indenture,
valid, binding and legal instruments for the security of the bonds of all
series, including the Collateral Series C Bonds, in accordance with
<PAGE>
the terms of such bonds and such instruments, have been done, performed and
fulfilled, and the execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That Public Service Company of Colorado, the Company named in the
Indenture, in consideration of the premises and of One Dollar to it duly paid by
the Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and in pursuance of the direction and
authority of the Board of Directors of the Company given at a meeting thereof
duly called and held, and in order to create the Collateral Series C Bonds and
to specify the form, terms and provisions thereof, and to make definite and
certain the lien of the Indenture upon the premises hereinafter described and to
subject said premises directly to the lien of the Indenture, and to secure the
payment of the principal of and premium, if any, and interest, if any, on all
bonds from time to time outstanding under the Indenture, including the
Collateral Series C Bonds, according to the terms of said bonds, and to secure
the performance and observance of all of the covenants and conditions contained
in the Indenture, has executed and delivered this Supplemental Indenture and has
granted, bargained, sold, warranted, aliened, remised, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents does grant, bargain, sell, warrant, alien, remise, release, convey,
assign, transfer, mortgage, pledge, set over and confirm unto First Trust of New
York, National Association, as Trustee, and its successor or successors in the
trust and its and their assigns forever, the property described in Schedule B
hereto (which is described in such manner as to fall within and under the
headings or parts or classifications set forth in the Granting Clauses of the
Principal Indenture);
TO HAVE AND TO HOLD the same and all and singular the properties,
rights, privileges and franchises described in the Principal Indenture and in
the several Supplemental Indentures hereinabove referred to and in this
Supplemental Indenture and owned by the Company on the date of the execution and
delivery hereof (other than property of a character expressly excepted from the
lien of the Indenture as therein set forth) unto the Trustee and its successor
or successors and assigns forever;
SUBJECT, HOWEVER, to permitted encumbrances as defined in the Indenture;
IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
Indenture, for the equal and proportionate benefit and security of all present
and future holders of the bonds and coupons issued and to be issued under the
Indenture, including the Collateral Series C Bonds, without preference, priority
or distinction as to lien (except as any sinking, amortization, improvement or
other fund established in accordance with the provisions of the Indenture or any
indenture supplemental thereto may afford additional security for the bonds of
any particular series) of any of said bonds over any others thereof by reason of
series, priority in the time of the issue or negotiation thereof, or otherwise
howsoever, except as provided in Section 2 of Article IV of the Indenture.
-2-
<PAGE>
ARTICLE ONE
CREATION AND DESCRIPTION OF THE COLLATERAL SERIES C BONDS
SECTION 1. A new series of bonds to be issued under and secured by
the Indenture is hereby created, the bonds of such new series to be designated
First Mortgage Bonds, Collateral Series C. The Collateral Series C Bonds shall
be limited to an aggregate principal amount of One hundred twenty-five million
dollars ($125,000,000), excluding any Collateral Series C Bonds which may be
authenticated and exchanged for or in lieu of or in substitution for or on
transfer of other Collateral Series C Bonds pursuant to any provisions of the
Indenture. The Collateral Series C Bonds shall mature on June 1, 2006. The
Collateral Series C Bonds shall not bear interest.
The principal of each Collateral Series C Bond shall be payable, upon
presentation thereof, at the office or agency of the Company in the city in
which the principal corporate trust office of the 1993 Mortgage Trustee (as
hereinafter defined) is located, in any coin or currency of the United States of
America which at the time of payment shall be legal tender for the payment of
public and private debts.
The Collateral Series C Bonds shall be issued and delivered by the
Company to First Trust of New York, National Association, as successor trustee
under the Indenture, dated as of October 1, 1993, as supplemented (the "1993
Mortgage"), of the Company to such successor trustee (the "1993 Mortgage
Trustee"), as the basis for the authentication and delivery under the 1993
Mortgage of a series of securities. As provided in the 1993 Mortgage, the
Collateral Series C Bonds will be registered in the name of the 1993 Mortgage
Trustee or its nominee and will be owned and held by the 1993 Mortgage Trustee,
subject to the provisions of the 1993 Mortgage, for the benefit of the holders
of all securities from time to time outstanding under the 1993 Mortgage, and the
Company shall have no interest therein.
Any payment by the Company under the 1993 Mortgage of the principal
of the securities which shall have been authenticated and delivered under the
1993 Mortgage on the basis of the issuance and delivery to the 1993 Mortgage
Trustee of Collateral Series C Bonds (other than by the application of the
proceeds of a payment in respect of such Collateral Series C Bonds) shall, to
the extent thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of such Collateral Series C
Bonds which is then due.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of the Collateral Series C Bonds as the same shall
become due and payable shall have been fully satisfied and discharged unless and
until it shall have received a written notice from the 1993 Mortgage Trustee,
signed by an authorized officer thereof, stating that the principal of specified
Collateral Series C Bonds has become due and payable and has not been fully
paid, and specifying the amount of funds required to make such payment.
Each Collateral Series C Bond shall be dated as of the date of its
authentication.
The Collateral Series C Bonds shall be issued as fully registered
bonds only, in denominations of $1,000 and multiples thereof.
-3-
<PAGE>
The Collateral Series C Bonds shall be registerable and exchangeable
at the office or agency of the Company in the city in which the principal
corporate trust office of the 1993 Mortgage Trustee is located, in the manner
and upon the terms set forth in Section 5 of Article II of the Indenture;
provided, however, that the Collateral Series C Bonds shall not be transferrable
except to a successor trustee under the 1993 Mortgage. No service charge shall
be made for any exchange or transfer of any Collateral Series C Bond.
SECTION 2. The text of the Collateral Series C Bonds shall be
substantially in the form attached hereto as Exhibit A.
SECTION 3. The Collateral Series C Bonds may be executed by the
Company and delivered to the Trustee and, upon compliance with all applicable
provisions and requirements of the Indenture in respect thereof, shall be
authenticated by the Trustee and delivered (without awaiting the filing or
recording of this Supplemental Indenture) in accordance with the written order
or orders of the Company.
ARTICLE TWO
REDEMPTION OF THE COLLATERAL SERIES C BONDS
SECTION 1. Each Collateral Series C Bond shall be redeemable at the
option of the Company in whole at any time, or in part from time to time, prior
to maturity, at a redemption price equal to 100% of the principal amount thereof
to be redeemed.
SECTION 2. The provisions of Sections 3, 4, 5, 6 and 7 of Article V
of the Indenture shall be applicable to the Collateral Series C Bonds, except
that (a) no publication of notice of redemption of the Collateral Series C Bonds
shall be required and (b) if less than all the Collateral Series C Bonds are to
be redeemed, the Collateral Series C Bonds to be redeemed shall be selected in
the principal amounts designated to the Trustee by the Company, and except as
such provisions may otherwise be inconsistent with the provisions of this
Article Two.
SECTION 3. The holder of each and every Collateral Series C Bond
hereby agrees to accept payment thereof prior to maturity on the terms and
conditions provided for in this Article Two.
-4-
<PAGE>
ARTICLE THREE
ACKNOWLEDGMENT OF RIGHT TO VOTE
OR CONSENT WITH RESPECT TO
CERTAIN AMENDMENTS TO INDENTURE
The Company hereby acknowledges the right of the holders of the
Collateral Series C Bonds to vote or consent with respect to any or all of the
modifications to the Indenture referred to in Article Three of the Supplemental
Indenture, dated as of March 1, 1980, irrespective of the fact that the Bonds of
the Second 1987 Series are no longer outstanding; provided, however, that such
acknowledgment shall not impair (a) the right of the Company to make such
modifications without the consent or other action of the holders of the Bonds of
the 2020 Series or the bonds of any other series subsequently created under the
Indenture with respect to which the Company has expressly reserved such right or
(b) the right of the Company to reserve the right to make such modifications
without the consent or other action of the holders of bonds of one or more, or
any or all, series created subsequent to the creation of the Collateral Series C
Bonds.
ARTICLE FOUR
THE TRUSTEE
The Trustee accepts the trusts created by this Supplemental
Indenture upon the terms and conditions set forth in the Indenture and this
Supplemental Indenture. The recitals in this Supplemental Indenture are made by
the Company only and not by the Trustee. Each and every term and condition
contained in Article XII of the Indenture shall apply to this Supplemental
Indenture with the same force and effect as if the same were herein set forth in
full, with such omissions, variations and modifications thereof as may be
appropriate to make the same conform to this Supplemental Indenture.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 1. Subject to the variations contained in Article Two of
this Supplemental Indenture, the Indenture is in all respects ratified and
confirmed and the Principal Indenture, this Supplemental Indenture and all other
indentures supplemental to the Principal Indenture shall be read, taken and
construed as one and the same instrument. Neither the execution of this
Supplemental Indenture nor anything herein contained shall be construed to
impair the lien of the Indenture on any of the properties subject thereto, and
such lien shall remain in full force and effect as security for all bonds now
outstanding or hereafter issued under the Indenture.
All covenants and provisions of the Indenture shall continue in full
force and effect and this Supplemental Indenture shall form part of the
Indenture.
SECTION 2. If the date for making any payment or the last date for
performance of any act or the exercising of any right, as provided in this
Supplemental Indenture, shall not be a
-5-
<PAGE>
Business Day (as defined in the 1993 Mortgage), such payment may be made or act
performed or right exercised on the next succeeding Business Day with the same
force and effect as if done on the nominal date provided in this Supplemental
Indenture.
SECTION 3. The terms defined in the Indenture shall, for all
purposes of this Supplemental Indenture, have the meaning specified in the
Indenture except as set forth in Section 4 of this Article or otherwise set
forth in this Supplemental Indenture or unless the context clearly indicates
some other meaning to be intended.
SECTION 4. Any term defined in Section 303 of the Trust Indenture
Act of 1939, as amended, and not otherwise defined in the Indenture shall, with
respect to this Supplemental Indenture and the Collateral Series C Bonds, have
the meaning assigned to such term in Section 303 as in force on the date of the
execution of this Supplemental Indenture.
SECTION 5. This Supplemental Indenture may be executed in any number
of counterparts, and all of said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
-6-
<PAGE>
IN WITNESS WHEREOF, Public Service Company of Colorado, party hereto
of the first part, has caused its corporate name to be hereunto affixed, and
this instrument to be signed by its President, a Senior Vice President or a Vice
President, and its corporate seal to be hereunto affixed and attested by its
Secretary or an Assistant Secretary for and in its behalf; and First Trust of
New York, National Association, the party hereto of the second part, in evidence
of its acceptance of the trust hereby created, has caused its corporate name to
be hereunto affixed, and this instrument to be signed and its corporate seal to
be affixed by one of its Vice Presidents and attested by one of its Assistant
Secretaries, for and in its behalf, all as of the day and year first above
written.
PUBLIC SERVICE COMPANY OF
COLORADO
By: /s/ R. C. Kelly
R.C. Kelly
Senior Vice President, Treasurer,
and Chief Financial Officer
ATTEST: /s/ W. Wayne Brown
W. Wayne Brown
Secretary
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ Frank J. Gillhaus, Jr.
Frank J. Gillhaus, Jr.
Vice President
ATTEST: /s/ Alfia Monastra
Alfia Monastra
Assistant Secretary
-7-
<PAGE>
STATE OF COLORADO )
) ss.:
CITY AND COUNTY OF DENVER )
On this 28th day of May, 1996, before me, Jo Lynn R. Rife, a duly
authorized Notary Public in and for said City and County in the State aforesaid,
personally appeared R.C. Kelly and W. Wayne Brown to me known to be a Senior
Vice President and the Secretary, respectively, of PUBLIC SERVICE COMPANY OF
COLORADO, a corporation organized and existing under the laws of the State of
Colorado, one of the corporations that executed the within and foregoing
instrument; and the said R.C. Kelly and W. Wayne Brown, severally, acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on oath stated
that they were authorized to execute said instrument and that the seal affixed
thereto is the corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Jo Lynn R. Rife
Jo Lynn R. Rife
Notary Public, State of Colorado
Commission Expires April 27, 1998
-8-
<PAGE>
STATE OF NEW YORK )
)ss.:
CITY AND COUNTY OF NEW YORK )
On this 28th day of May, 1996, before me, Christine M. Bastone, a duly
authorized Notary Public in and for said City and County in the State aforesaid,
personally appeared Frank J. Gillhaus, Jr., and Alfia Monastra, to me known to
be a Vice President and an Assistant Secretary respectively, of FIRST TRUST OF
NEW YORK, National Association, a national banking association, one of the
corporations that executed the within and foregoing instrument; and the said
Frank J. Gillhaus, Jr., and Alfia Monastra, severally, acknowledged the said
instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument and that the seal affixed thereto is the
corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Christine M. Bastone
Christine M. Bastone
Notary Public, State of New York
Commission Expires August 14, 1997
-9-
<PAGE>
EXHIBIT A
FORM OF Collateral Series C BOND
This bond is not transferable except to a successor trustee under the
Indenture, dated as of October 1, 1993, as supplemented, between Public Service
Company of Colorado and First Trust of New York, National Association, as
successor trustee thereunder.
PUBLIC SERVICE COMPANY OF COLORADO
FIRST MORTGAGE BOND,
CoLLATERAL SERIES C
DUE 2006
REGISTERED REGISTERED
No.................. $..................
FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF COLORADO, a corporation
organized and existing under the laws of the State of Colorado (hereinafter
sometimes called the "Company"), promises to pay to First Trust of New York,
National Association, as successor trustee (the "1993 Mortgage Trustee") under
the Indenture, dated as of October 1, 1993 (the "1993 Mortgage"), of the
Company, or registered assigns,
Dollars
on June 1, 2006, at the office or agency of the Company in the city in which the
principal corporate trust office of the 1993 Mortgage Trustee is located. This
bond shall not bear interest. The principal of this bond shall be payable in any
coin or currency of the United States of America which at the time of payment
shall be legal tender for the payment of public and private debts.
Any payment by the Company under the 1993 Mortgage of the principal of
securities which shall have been authenticated and delivered under the 1993
Mortgage on the basis of the issuance and delivery to the 1993 Mortgage Trustee
of this bond (the "1993 Mortgage Securities") (other than by the application of
the proceeds of a payment in respect of this bond) shall, to the extent thereof,
be deemed to satisfy and discharge the obligation of the Company, if any, to
make a payment of principal of this bond which is then due.
This bond is one of an issue of bonds of the Company, issued and to be
issued in one or more series under and equally and ratably secured (except as
any sinking, amortization, improvement or other fund, established in accordance
with the provisions of the indenture hereinafter mentioned, may afford
additional security for the bonds of any particular series) by a certain
indenture, dated
<PAGE>
as of December 1, 1939, made by the Company to FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION, as successor trustee (hereinafter called the "Trustee") to Morgan
Guaranty Trust Company of New York (formerly Guaranty Trust Company of New
York), as amended and supplemented by several indentures supplemental thereto,
including the Supplemental Indenture dated as of May 1, 1996 (said Indenture as
amended and supplemented by said indentures supplemental thereto being
hereinafter called the "Indenture"), to which Indenture reference is hereby made
for a description of the property mortgaged, the nature and extent of the
security, the rights and limitations of rights of the Company, the Trustee, and
the holders of said bonds, under the Indenture, and the terms and conditions
upon which said bonds are secured, to all of the provisions of which Indenture
and of all indentures supplemental thereto in respect of such security,
including the provisions of the Indenture permitting the issue of bonds of any
series for property which, under the restrictions and limitations therein
specified, may be subject to liens prior to the lien of the Indenture, the
holder, by accepting this bond, assents. To the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and of the
holders of said bonds (including those pertaining to any sinking or other fund)
may be changed and modified, with the consent of the Company, by the holders of
at least 75% in aggregate principal amount of the bonds then outstanding
(excluding bonds disqualified from voting by reason of the Company's interest
therein as provided in the Indenture); provided, however, that without the
consent of the holder hereof no such modification or alteration shall be made
which will extend the time of payment of the principal of this bond or reduce
the principal amount hereof or effect any other modification of the terms of
payment of such principal or will reduce the percentage of bonds required for
the aforesaid actions under the Indenture. The Company has reserved the right to
amend the Indenture without any consent or other action by holders of any series
of bonds created after October 31, 1975 (including this series) so as to change
75% in the foregoing sentence to 60% and to change certain procedures relating
to bondholders' meetings. This bond is one of a series of bonds designated as
the First Mortgage Bonds, Collateral Series C, of the Company.
This bond shall be redeemable at the option of the Company in whole at
any time, or in part from time to time, prior to maturity, at a redemption price
equal to 100% of the principal amount thereof to be redeemed.
The principal of this bond may be declared or may become due before the
maturity hereof, on the conditions, in the manner and at the times set forth in
the Indenture, upon the happening of an event of default as therein provided.
This bond is not transferable except to a successor trustee under the
1993 Mortgage, any such transfer to be made at the office or agency of the
Company in the city in which the principal corporate trust office of the 1993
Mortgage Trustee is located, upon surrender and cancellation of this bond, and
thereupon a new bond of this series of a like principal amount will be issued to
the transferee in exchange therefor, as provided in the Indenture. The Company,
the Trustee, any paying agent and any registrar may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for the purpose
of receiving payment and for all other purposes. This bond, alone or with other
bonds of this series, may in like manner be exchanged at such office or agency
for one or more new bonds of this series of the same aggregate principal amount,
all as provided in the Indenture. No service charge shall be made to any holder
of any bond of this series for any exchange or transfer of bonds.
A-2
<PAGE>
No recourse under or upon any covenant or obligation of the Indenture,
or of any bonds thereby secured, or for any claim based thereon, or otherwise in
any manner in respect thereof, shall be had against any incorporator, subscriber
to the capital stock, shareholder, officer or director, as such, of the Company,
whether former, present or future, either directly, or indirectly through the
Company or the Trustee, by the enforcement of any subscription to capital stock,
assessment or otherwise, or by any legal or equitable proceeding by virtue of
any statute or otherwise (including, without limiting the generality of the
foregoing, any proceeding to enforce any claimed liability of shareholders of
the Company based upon any theory of disregarding the corporate entity of the
Company or upon any theory that the Company was acting as the agent or
instrumentality of the shareholders), any and all such liability of
incorporators, shareholders, subscribers, officers and directors, as such, being
released by the holder hereof, by the acceptance of this bond, and being
likewise waived and released by the terms of the Indenture under which this bond
is issued.
This bond shall not be valid or become obligatory for any purpose until
the certificate of authentication endorsed hereon shall have been signed by
First Trust of New York, National Association, or its successor, as Trustee
under the Indenture.
IN WITNESS WHEREOF, Public Service Company of Colorado has caused this
bond to be signed in its name by a Senior Vice President and its corporate seal
to be affixed hereto and attested by its Secretary or an Assistant Secretary.
Dated: PUBLIC SERVICE COMPANY OF
COLORADO
By:________________________________
Senior Vice President
ATTEST:________________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated therein referred
to in the within-mentioned Supplemental Indenture.
Dated: FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
AS TRUSTEE
By:____________________________________
Authorized Officer
A-3
<PAGE>
SCHEDULE A
SUPPLEMENTAL INDENTURES
Date of Principal
Supplemental Principal Amount
Indenture Series of Bonds Amount Issued Outstanding
March 14, 1941 None -- --
May 14, 1941 None -- --
April 28, 1942 None -- --
April 14, 1943 None -- --
April 27, 1944 None -- --
April 18, 1945 None -- --
April 23, 1946 None -- --
April 9, 1947 None -- --
June 1, 1947* 2-7/8% Series due 1977 $ 40,000,000 None
April 1, 1948 None -- --
May 20, 1948 None -- --
October 1, 1948 3-1/8% Series due 1978 10,000,000 None
April 20, 1949 None -- --
April 24, 1950 None -- --
April 18, 1951 None -- --
October 1, 1951 3-1/4% Series due 1981 15,000,000 None
April 21, 1952 None -- --
December 1, 1952 None -- --
April 15, 1953 None -- --
April 19, 1954 None -- --
October 1, 1954* 3-1/8% Series due 1984 20,000,000 None
April 18, 1955 None -- --
April 24, 1956 None -- --
May 1, 1957* 4-3/8% Series due 1987 30,000,000 None
April 10, 1958 None -- --
May 1, 1959 4-5/8% Series due 1989 20,000,000 None
April 18, 1960 None -- --
I-1
<PAGE>
April 19, 1961 None -- --
October 1, 1961 4-1/2% Series due 1991 30,000,000 None
March 1, 1962 4-5/8% Series due 1992 8,800,000 None
June 1, 1964 4-1/2% Series due 1994 35,000,000 None
May 1, 1966 5-3/8% Series due 1996 35,000,000 None
July 1, 1967* 5-7/8% Series due 1997 35,000,000 35,000,000
July 1, 1968* 6-3/4% Series due 1998 25,000,000 25,000,000
April 25, 1969 None -- --
April 21, 1970 None -- --
September 1, 1970 8-3/4% Series due 2000 35,000,000 None
February 1, 1971 7-1/4% Series due 2001 40,000,000 None
August 1, 1972 7-1/2% Series due 2002 50,000,000 None
June 1, 1973 7-5/8% Series due 2003 50,000,000 None
March 1, 1974 Pollution Control Series A 24,000,000 22,500,000
December 1, 1974 Pollution Control Series B 50,000,000 None
October 1, 1975 9-3/8% Series due 2005 50,000,000 None
April 28, 1976 None -- --
April 28, 1977 None -- --
November 1, 1977* 8-1/4% Series due 2007 50,000,000 None
April 28, 1978 None -- --
October 1, 1978 9-1/4% Series due 2008 50,000,000 None
October 1, 1979* Pollution Control Series C 50,000,000 None
March 1, 1980* 15% Series due 1987 50,000,000 None
April 28, 1981 None -- --
November 1, 1981* Pollution Control Series D 27,380,000 None
December 1, 1981* 16-1/4% Series due 2011 50,000,000 None
April 29, 1982 None -- --
May 1, 1983* Pollution Control Series E 42,000,000 None
April 30, 1984 None -- --
March 1, 1985* 13% Series due 2015 50,000,000 None
I-2
<PAGE>
November 1, 1986* Pollution Control Series F 27,250,000 27,250,000
May 1, 1987* 8.95% Series due 1992 75,000,000 None
July 1, 1990* 9-7/8% Series due 2020 75,000,000 75,000,000
December 1, 1990* Secured Medium-Term Notes, 191,500,000** 136,500,000*
Series A
March 1, 1992* 8-1/8% Series due 2004 and 100,000,000 100,000,000
8-3/4% Series due 2022 150,000,000 150,000,000
April 1, 1993* Pollution Control Series G 79,500,000 79,500,000
June 1, 1993* Pollution Control Series H 50,000,000 50,000,000
November 1, 1993* Collateral Series A 134,500,000 134,500,000
January 1, 1994* Collateral Series B due 2001 and102,667,000 102,667,000
Collateral Series B due 2024 110,000,000 110,000,000
September 2, 1994 None -- --
(Appointment of
Successor Trustee)
* Contains amendatory provisions
** $200,000,000 authorized
I-3
<PAGE>
SCHEDULE B
PROPERTY DESCRIPTION
PART FIRST.
(Plants)
The following electric generating plants, gas generating plants, gas
holders, steam plant, ice plant, pressure pipe lines, gravity pipe lines,
reservoir sites, power sites, gas regulating stations, substations and other
properties of the Company, including all dams, power houses, transmission lines,
buildings, forebays, reservoirs, races, raceways, pipes, head works, structures
and works, and the lands of the Company on which the same are situated, and all
the Company's lands, easements, rights, rights-of-way, water rights, rights to
the use of water, including all of the Company's right, title and interest in
and to any and all decrees therefor, flowage rights, flooding rights, permits,
franchises, consents, privileges, licenses, poles, towers, wires, switch racks,
insulators, pipes, machinery, engines, boilers, gas benches, condensers and
scrubbers, exhausters, blowers and pumps, motors, gas boosters, air condensers,
water pumps, governors, purifiers, tar separators, washers, automobiles, trucks,
office furniture and fixtures, regulators, meters, tools, appliances, equipment,
appurtenances and supplies forming a part of or appertaining to said plants,
holders, sites, stations or other properties, or any of them, or used or
enjoyed, or capable of being used or enjoyed in conjunction or connection
therewith, all situated in the State of Colorado and the counties thereof, more
particularly described as follows:
ADAMS COUNTY
1. BENNETT ASH DISPOSAL SITE
A parcel of land more particularly described as follows:
THAT PART OF EAST ONE-HALF OF SECTION 25, TOWNSHIP 2 SOUTH, RANGE 64 WEST OF THE
SIXTH PRINCIPAL MERIDIAN, COUNTY OF ADAMS, STATE OF COLORADO, DESCRIBED AS:
BEGINNING AT THE EAST ONE-QUARTER CORNER OF SAID SECTION 25; THENCE N88 DEGREES
28'44"W ALONG THE NORTH LINE OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 25 A
DISTANCE OF 30.01 FEET TO A POINT ON THE WEST RIGHT-OF-WAY LINE OF SCHUMAKER
ROAD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE S00 DEGREES
11'50"W ALONG SAID WEST RIGHT-OF-WAY LINE A DISTANCE OF 1,320.69 FEET TO A POINT
ON THE SOUTH LINE OF THE NORTHEAST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF
SAID SECTION 25; THENCE N88 DEGREES 32'55"W ALONG THE SOUTH LINE OF THE NORTH
ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 25 A DISTANCE OF 1,467.20
FEET TO A POINT; THENCE N00 DEGREES 16'07"E A DISTANCE OF 1,322.44 FEET TO A
POINT ON THE SOUTH LINE OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 25; THENCE
S88 DEGREES 28'44"E ALONG SAID SOUTH LINE A DISTANCE OF 170.06 FEET TO THE
SOUTHWEST CORNER OF THE SOUTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF
SAID SECTION 25; THENCE N00 DEGREES 20'15"E ALONG THE WEST LINE OF THE SOUTHEAST
ONE-QUARTER OF THE NORTHEAST
II-1
<PAGE>
ONE-QUARTER OF SAID SECTION 25 A DISTANCE OF 1,028.10 FEET TO A POINT; THENCE
N56 DEGREES 17'47"E A DISTANCE OF 1,563.01 FEET TO A POINT 30.00 FEET WEST OF
THE EAST LINE OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 25, SAID POINT BEING
ON THE WEST RIGHT-OF-WAY LINE OF SCHUMAKER ROAD; THENCE S00 DEGREES 20'05"W
ALONG SAID WEST RIGHT-OF-WAY LINE A DISTANCE OF 1,929.81 FEET TO THE TRUE POINT
OF BEGINNING, COUNTY OF ADAMS, STATE OF COLORADO
BOULDER COUNTY
2. BAILEY METER STATION: ADDITIONAL LAND
(CDOT TRACT NO. 19B)
A tract or parcel of land No. 19B of the Colorado Department of
Transportation, Project No. FCU(CX)CXCY 287-3(37) containing 0.0034 acres (150
square feet), more or less, in the S.W.1/4 of Section 14, Township 1 South,
Range 69 West, of the Sixth Principal Meridian, in Boulder County, Colorado,
said tract or parcel of land being more particularly described as follows;
The Westerly 6.00 feet of Lot 24 Block 1 in the Townsite of Clarkston,
according to the plat thereof, which is recorded in Book 2 at Page 119 of the
Boulder County Colorado Records, more particularly described as follows;
Commencing at the S.W. corner of the said S.W.1/4; thence S89 degrees 32'13"E
and along the Southerly line of the said S.W.1/4, a distance of 390.00 feet to
the extended Westerly line of said Block 1; thence N00 degrees 05'24"W and along
the said extended Westerly line a distance of 30.00 feet to the S.W. corner of
said Lot 24 and the True Point of Beginning;
1. Thence N00 degrees 05'24"W and along the Westerly line of the said Lot
24, a distance of 25.00 feet to the N.W. corner of said Lot 24;
2. Thence S89 degrees 32'13"E and along the Northerly line of said Lot 24,
a distance of 6.00 feet;
3. Thence S00 degrees 05'24"E, a distance of 25.00 feet to the Southerly
line of said Lot 24;
4. Thence N89 degrees 32'13"W and along the said Southerly line of Lot 24,
a distance of 6.00 feet to the True Point of Beginning.
The above described parcel contains 0.0034 acres (150 square feet) more or
less.
II-2
<PAGE>
3. BAILEY METER STATION: ADDITIONAL LAND
(CDOT TRACT NO. 35R)
A tract or parcel of land No. 35R of the Colorado Department of
Transportation, Project No. FCU-NH(CX)-CX-CY 287-3(37) containing 0.0172 acres
(750 square feet) more or less, in the S.W.1/4 of Section 14, Township 1 South,
Range 69 West of the 6th Principal Meridian, in Boulder County, Colorado, said
tract or parcel of land being more particularly described as follows:
One half of vacated Grace St. adjoining Lot 24 Block 1 in the Townsite of
Clarkston, according to the plat thereof, which is recorded in Book 2 at Page
119 of the Boulder County, Colorado Records, more particularly described as
follows:
Commencing at the S.W. corner of the said S.W.1/4; thence S89 degrees
32'13"E and along the Southerly line of the said S.W.1/4, a distance of 360.00
feet to the extended centerline of said Grace St.; thence N00 degrees 03'24"W
and along the said extended centerline a distance of 30.00 feet to the extended
Southerly line of said Block 1 and the True Point of Beginning;
1. Thence continuing along the aforementioned course N00 degrees 05'24"W,
a distance of 25.00 feet to the extended Northerly line of said Lot 24;
2. Thence S89 degrees 32'13"E and along the said extended Northerly line,
a distance of 30.00 feet to the N.W. corner of said Lot 24;
3. Thence S00 degrees 05'24"E and along the Westerly line of said Lot 24,
a distance of 25.00 feet to the Southwest corner of said Lot 24;
4. Thence N89 degrees 32'13"W and along the extended Southerly line of said
Lot 24, a distance of 30.00 feet to the True Point of Beginning.
The above described parcel contains 0.0172 acres (750 square feet) more or
less.
4. BOULDER JUNCTION VALVE SETTING: ADDITIONAL LAND
A tract of Land located in the Southeast one-quarter of Section 32, Township 1
North, Range 69 West of the Sixth Principal Meridian, Boulder County, Colorado,
being described as follows:
Commencing at the Southeast corner of Section 32, Township 1 North, Range 69
West, thence N00 degrees 05'14"E along the east line of the Southeast
one-quarter of said Section 32, a distance of 390.00 feet to the Southeast
corner of a tract of land described in the deed recorded in Film 531 under
Reception Number 780632 of the Boulder County Real Estate Records; thence N89
degrees 54'46"W and along the south line of said tract, a distance of 61.10 feet
to the point of beginning on the west line of Colorado State Highway number 42;
thence S00 degrees 05'14"W and along said west line a distance of 25.00 feet;
thence N89 degrees 54'46"W and parallel with the south line of said tract, a
distance of 113.90 feet; thence N00 degrees 05'14"E and parallel with the west
line of said tract, a distance of 100.00 feet; thence S89 degrees 54'46"E and
parallel with the north line of said tract, a distance of 113.90 feet, to the
west line of Colorado State Highway Number 42; thence S00 degrees 56'14"W and
along said line a distance of 75.00 feet, to the point of beginning.
II-3
<PAGE>
CLEAR CREEK COUNTY
5. GEORGETOWN HYDRO POWER PLANT: ADDITIONAL LAND
(SCANLAN TRACT)
A PORTION OF A TRACT OF LAND KNOWN AS THE P. SCANLAN TRACT, SOUTHERLY OF LOT 12,
BLOCK 36, TOWN OF GEORGETOWN, LOCATED IN THE NORTH 1/2 OF SECTION 17, TOWNSHIP 4
SOUTH, RANGE 74 WEST OF THE 6TH P.M., COUNTY OF CLEAR CREEK, STATE OF COLORADO,
AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWESTERLY CORNER OF SAID LOT 12; THENCE S 36 DEGREES
41'03" W ALONG THE WESTERLY LINE OF SAID LOT 12, A DISTANCE OF 59.00 FEET TO THE
NORTHWEST CORNER OF SAID P. SCANLAN TRACT, THE POINT OF BEGINNING; THENCE S 2
DEGREES 43'00"E, A DISTANCE OF 18.34 FEET TO A POINT ON THE SOUTHERLY LINE OF
SAID P. SCANLAN TRACT; THENCE N 89 DEGREES 08'57"W ALONG SAID SOUTHERLY LINE, A
DISTANCE OF 14.36 FEET TO THE SOUTHWEST CORNER OF SAID P. SCANLAN TRACT; THENCE
N 36 DEGREES 41'03" E ALONG THE NORTHWESTERLY LINE OF SAID P. SCANLAN TRACT, A
DISTANCE OF 22.57 FEET TO THE POINT OF BEGINNING; SAID DESCRIBED TRACT
CONTAINING 131 SQUARE FEET (0.003 ACRE), MORE OR LESS.
EAGLE COUNTY
6. EDWARDS METER STATION SITE: PARCEL NO. 1, EDWARDS EXCHANGE POINT,
ACCORDING TO THE PLAT RECORDED DECEMBER 6, 1994 IN BOOK 656 AT PAGE
677, COUNTY OF EAGLE, STATE OF COLORADO.
II-4
<PAGE>
JEFFERSON COUNTY
7. LEYDEN GAS STORAGE PROJECT: ADDITIONAL LAND
(STUART TRACT)
Parcels of land more particularly described as follows:
PARCEL A:
A TRACT OF LAND IN THE NORTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SECTION
27, TOWNSHIP 2 SOUTH, RANGE 70 WEST OF THE 6TH P.M., MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 27, THENCE NORTH 0
DEGREES 16' EAST 1732 FEET, THENCE NORTH 84 DEGREES 08' WEST 1130 FEET TO
THE TRUE POINT OF BEGINNING, THENCE NORTH 77 DEGREES 25' WEST 176 FEET,
THENCE NORTH 79 DEGREES 30' WEST 528 FEET, THENCE NORTH 88 DEGREES 05'
WEST 166 FEET, THENCE NORTH 1 DEGREE 55' EAST 275 FEET, THENCE SOUTH 78
DEGREES 44' EAST 840 FEET, THENCE SOUTH 1 DEGREES 55' WEST 275 FEET TO THE
POINT OF BEGINNING, COUNTY OF JEFFERSON, STATE OF COLORADO. ALSO,
PARCEL B:
THAT PART OF THE NORTHWEST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SECTION
27, TOWNSHIP 2 SOUTH, RANGE 70 WEST OF THE 6TH P.M., MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT FROM WHENCE THE SOUTHEAST CORNER OF SAID SECTION 27, LIES
SOUTH 82 DEGREES 24 EAST 1832 FEET AND SOUTH 0 DEGREES 16' WEST 1732 FEET,
THENCE FOR QUANTITY NORTH 1 DEGREES 55' EAST 161 FEET, THENCE NORTH 88 DEGREES
05' WEST 166 FEET, THENCE SOUTH 1 DEGREE 55' WEST 161 FEET TO THE NORTH RIGHT OF
WAY LINE OF LEYDEN HIGHWAY, THENCE SOUTH 88 DEGREES 05' EAST 166 FEET ALONG
BOUNDARY LINE OF THE LEYDEN HIGHWAY TO POINT OF BEGINNING, COUNTY OF JEFFERSON,
STATE OF COLORADO, EXCEPT OIL, GAS AND OTHER MINERALS.
LARIMER COUNTY
8. FOSSIL CREEK METER STATION
A parcel of land more particularly described as follows:
II-5
<PAGE>
A parcel of land located in the Southeast 1/4 of Section 14, Township 6 North,
Range 69 West of the 6th P.M., City of Fort Collins, County of Larimer, State of
Colorado, being more particularly described as follows:
Commencing at the Southeast corner of said Section 14, thence S 89 degrees 29'
06" W along the Southerly line of the Southeast 1/4 of said Section 14, a
distance of 550.00 feet; thence N 00 degrees 30' 54" W a distance of 50.00 feet
to the Point of Beginning; thence S 89 degrees 20' 06" W along a line parallel
with and 50.00 feet Northerly of the Southerly line of the Southeast 1/4 of said
Section 14 a distance of 55.00 feet; thence N 00 degrees 30' 54" W a distance of
75.00 feet; thence N 89 degrees 29' 06" E a distance of 55.00 feet; thence S 00
degrees 30' 54" E a distance of 75.00 feet to the Point of Beginning.
MESA COUNTY
9. CAMEO STEAM PLANT: ADDITIONAL LAND
(ASH DISPOSAL SITE)
A parcel of land in the SE 1/4 of Section 28 and the NE 1/4 of Section 33,
Township 10 South, Range 98 West of the 6th Principal Meridian, being more
particularly described as follows:
Commencing at the Southeast corner of said Section 28, the point of beginning,
whence the East one quarter corner of said Section 28 bears North 3 degrees
20'00" West, 2640.87 feet; thence South 0 degrees 12'52" East, 660.00 feet along
the East line of the NE 1/4 of Section 33; thence South 89 degrees 55'22" West,
2649.20 feet; to the West line of the NE 1/4 of Section 33; thence North 0
degrees 01'59" West 660.00 feet to the North quarter corner of said Section 33;
thence North 03 degrees 34'47" West, 500.13 feet along the West line of the SE
1/4 of Section 28; thence North 89 degrees 55'22" East, 2649.27 feet to the East
line of the SE 1/4 of Section 28; thence South 03 degrees 20'00" East 500 feet
to the point of beginning, Mesa County, Colorado.
Containing 70.47 acres.
10. DEBEQUE SUBSTATION
A parcel of land located in the SE1/4 NW1/4 Section 27, Township 8 South, Range
97 West of the 6th Principal Meridian, Town of Debeque, Mesa County, Colorado,
more particularly described as follows:
Beginning at the southeast corner of an existing Public Service Company of
Colorado (PSCo) substation property, as recorded with the Mesa County Clerk and
Recorder in Book 1893, Page 200, Reception No. 1599266, whence the S1/4 Corner
of said Section 27 bears S7 degrees 18'12" E a distance of 3435.96 feet, also
whence the C1/4 Corner of said Section 27 bears S35 degrees 57'42"E a distance
of 948.05 feet;
II-6
<PAGE>
Thence North along the east line of said PSCo property, a distance of 150.00
feet to the northeast corner of said property;
Thence continuing North, a distance of 50.00 feet to a point;
Thence S74 degrees 14'00"W a distance of 45.36 feet to a point;
Thence S39 degrees 02'17"W a distance of 83.49 feet to the northwest corner of
said property;
Thence South a distance of 150.00 feet to the southwest corner of said property,
also being a point on the north line of the Southern Pacific RR (formerly D&RG
RR) property;
Thence N74 degrees 14'00'E along said south line of PSCo property, also being
the north line of said Southern Pacific RR, a distance of 100.00 feet to the
Point of Beginning;
Containing: 17933 Sq. Ft. or 0.412 Acres, More or Less
MORGAN COUNTY
11. PAWNEE STEAM PLANT: ADDITIONAL LAND
(SCHOCKE TRACT)
A parcel of land in the E1/2SE1/4 of Section 17, Township 3 North, Range 56 West
of the 6th P.M., more particularly described as follows: Beginning at the SE
corner of the SE1/4 of Section 17, Township 3 North, Range 56 West, thence North
990 feet to the point of beginning, thence West 1320 feet, thence North 330
feet, thence East 1320 feet, thence South 330 feet to the point of beginning,
Morgan County, Colorado, except oil, gas and other minerals.
WELD COUNTY
12. YOSEMITE GAS QUALITY STATION SITE: ADDITIONAL LAND
A PORTION OF THE NW 1/4 OF SECTION 34, TOWNSHIP 1 NORTH, RANGE 67 WEST, OF THE
6TH P.M., WELD COUNTY, COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BASIS OF BEARING: THE NORTH LINE OF THE NW 1/4 OF SECTION 34, TOWNSHIP 1 NORTH,
RANGE 67 WEST OF THE 6TH P.M., BEING MONUMENTED AS SHOWN HEREON WITH A LINE
ASSUMED TO BEAR N 89 DEGREES 24' 49" E; COMMENCING AT THE NW CORNER OF THE NW
1/4 OF SAID SECTION 34; THENCE S 88 DEGREES 12' 24" E A DISTANCE OF 722.56 FEET
TO THE NORTHEAST CORNER OF A PARCEL DESCRIBED IN BOOK 1148 UNDER RECEPTION NO.
2091174, WELD COUNTY RECORDS, SAID POINT BEING THE TRUE POINT OF BEGINNING;
THENCE N 89 DEGREES 24' 29" E AND ALONG THE SOUTH RIGHT OF WAY OF WELD COUNTY
ROAD
II-7
<PAGE>
4 A DISTANCE OF 160.00 FEET; THENCE S 00 DEGREES 33' 07" E A DISTANCE OF 505.91
FEET TO A POINT ON THE CENTERLINE OF AN EXISTING OIL LEASE ROAD; THENCE N 78
DEGREES 21' 27" W AND ALONG SAID CENTERLINE OF AN EXISTING OIL LEASE ROAD A
DISTANCE OF 163.69 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL DESCRIBED IN BOOK
1148 UNDER RECEPTION NO. 2091174, WELD COUNTY RECORDS; THENCE N 00 DEGREES 33'
07" W AND ALONG THE EAST LINE OF SAID PARCEL A DISTANCE OF 471.24 FEET TO THE
TRUE POINT OF BEGINNING.
PART SECOND.
(Substations)
The following electric substations and substation sites of the Company,
including all buildings, structures, towers, poles, lines, and all equipment,
appliances and devices for transforming, converting and distributing electric
energy, and all the right, title and interest of the Company in and to the land
on which the same are situated, and all of the Company's lands, easements,
rights-of-way, rights, franchises, privileges, machinery, equipment, appliances,
devices, appurtenances and supplies forming a part of said substations or any of
them, or used or enjoyed, or capable of being used or enjoyed, in conjunction or
connection with any thereof, all situated in the State of Colorado and the
counties thereof, more particularly described as follows:
ADAMS COUNTY
13. FRONT RANGE SUBSTATION
A parcel of land more particularly described as follows:
A PARCEL OF LAND LOCATED IN THE SW 1/4 SECTION 17, TOWNSHIP 3 SOUTH, RANGE 64
WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY OF AURORA, ADAMS COUNTY, COLORADO, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SW CORNER OF SAID SECTION 17;
THENCE N0 DEGREES 33'00"E, ALONG THE WEST SECTION LINE OF SAID SW 1/4
SECTION 17, A DISTANCE OF 1317.50 FEET TO A POINT;
THENCE S87 DEGREES 56'12"E, PARALLEL TO THE SOUTH LINE OF SAID SW 1/4 SECTION
17, A DISTANCE OF 30.01 FEET TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF IMBODEN
MILE ROAD, ALSO BEING THE TRUE POINT OF BEGINNING;
THENCE, CONTINUING S87 DEGREES 56'12"E, PARALLEL TO THE SOUTH LINE OF SAID
SW 1/4 SECTION 17, A DISTANCE OF 470.14 FEET TO A POINT;
II-8
<PAGE>
THENCE, N0 DEGREES 33'00"E, PARALLEL TO THE WEST LINE OF SAID SW 1/4
SECTION 17, A DISTANCE OF 400.14 FEET TO A POINT;
THENCE N87 DEGREES 56'12"W, PARALLEL TO THE SOUTH LINE OF SAID SW 1/4 SECTION
17, A DISTANCE OF 470.16 FEET TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF SAID
IMBODEN MILE ROAD; THENCE S0 DEGREES 33'00"W, ALONG SAID EAST RIGHT-OF-WAY LINE
OF IMBODEN MILE ROAD AND PARALLEL TO THE WEST LINE OF SAID SW 1/4 SECTION 17, A
DISTANCE OF 400.14 FEET TO THE POINT OF BEGINNING, except water, oil, gas and
other minerals.
14. PICADILLY SUBSTATION
A parcel of land more particularly described as follows:
A 3.874 acres tract of land in the Northwest Quarter (1/4) of Section 36
in Township 3 South, Range 66 West of the 6th Principle Meridian, in Adams
County, Colorado, said tract being more particularly described as follows (with
bearing based on the West section line of Section 36):
COMMENCING at the Northwest corner of Section 36;
THENCE S 01 degrees 20'28" E, along the West line of the Northwest Quarter
of Section 36, a distance of 1236.27' to a point on the North right-of-way
line of the Union Pacific Railroad 400' right-of-way;
THENCE S 85 degrees 06'32" W, along said railroad right-of-way, a distance
of 502.97' to the Southwest corner and TRUE POINT OF BEGINNING of the herein
described tract;
THENCE N 01 degrees 20'28" W, parallel to and 500' West of the West line of
the Northwest Quarter of Section 36, a distance of 400.00' to the Northwest
corner of the herein described tract;
THENCE N 88 degrees 39'32" E, a distance of 400.00' to the Northeast corner
of the herein described tract;
THENCE S 01 degrees 20'28" E, a distance of 443.68' to a point in the North
right-of-way line of said railroad 400' right-of-way;
THENCE N 85 degrees 06'32" W, along said railroad right-of-way, a distance
of 402.38' to the Point of Beginning, and containing 3.874 acres (168,736
sq.ft.) of land.
II-9
<PAGE>
15. TOWER SUBSTATION SITE
A parcel of land more particularly described as follows:
A tract of land situated in the South Half (S1/2) of Section 21, in Township 3
South, Range 66 West, 6th P.M., in the City of Aurora, Adams County, Colorado,
and being more particularly described as follows (bearings based on the South
line of the Southwest Quarter of Section 21, N 89 degrees 53'12" W):
COMMENCING at the South Quarter corner of Section 21;
THENCE N 00 degrees 01'31" E, along the East line of the Southwest Quarter of
Section 21, a distance of 583.35 feet to the TRUE POINT OF BEGINNING of the
herein described tract;
THENCE N 89 degrees 57'17" W, a distance of 350.19 feet to the Southwest corner
of the herein described tract;
THENCE N 00 degrees 36'42" E, a distance of 687.98 feet to the Northwest corner
of the herein described tract;
THENCE S 89 degrees 57'17" E, a distance of 60.00 feet to the most Northerly
Northeast corner of the herein described tract;
THENCE S 00 degrees 36'42" E, a distance of 287.98 feet to an interior corner of
the herein described tract;
THENCE S 89 degrees 57'17" E, passing the East line of said Southwest Quarter of
Section 21 at a distance of 286.09 feet, a Total distance of 340.00 feet to the
most Easterly Northeast corner of the herein described tract;
THENCE S 00 degrees 36'42" W, a distance of 400.00 feet to the Southeast corner
of the herein described tract;
THENCE N 89 degrees 57'17" W, a distance of 49.81 feet to the True Point of
Beginning;
CONTAINING 4.070 acres (177,271 sq.ft.) of land, except oil, gas and other
minerals.
II-10
<PAGE>
DENVER COUNTY
16. NEW BARKER SUBSTATION: ADDITIONAL LAND
(MCCUSKER/ABELL TRACT)
A parcel of land more particularly described as follows:
The rear or Southeasterly 9 feet of Lots 13, 14 and 15, Block 37, East Denver,
Except that portion of Lot 15 conveyed to the City and County of Denver, a
municipal corporation in Deed recorded December 14, 1994 as Reception No.
9400185510; Together with the Northwesterly one-half of the vacated alley
adjacent to Lots 13, 14 and portion of Lot 15 described above, as vacated by
Ordinance 47, Series of 1993, recorded February 4, 1993 as Reception No.
93-0014620, Block 37, East Denver, City and County of Denver, State of Colorado
17. NEW DAKOTA SUBSTATION
A parcel of land more particularly described as follows:
Lots 14 through 22, inclusive, Lots 28 through 35, inclusive, and that part of
Lots 23 and 27 lying North and East of a line running from the Northwest corner
of Lot 23 to the Southeast corner of Lot 27, Block 41, BYER'S SUBDIVISION, City
and County of Denver, State of Colorado, being more particularly described as
follows:
Beginning at the Northwest corner of said Lot 23; thence S 89 degrees 59'04" E
along the North line of said Lots 14-23 a distance of 250.11 feet to the
Northeast corner of said Lot 14; thence S 00 degrees 00'50" W along the East
line of said Lots 14 and 35 a distance of 256.01 feet to the Southeast corner of
said Lot 35; thence N 89 degrees 58'54" W along the South line of said Lots
28-35 a distance of 200.08 feet to the Southwest corner of said Lot 28; thence N
11 degrees 02'31" W a distance of 260.85 feet to the Point of Beginning.
II-11
<PAGE>
GARFIELD COUNTY
18. (CUEA) RIFLE SUBSTATION: ADDITIONAL LAND (LRI TRACT)
A parcel of land more particularly described as follows:
TOWNSHIP 6 SOUTH, RANGE 93 WEST
SECTION 14: SE 1/4 SE 1/4 SW 1/4
GARFIELD COUNTY, COLORADO
PART THIRD.
(Miscellaneous Property)
The following residences, garages, warehouses, buildings, structures,
works and sites and the Company's lands on which the same are situated, and all
easements, rights, rights of way, permits, franchises, consents, privileges,
licenses, machinery, equipment, furniture and fixtures, appurtenances and
supplies forming a part of said residences, garages, warehouses, buildings,
structures, works and sites, or any of them, or used or enjoyed or capable of
being used or enjoyed in connection or conjunction therewith, situated in the
State of Colorado and the Counties thereof, more particularly described as
follows:
ALAMOSA COUNTY
19. ALAMOSA SERVICE STATION: ADDITIONAL LAND
A parcel of land situated in the northeast quarter of Section 9, Township 37
North, Range 10 East, N.M.P.M., County of Alamosa, State of Colorado, described
as follows:
Beginning at a point in the north/south center line of said Section, distant
South 0 degrees 37' East, along said center line, 1099.84 feet from the North
1/4 corner thereof; thence South 61 degrees 52' 30" East, along a line parallel
with and distant southwesterly 240 feet, measured at right angles from the
center line of main track of the Creede Branch, 753.26 feet; thence North 28
degrees 07' 30" East, 140.00 feet to a line parallel with and distant
southwesterly 100 feet from said center line of main track; thence North 61
degrees 52' 30" West, along last said parallel line, to the north/south
II-12
<PAGE>
center line of said Section; thence southerly, along last said center line,
159.75 feet to the point of beginning, except oil, gas and other minerals.
CLEAR CREEK COUNTY
20. FRONT RANGE WEST OPERATIONS CENTER
A parcel of land more particularly described as follows:
Portions of DUMONT Townsite and BONANZA MILL SITE, U.S. Survey No. 1230 B, lying
North of old U.S. Highway 6 and 40 and South of an existing gravel road, 1.
Beginning at a point on the Northerly Right-of-Way line of old U.S. Highway 6
and 40, from which point the Northwest corner of Section 30, Township 3 South,
Range 73 West of the 6th P.M. bears N.60 degrees 18'33"W. 952.98 feet; thence
S.88 degrees 19'42"E. along said Right-of-Way, 239.16 feet; thence S.88 degrees
00'47" E., along said Right-of-Way, 406.08 feet; thence S.86 degrees 19'36"E.
489.16 feet along said Right-of-Way; thence N.10 degrees 52'27"E. 137.66 feet to
a point on the South line of an existing gravel road; thence meandering Westerly
along said South road-line to a point of beginning (the chord bearing and
distance of this last course being S.85 degrees 54'52"W. 1161.98 feet), Clear
Creek County, Colorado.
DENVER COUNTY
21. LIPAN SERVICE CENTER: ADDITIONAL LAND
(BOYD TRACT)
Parcels of land more particularly described as follows:
Parcel 1 - Lots 1 thru 6, Block 3, Bailey's Addition to Denver, City and County
of Denver, State of Colorado.
Also,
Parcel 2 - Lots 7 to 25 inclusive, Block 3, Bailey's Addition to Denver, City
and County of Denver, State of Colorado.
Also,
Parcel 3 - Lots 26 to 38, Block 3, Bailey's Addition to Denver, City and County
of Denver, State of Colorado.
Also,
Parcel 4 - Those portions of Lots 39 and 40, in Block 3, Bailey's Addition to
Denver, described as follows: Beginning at a point on the North line of Lot 40
from whence the Northeast corner of said lot bears East along said North line a
distance of 79.36 feet; thence West along said North line of Lot 40 45.64 feet
to the Northwest corner of said Lot 40, thence South 50 feet to the Southwest
corner of Lot 39, thence East along the South line of Lot 39 102.23 feet to a
point; thence Northwesterly to the point of beginning, City and County of
Denver, State of Colorado.
II-13
<PAGE>
22. LIPAN SERVICE CENTER: ADDITIONAL LAND
(MACK TRACT)
A parcel of land more particularly described as follows:
A tract of land situate in the NW 1/4 of the NE 1/4 of Section 9, Township 4
South, Range 68 West of the 6th P.M., in the City and County of Denver, State of
Colorado, described as follows:
Beginning at a point 80.0 feet North of the Northeast corner of Block 3,
Bailey's Addition to Denver, being the Southeasterly corner of the "Crane Tract"
as recorded in Book 8459 at Page 276; thence North 89 degrees 57'00" West
(assuming for the purpose of this description that the East line of said Crane
Tract has a bearing of due North and South along the North line of West 4th
Avenue, a distance of 130.02 feet to the true point of beginning of the tract or
parcel herein described); thence North 89 degrees 57'00" West a distance of
130.50 feet to a point situate 32.00 feet Southeasterly from as measured on a
normal to the centerline of the existing Wye Track of the Denver and Rio Grande
Western Railroad Company; thence North 41 degrees 58'27" East a distance of
112.19 feet to a point situate 32.12 feet Southeasterly from as measured on a
normal to the centerline of said Wye Tract; thence North 50 degrees 41'06" East
a distance of 110.00 feet to a point situate 31.22 feet Southeasterly from as
measured on a normal to the centerline of said Wye Tract; thence North 61
degrees 27'24" East to a distance of 114.28 feet, more or less, to a point in
the East line of said Crane Tract said point situate 34.46 feet South of the
intersection of the centerline of said Wye Tract with the Easterly boundary of
said Crane Tract as measured along the Easterly boundary of said Crane Tract;
thence South along the East line of said Crane Tract a distance of 64.43 feet to
a point; thence Southwesterly on a curve to the right with a radius of 182.19
feet for an arc distance of 27.32 feet to a point at the end of curve, the long
chord of which curve bears South 46 degrees 23'20" West a distance of 27.29
feet; thence South 50 degrees 41'06" West a distance of 44.23 feet to a point;
thence South 39 degrees 18'54" East a distance of 1.75 feet to a point; thence
South 50 degrees 41'06" West a distance of 46.05 feet to a point on curve;
thence Southwesterly on a curve to the left with a radius of 204.22 feet, for an
arc distance of 78.47 feet, more or less, to the true point of beginning, the
long chord of which curve bears South 32 degrees 10'19" West a distance of 77.98
feet, City and County of Denver, State of Colorado.
23. LIPAN SERVICE CENTER: ADDITIONAL LAND
(RIO GRANDE LAND COMPANY TRACT)
Parcels of land more particularly described as follows:
Parcel 1 - A parcel of land located in the Northeast Quarter (NE 1/4) of Section
9, Township 4 South, Range 68 West of the 6th Principal Meridian, City and
County of Denver, Colorado, more particularly described as follows: COMMENCING
at the northwest corner of the East Half of the Northeast Quarter of Section 9,
Township 4 South, Range 68 West of the 6th Principal Meridian; THENCE S00
degrees 25'44"E along the easterly line of the West Half of the Northeast
Quarter of said Section 9 a distance of 1695.13 feet; THENCE N89 degrees 38'44"E
along the northerly line of Third Avenue a distance of 169.82 feet to the POINT
OF BEGINNING; THENCE N00 degrees 21'16"W a distance of 136.07 feet; THENCE along
the arc of a curve to the left having a central
II-14
<PAGE>
angle of 26 degrees 36'29", a radius of 174.20 feet, a chord bearing N13 degrees
39'30"W a distance of 80.17 feet, and an arc distance of 80.90 feet; THENCE S26
degrees 57'45"E a distance of 79.15 feet; THENCE S00 degrees 21'16"E a distance
of 143.33 feet; THENCE S89 degrees 38'44"W a distance of 17.00 feet to the POINT
OF BEGINNING; containing 2,855 SF (0.066 Acres), more or less. Also, Parcel 3 -
A parcel of land located in the Northeast Quarter (NE 1/4) of Section 9,
Township 4 South, Range 68 West of the 6th Principal Meridian, City and County
of Denver, Colorado, more particularly described as follows: COMMENCING at the
northeast corner of Block 1, Bailey's Addition to Denver; THENCE N00 degrees
25'56"W along the prolongation of the easterly line of said Block 1, Bailey's
Addition to Denver a distance of 40.00 feet; THENCE S89 degrees 36'58"W along
the centerline of vacated West 4th Avenue a distance of 256.35 feet; THENCE N00
degrees 26'46"W along a line parallel with the westerly line of Block 2,
Bailey's Addition to Denver a distance of 40.00 feet to the POINT OF BEGINNING;
THENCE N00 degrees 26'46"W continuing along said line parallel with the westerly
line of Block 2, Bailey's Addition to Denver a distance of 174.88 feet; THENCE
S53 degrees 11'52"E a distance of 138.24 feet; THENCE S44 degrees 24'03"E a
distance of 126.99 feet; THENCE S89 degrees 36'58"W along the northerly line of
said vacated 4th Avenue a distance of 198.18 feet to the POINT OF BEGINNING;
containing 18,671 SF (0.429 Acres), more or less. Also, Parcel 4 - A parcel of
land located in the Northeast Quarter (NE 1/4) of Section 9, Township 4 South,
Range 68 West of the 6th Principal Meridian, City and County of Denver,
Colorado, more particularly described as follows: COMMENCING at the northeast
corner of Block 1, Bailey's Addition to Denver; THENCE N00 degrees 25'56"W along
the prolongation of the easterly line of said Block 1, Bailey's Addition to
Denver a distance of 40.00 feet to the POINT OF BEGINNING; THENCE S89 degrees
36'58"W along the centerline of vacated 4th Avenue a distance of 256.35 feet;
THENCE N00 degrees 26'46"W a distance of 40.00 feet; THENCE N89 degrees 36'58"E
along the northerly line of said vacated 4th Avenue a distance of 198.18 feet;
THENCE S44 degrees 24'03"E a distance of 26.42 feet; THENCE N89 degrees 36'58"E
along a line 21.00 feet northerly of and parallel with the centerline of said
vacated 4th Avenue a distance of 15.71 feet; THENCE S49 degrees 22'02"E a
distance of 32.00 feet to the POINT OF BEGINNING; containing 9,070 SF (0.208
Acres), more or less. Also, Parcel 5 - A parcel of land located in the Northeast
Quarter (NE 1/4) of Section 9, Township 4 South, Range 68 West of the 6th
Principal Meridian, City and County of Denver, Colorado, more particularly
described as follows: COMMENCING at the northeast corner of Block 3, Bailey's
Addition to Denver; THENCE N00 degrees 26'46"W along the prolongation of the
easterly line of said Block 3, Bailey's Addition to Denver a distance of 80.00
feet to the POINT OF BEGINNING; THENCE S89 degrees 36'00"W along the northerly
line of West 4th Avenue non-tangent with the following described curve a
distance of 130.02 feet; THENCE the following five (5) courses along the
southeasterly deed line of a parcel recorded as a Special Warranty Deed No. 584,
dated 3-23-64 in the Rio Grande Railroad records. 1) along the arc of a curve to
the right having a central angle of 22 degrees 00'47", a radius of 204.23 feet,
a chord bearing N31 degrees 43'11"E a distance of 77.98 feet, and an arc
distance of 78.46 feet;
II-15
<PAGE>
2) THENCE N50 degrees 14'58"E non-tangent with the last described curve a
distance of 46.05 feet; 3) THENCE N39 degrees 46'02"W a distance of 1.75 feet;
4) THENCE N50 degrees 13'58"E non-tangent with the following described curve a
distance of 44.23 feet; 5) THENCE along the arc of a curve to the left having a
central angle of 8 degrees 35'30", a radius of 182.20 feet, a chord bearing N45
degrees 56'14"E a distance of 27.30 feet, and an arc distance of 27.32 feet;
THENCE N00 degrees 26'46"W along said prolongation of the easterly line of Block
3, Bailey's Addition to Denver non-tangent with the last and following described
curves a distance of 78.59 feet; THENCE along the arc of a curve to the right
having a central angle of 8 degrees 22'19", a radius of 502.67 feet, a chord
bearing N72 degrees 05'12"E a distance of 73.38 feet, and an arc distance of
73.45 feet; THENCE S00 degrees 26'46"E along a line 70.00 feet easterly of and
parallel with said easterly line of Block 3, Bailey's Addition to Denver
non-tangent with the last described curve a distance of 244.19 feet; THENCE S89
degrees 36'58"W along the northerly line of vacated West 4th Avenue a distance
of 49.98 feet; THENCE S89 degrees 36'00"W continuing along said northerly line
of vacated 4th Avenue a distance of 20.02 feet to the POINT OF BEGINNING;
containing 27,145 SF (0.623 Acres), more or less. Also, Parcel 6 - A parcel of
land located in the Northeast Quarter (NE 1/4) of Section 9, Township 4 South,
Range 68 West of the 6th Principal Meridian, City and County of Denver,
Colorado, more particularly described as follows: COMMENCING at the northwest
corner of Block 2, Bailey's Addition to Denver; THENCE S00 degrees 26'46"E along
the westerly line of said Block 2 a distance of 67.89 feet; THENCE N46 degrees
20'32"W a distance of 212.69 feet; THENCE N89 degrees 36'00"E along the
northerly line of West 4th Avenue a distance of 102.75 feet; THENCE N89 degrees
36'58"E along said northerly line of West 4th Avenue a distance of 49.98 feet;
THENCE S00 degrees 26'46"E along the prolongation of said westerly line of Block
2 a distance of 80.00 feet to the POINT OF BEGINNING; containing 11,294 SF
(0.259 Acres), more or less. Also, Parcel 7 - A parcel of land located in the
Northeast Quarter (NE 1/4) of Section 9, Township 4 South, Range 68 West of the
6th Principal Meridian, City and County of Denver, Colorado, more particularly
described as follows: COMMENCING at the southwest corner of Block 3, Bailey's
Addition to Denver, whence the southeast corner of said Block 3, Bailey's
Addition to Denver bears N89 degrees 36'58"E a distance of 266.06 feet; THENCE
S89 degrees 36'58"W a distance of 70.00 feet to the POINT OF BEGINNING; THENCE
continuing S89 degrees 36'58"W a distance of 8.55 feet; THENCE N00 degrees
25'17"W along the easterly line of Osage Street as described in Ordinance No.
153, Series of 1953 a distance of 500.03 feet; THENCE N89 degrees 36'00"E along
the prolongation of the northerly line of said Block 3 a distance of 8.55 feet;
THENCE S00 degrees 25'17"E along the westerly line of Osage Street as platted in
said Bailey's Addition to Denver a distance of 500.03 feet to the POINT OF
BEGINNING; containing 4,275 SF (0.098 Acres), more or less.
II-16
<PAGE>
24. TECHNICAL SERVICES BUILDING
(FORMERLY KNOWN AS DENVER OFFICE BUILDING, PARCEL NOS. 16-77A-H)
A parcel of land more particularly described as follows:
Lots 1 to 32,
Block 172,
East Denver,
City and County of Denver
State of Colorado
25. 5929 EAST 38TH AVENUE BUILDING
A parcel of land more particularly described as follows:
The South 235.5 feet of the property described as that part of Tracts 8 and D,
MILE-HI INDUSTRIAL DISTRICT, more particularly described as follows: Beginning
at a point on the South line of said Tract 8 which is 310 feet West of the
Southeast corner of said Tract 8; thence North along a line parallel to the East
line of said Tracts 8 and D a distance of 331.6 feet more or less to a point on
center line of said Tract D; thence West along center line of said Tract D a
distance of 80 feet; thence South parallel to the East line of said Tracts 8 and
D a distance of 331.5 feet more or less to a point on the South line of said
Tract 8; thence East along the South line of said Tract 8 a distance of 80 feet
to the Point of beginning; City and County of Denver, State of Colorado.
GARFIELD COUNTY
26. RIFLE WAREHOUSE
Parcels of land more particularly described as follows:
SE 1/4 NE 1/4 SW 1/4 OF SECTION 14, AND NE 1/4 SE 1/4 SW 1/4 OF SECTION 14, ALL
IN TOWNSHIP 6 SOUTH RANGE 93 WEST OF THE 6TH PM, GARFIELD COUNTY, COLORADO.
Also,
SW 1/4 SE 1/4 SECTION 14 TOWNSHIP 6 SOUTH RANGE 93 WEST OF THE 6TH P.M.,
GARFIELD COUNTY, COLORADO.
II-17
<PAGE>
JEFFERSON COUNTY
27. NORTH METRO HEADQUARTERS OFFICE BUILDING
A parcel of land more particularly described as follows:
That portion of the East 16 acres of the North 42.5 acres of the North one-half
of the Southeast quarter (N 1/2 SE 1/4) of Section 12, Township 3 South, Range
69 West of the 6th principal meridian, described as follows: commencing at a
point which lies 30 feet West, and a distance of 701.25 feet South of the
Northeast corner of said Southeast quarter (SE 1/4) of Section 12; thence West
along the South line of said 16 acres, being also the North line of Landsdale
Gardens, as filed in the records of Jefferson County, State of Colorado, a
distance of 732.30 feet to a point which lies a distance of 208.75 feet East of
the West line of said 16 acres; thence North, parallel with the West line, a
distance of 442.5 feet to the true point of beginning; thence continuing North
and parallel with said West line, a distance of 238.75 feet to the South line of
West 60th Avenue; thence East parallel with the North line of said Southeast
quarter (SE 1/4) of Section 12, the distance of 561.70 feet, more or less, to
the right-of-way of the Colorado State Highway Department; thence South 0
degrees 22 minutes 30 seconds East, a distance of 138.50 feet; thence South 54
degrees 27 minutes 00 seconds East, a distance of 170.4 feet; thence South 24
degrees 06 minutes 30 seconds East, a distance of 1.29 feet to a point which
lies a distance of 258.75 feet South of said North line of said Southeast
quarter (SE 1/4) of Section 12; thence West parallel to said North line of the
said Southeast quarter (SE 1/4) of section 12, a distance of 701.77 feet, more
or less, to the true point of beginning, County of Jefferson, State of Colorado,
excepting therefrom the West 208.75 feet and except that portion conveyed to the
City of Arvada in deed recorded December 17, 1985 under Reception No. 85122008
and November 13, 1986 at Reception No. 86140506, County of Jefferson, State of
Colorado.
28. NORTH METRO SERVICE CENTER
(FORMERLY ARVADA SERVICE CENTER, PARCEL NO. 30-39)
A parcel of land more particularly described as follows:
That part of Lots 1, 2 and 3 in Landsdale Gardens, lying North of the
right-of-way of Denver Northwestern and Pacific Railway, except the West 100
feet of Lot 3, and also, except the North 158 feet of the East 170 feet of the
West 270 feet of Lot 3, subject to right-of-way shown on plat of said
subdivision, County of Jefferson, State of Colorado.
ALSO KNOWN AS:
That part of Lots 1, 2 and 3 in Landsdale Gardens, lying North of the
right-of-way of Denver Northwestern and Pacific Railway, except the West 100
feet of Lot 3, and also, except that portion conveyed in deed recorded March 30,
1959 in Book 1183 at Page 444, County of Jefferson, State of Colorado.
II-18
<PAGE>
MESA COUNTY
29. MESA COUNTY OPERATIONS CENTER
A tract of land located in the SW1/4 of Section 3, Township 1 South, Range 1
West of the Ute Meridian, more particularly described as follows: Beginning at a
point 20 feet South and 30 feet West of the Northeast corner of the SW1/4 of
said Section 3; being the intersection of the South line of F1/2 Road with the
West line of 25 1/2 Road, thence West along the South line of F 1/2 Road 1108.40
feet; thence South 766.00 feet; thence East 1108.40 feet to the West line of 25
1/2 Road; thence North along said West line 766.00 feet to the point of
beginning, EXCEPT a 2.269 acre tract described as beginning at a point 20 feet
South and 30 feet West of the Northeast corner of the SW1/4 of said Section 3;
being the intersection of the South line of F 1/2 Road with the West line of 25
1/2 Road; thence West along the South line of F 1/2 Road 295.00 feet; thence
South 315.00 feet; thence East 295.00 feet to the West line of 25 1/2 Road;
thence North along said West line 315.00 feet to the point of beginning. County
of Mesa, State of Colorado.
MORGAN COUNTY
30. BRUSH SERVICE CENTER
A parcel of land more particularly described as follows:
A tract of land in the NE 1/4 of Section 34, Township 4 North, Range 56 West of
the 6th P.M., Morgan County, Colorado, more particularly described as follows:
That part of the SE 1/4 NE 1/4 of said Section 34 commencing at a point on the
Northerly right-of-way line of Interstate Highway No. 76 whence the East 1/4
corner of said Section 34 bears S89 degrees 11'W, 50.85 feet and S0 degrees
04'E, 550.0 feet; thence S50 degrees 58'30"W along said right-of-way line 383.71
feet to the True Point of Beginning; thence continuing along said right-of-way
line S50 degrees 58'30"W, 457.19 feet to the east line of a dedicated road;
thence N. 0 degrees 04'W, along said line 514.15 feet; thence N89 degrees 11'E
339.65 feet; thence S4 degrees 0'E 231.68 feet to the Point of Beginning, Morgan
County, Colorado.
PUEBLO COUNTY
31. COMANCHE STEAM PLANT: ADDITIONAL LAND (RAILROAD SPUR TRACT)
Real property consisting of a 150 degrees, more or less, wide strip of land
situated in the south half and east half of Section 19, Township 21 South, Range
64 West and in the southeast quarter of Section 24, Township 21 South, Range 65
West of the 6th Principal Meridian, in Pueblo County, Colorado, and being more
particularly described as follows (with bearings based on the west section line
of Section 20 being S 00 degrees 38' 49" E);
COMMENCING at a concrete monument with 1" rebar found for the northwest corner
of said Section 20;
II-19
<PAGE>
THENCE S 00 degrees 38' 49" E, along the west section line of said Section 20, a
distance of 688.50' to the TRUE POINT OF BEGINNING of the herein described
tract;
THENCE in a southwesterly direction in a curve to the left, having a radius of
663.17', a central angle of 69 degrees 52' 54", a chord bearing of S 49 degrees
45' 14" W and a chord length of 759.64', an arc distance of 808.85';
THENCE S 17 degrees 36' 20" W, 75' northwesterly of and parallel to the existing
railroad tracks, a distance of 3583.33' to a point on a curve;
THENCE in a southwesterly direction in a curve to the right, having a radius of
552.82', a central angle of 50 degrees 13' 04", a chord bearing of S 39 degrees
37' 54" W and a chord length of 469.17', an arc distance of 484.53' to the point
of compound curve;
THENCE in a southwesterly direction in a curve to the right having a radius of
350.00', a central angle of 28 degrees 31' 05", a chord bearing of S 78 degrees
59' 59" W and a chord length of 172.41', an arc distance of 174.21' to the point
of tangency;
THENCE N 86 degrees 44' 29" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 2006.05' to an angle point;
THENCE N 70 degrees 00' 00" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 173.58' to an angle point;
THENCE N 86 degrees 44' 29" W, 200' northerly of and parallel to the existing
railroad tracks, a distance of 169.46' to an angle point;
THENCE S 75 degrees 00' 00" W, a distance of 159.59' to an angle point;
THENCE N 86 degrees 44' 29" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 1030.86' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
937.00', a central angle of 67 degrees 10' 12", a chord bearing of N 50 degrees
06' 27" W and a chord length of 1036.65', an arc distance of 1098.48';
THENCE N 17 degrees 12' 05" W, 100' northeasterly of and parallel to the
existing railroad tracks, a distance of 278.05' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
1254.32', a central angle of 23 degrees 26' 37", a chord bearing of N 05 degrees
50' 21" W and a chord length of 509.66', an arc distance of 513.23' to an angle
point;
II-20
<PAGE>
THENCE N 84 degrees 07' 03" W, a distance of 49.96' to a point on the easterly
right-of-way line (based on a 100' R.O.W.) of an existing railroad;
THENCE S 08 degrees 03' 13" W, along said existing railroad right-of-way, a
distance of 473.47' to a point on a curve;
THENCE in a southeasterly direction in a curve to the left, having a radius of
1404.32', a central angle of 03 degrees 44' 07", a chord bearing of S 15 degrees
40' 25" E and a chord length of 91.53', an arc distance of 91.55';
THENCE S 17 degrees 12' 05" E, 50' southwesterly of and parallel to the existing
railroad tracks, a distance of 276.73' to a point on a curve;
THENCE in a southeasterly direction in a curve to the left, having a radius of
1087.00', a central angle of 67 degrees 20' 23", a chord bearing of S 50 degrees
14' 27" E and a chord length of 1205.28', an arc distance of 1277.55';
THENCE S 86 degrees 44' 29" E, 50' southwesterly of and parallel to the existing
railroad tracks, a distance of 5327.80' to an angle point;
THENCE S 70 degrees 00' 00" E, a distance of 102.41' to a point on the south
section line of Section 19;
THENCE S 86 degrees 45' 43" E, along said section line, a distance of 300.00' to
the southwest corner of Section 20;
THENCE N 00 degrees 38' 49" W, along the west section line of Section 20, a
distance of 184.52' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
2469.04', a central angle of 04 degrees 27' 24", a chord bearing of N 88 degrees
08' 49" W and a chord length of 192.0', an arc distance of 192.05';
THENCE N 86 degrees 44' 29" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 867.11' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
350.00', a central angle of 27 degrees 21' 11", a chord bearing of N 73 degrees
03' 54" W and a chord length of 165.51', an arc length of 167.09' to the point
of compound curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
577.34', a central angle of 79 degrees 20' 16", a chord bearing of N 19 degrees
43' 10" W and a chord length of 737.09', an arc length of 799.45';
II-21
<PAGE>
THENCE N 17 degrees 36' 20" E, 75' southeasterly of and parallel to the existing
railroad tracks, a distance of 3241.77' to a point on a curve;
THENCE in a northeasterly direction in a curve to the right, having a radius of
513.17', a central angle of 68 degrees 53' 51", a chord bearing of N 48 degrees
52' 48" E and a chord length of 580.57', an arc distance of 617.08' to a point
on the west section line of Section 20;
THENCE N 00 degrees 38' 49" W, along said section line, a distance of 150.64' to
the Point of Beginning, and containing 45.91 acres (1,999,804 square feet), more
or less, except oil, gas and other minerals.
SUMMIT COUNTY
32. SUMMIT COUNTY OPERATIONS CENTER
AND DIVISION HEADQUARTERS
A parcel of land more particularly described as follows:
Beginning at a point S. 33 degrees 41'52" E 1683.12 feet from the NW Corner
Section 12, Township 5 South, Range 78 West, 6th P.M., said point of beginning
is also the NW Corner of Brian and Sixth Avenue of the Silverthorne Townsite,
thence No. 26 degrees 02'35" W 1169.99 feet, thence N.0 degrees 46' E. 175.05
feet to the SW corner of Silverthorne Subdivision, thence S. 89 degrees 14' E.
560.52 feet along the South side of said subdivision, thence S.0 degrees 39'40"
E. 505.26 feet, thence N. 89 degrees 16'55" E. 41.33 feet, thence S. 26 degrees
02'35" E. 599.23 feet to point on the north side of Sixth Street of Townsite,
thence S. 63 degrees 57'25" W. 400 feet to point of beginning, Summit County,
Colorado,
EXCEPT a tract of land located within the NW 1/4 of Section 12, Township 5
South, Range 78 West of the Sixth Principal Meridian, County of Summit, State of
Colorado, and being more particularly described as follows:
Beginning at a point which is the Northwest Corner of Brian Avenue and Sixth
Street, whence the Northwest Corner of said Section 12, a brass cap, bears N33
degrees 25'24" feet distant; Thence N25 degrees 29'55"W a distance of 358.65
feet; Thence N25 degrees 51'50"W a distance of 810.11 feet; Thence N01 degrees
02'37"E a distance of 66.30 feet; Thence S25 degrees 51'50"E a distance of
869.22 feet; Thence S30 degrees 24'49"E a distance of 350.03 feet; Thence S25
degrees 35'22"E a distance of 10.00 feet; Thence S64 degrees 24'34"W a distance
of 60.00 feet to the Point of Beginning, containing 41,557.33 square feet or
0.954 acres, more or less.
II-22
<PAGE>
Exhibit 4(b)
------------------------------------------------------------
PUBLIC SERVICE COMPANY
OF COLORADO
TO
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
as Trustee
---------------------
Supplemental Indenture No. 4
Dated as of May 1, 1996
Supplemental to the Indenture
dated as of October 1, 1993
---------------------
Establishing the Securities of Series No. 3,
designated First Collateral Trust Bonds, Series No. 3
------------------------------------------------------------
<PAGE>
SUPPLEMENTAL INDENTURE NO. 4, dated as of May 1, 1996, between PUBLIC
SERVICE COMPANY OF COLORADO, a corporation duly organized and existing under the
laws of the State of Colorado (hereinafter sometimes called the "Company"), and
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association,
as successor trustee (hereinafter sometimes called the "Trustee") to Morgan
Guaranty Trust Company of New York under the Indenture, dated as of October 1,
1993 (hereinafter called the "Original Indenture"), as previously supplemented
and as further supplemented by this Supplemental Indenture No. 4. The Original
Indenture and any and all indentures and all other instruments supplemental
thereto are hereinafter sometimes collectively called the "Indenture".
Recitals of the Company
The Original Indenture was authorized, executed and delivered by the
Company to provide for the issuance from time to time of its Securities (such
term and all other capitalized terms used herein without definition having the
meanings assigned to them in the Original Indenture), to be issued in one or
more series as contemplated therein, and to provide security for the payment of
the principal of and premium, if any, and interest, if any, on the Securities.
The Company has heretofore executed and delivered to the Trustee the
Supplemental Indentures referred to in Schedule A hereto for the purpose of
establishing a series of bonds and appointing the successor Trustee.
The Company desires to establish a series of Securities to be designated
"First Collateral Trust Bonds, Series No. 3", such series of Securities to be
hereinafter sometimes called "Series No. 3".
The Company has duly authorized the execution and delivery of this
Supplemental Indenture No. 4 to establish the Securities of Series No. 3 and has
duly authorized the issuance of such Securities; and all acts necessary to make
this Supplemental Indenture No. 4 a valid agreement of the Company, and to make
the Securities of Series No. 3 valid obligations of the Company, have been
performed.
Granting Clauses
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 4 WITNESSETH, that, in
consideration of the premises and of the purchase of the Securities by the
Holders thereof, and in order to secure the payment of the principal of and
premium, if any, and interest, if any, on all Securities from time to time
Outstanding and the performance of the covenants contained therein and in the
Indenture and to declare the terms and conditions on which such Securities are
secured, the Company hereby grants, bargains, sells, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants
to the Trustee a security interest in, the following:
Granting Clause First
All right, title and interest of the Company, as of the date of the
execution and delivery of this Supplemental Indenture No. 4, in and to property
(other than Excepted Property), real, personal and mixed and wherever situated,
in any case used or to be used in or in connection with the Electric Utility
Business (whether or not such use is the sole use of such property), including
without limitation (a) all lands and interests in land described or referred to
in Schedule B hereto; (b) all other lands, easements, servitudes, licenses,
permits, rights of way and other rights and interests in or relating to real
property used or to be used in or in connection with the Electric Utility
Business or relating to the occupancy or use of such real property, subject
however, to the exceptions and exclusions set forth in clause (a) of Granting
Clause First of the Original Indenture;
<PAGE>
(c) all plants, generators, turbines, engines, boilers, fuel handling and
transportation facilities, air and water pollution control and sewage and solid
waste disposal facilities and other machinery and facilities for the generation
of electric energy; (d) all switchyards, lines, towers, substations,
transformers and other machinery and facilities for the transmission of electric
energy; (e) all lines, poles, conduits, conductors, meters, regulators and other
machinery and facilities for the distribution of electric energy; (f) all
buildings, offices, warehouses and other structures used or to be used in or in
connection with the Electric Utility Business; (g) all pipes, cables,
insulators, ducts, tools, computers and other data processing and/or storage
equipment and other equipment, apparatus and facilities used or to be used in or
in connection with the Electric Utility Business; (h) any or all of the
foregoing properties in the process of construction; and (i) all other property,
of whatever kind and nature, ancillary to or otherwise used or to be used in
conjunction with any or all of the foregoing or otherwise, directly or
indirectly, in furtherance of the Electric Utility Business;
Granting Clause Second
Subject to the applicable exceptions permitted by Section 810(c), Section
1303 and Section 1305 of the Original Indenture, all property (other than
Excepted Property) of the kind and nature described in Granting Clause First
which may be hereafter acquired by the Company, it being the intention of the
Company that all such property acquired by the Company after the date of the
execution and delivery of this Supplemental Indenture No. 4 shall be as fully
embraced within and subjected to the Lien hereof as if such property were owned
by the Company as of the date of the execution and delivery of this Supplemental
Indenture No. 4;
Granting Clause Fourth
All other property of whatever kind and nature subjected or required to be
subjected to the Lien of the Indenture by any of the provisions thereof;
Excepted Property
Expressly excepting and excluding, however, from the Lien and operation of
the Indenture all Excepted Property of the Company, whether now owned or
hereafter acquired;
TO HAVE AND TO HOLD all such property, real, personal and mixed, unto the
Trustee, its successors in trust and their assigns forever;
SUBJECT, HOWEVER, to (a) Liens existing at the date of the execution and
delivery of the Original Indenture (including, but not limited to, the Lien of
the PSCO 1939 Mortgage), (b) as to property acquired by the Company after the
date of the execution and delivery of the Original Indenture, Liens existing or
placed thereon at the time of the acquisition thereof (including, but not
limited to, the Lien of any Class A Mortgage and purchase money Liens), (c)
Retained Interests and (d) any other Permitted Liens, it being understood that,
with respect to any property which was at the date of execution and delivery of
the Original Indenture or thereafter became or hereafter becomes subject to the
Lien of any Class A Mortgage, the Lien of the Indenture shall at all times be
junior, subject and subordinate to the Lien of such Class A Mortgage;
-2-
<PAGE>
IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the Holders from time to time of all Outstanding Securities without
any priority of any such Security over any other such Security;
PROVIDED, HOWEVER, that the right, title and interest of the Trustee in and
to the Mortgaged Property shall cease, terminate and become void in accordance
with, and subject to the conditions set forth in, Article Nine of the Original
Indenture, and if, thereafter, the principal of and premium, if any, and
interest, if any, on the Securities shall have been paid to the Holders thereof,
or shall have been paid to the Company pursuant to Section 603 of the Original
Indenture, then and in that case the Indenture shall terminate, and the Trustee
shall execute and deliver to the Company such instruments as the Company shall
require to evidence such termination; otherwise the Indenture, and the estate
and rights thereby granted shall be and remain in full force and effect; and
THE PARTIES HEREBY FURTHER COVENANT AND AGREE as follows:
ARTICLE ONE
Securities of Series No. 3
There are hereby established the Securities of Series No. 3, which shall
have the terms and characteristics set forth below (the lettered subdivisions
set forth below corresponding to the lettered subdivisions of Section 301 of the
Original Indenture):
(a) the title of the Securities of such series shall be "First Collateral
Trust Bonds, Series No. 3"; provided, however, that, at any time after the
PSCO 1939 Mortgage shall have been satisfied and discharged, the Company
shall have the right, without any consent or other action by the Holders of
such Securities, to change such title in such manner as shall be deemed by
the Company to be appropriate to reflect such satisfaction and discharge,
such change to be evidenced in an Officer's Certificate;
(b) there shall be no limit upon the aggregate principal amount of the
Securities of Series No. 3 which may be authenticated and delivered under
the Indenture. The Securities of Series No. 3 shall be initially
authenticated and delivered in the aggregate principal amount of
$125,000,000;
(c) interest on the Securities of Series No. 3 shall be payable to the
Persons in whose names such Securities are registered at the close of
business on the Regular Record Date for such interest, except as otherwise
expressly provided in the form of such Securities attached as Exhibit A
hereto;
(d) the principal of the Securities of Series No. 3 shall be payable on
June 1, 2006, the Stated Maturity.
(e) the Securities of Series No. 3 shall bear interest at a rate of 7-1/8%
per annum; interest shall accrue on the Securities of Series No. 3 from May
31, 1996, or the most recent date to which interest has been paid or duly
provided for; the Interest Payment Dates for such Securities shall be June
1 and December 1 in each year, commencing December 1, 1996, and the Regular
Record Dates with respect to the Interest Payment Dates for such Securities
shall be May 15 and November 15 in each year, respectively (whether or not
a Business Day);
-3-
<PAGE>
(f) the Corporate Trust Office of First Trust of New York, National
Association in New York, New York shall be the place at which (i) the
principal of, premium, if any, and interest, if any, on the Securities of
Series No. 3 shall be payable, (ii) registration of transfer of such
Securities may be effected, (iii) exchanges of such Securities may be
effected and (iv) notices and demands to or upon the Company in respect of
such Securities and the Indenture may be served; and First Trust of New
York, National Association shall be the Security Registrar for such
Securities; provided, however, that the Company reserves the right to
change, by one or more Officer's Certificates, any such place or the
Security Registrar; and provided, further, that the Company reserves the
right to designate, by one or more Officer's Certificates, its principal
office in Denver, Colorado as any such place or itself as the Security
Registrar;
(g) the Securities of Series No. 3 shall not be redeemable prior to
maturity;
(h) not applicable;
(i) not applicable;
(j) not applicable;
(k) not applicable;
(l) not applicable;
(m) not applicable;
(n) not applicable;
(o) not applicable;
(p) not applicable;
(q) the Securities of Series No. 3 are to be initially registered in the
name of Cede & Co., as nominee for The Depository Trust Company (the
"Depositary"). Such Securities shall not be transferable or exchangeable,
nor shall any purported transfer be registered, except as follows:
(i) such Securities may be transferred in whole, and appropriate
registration of transfer effected, if such transfer is by such nominee
to the Depositary, or by the Depositary to another nominee thereof, or
by any nominee of the Depositary to any other nominee thereof, or by
the Depositary or any nominee thereof to any successor securities
depositary or any nominee thereof; and
(ii) such Securities may be exchanged for definitive Securities
registered in the respective names of the beneficial holders thereof,
and thereafter shall be transferable without restriction, if:
(A) The Depositary, or any successor securities depositary, shall
have notified the Company and the Trustee that it is unwilling or
unable to continue to act as securities depositary with respect
to such Securities and
-4-
<PAGE>
the Trustee shall not have been notified by the Company within
ninety (90) days of the identity of a successor securities
depositary with respect to such Securities;
(B) The Company shall have delivered to the Trustee a Company
Order to the effect that such Securities shall be so exchangeable
on and after a date specified therein; or
(C) (1) an Event of Default shall have occurred and be
continuing, (2) the Trustee shall have given notice of such Event
of Default pursuant to Section 1102 of the Original Indenture and
(3) there shall have been delivered to the Company and the
Trustee an Opinion of Counsel to the effect that the interests of
the beneficial owners of such Securities in respect thereof will
be materially impaired unless such owners become Holders of
definitive Securities.
(r) not applicable;
(s) no service charge shall be made for the registration of transfer or
exchange of the Securities of Series No. 3; provided, however, that the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the exchange or transfer;
(t) not applicable;
(u) (i) If the Company shall have caused the Company's indebtedness in
respect of any Securities of Series No. 3 to have been satisfied and
discharged prior to the Maturity of such Securities, as provided in Section
901 of the Original Indenture, the Company shall, promptly after the date
of such satisfaction and discharge, give a notice to each Person who was a
Holder of any of such Securities on such date stating (A)(1) the aggregate
principal amount of such Securities and (2) the aggregate amount of any
money (other than amounts, if any, deposited in respect of accrued interest
on such Securities) and the aggregate principal amount of, the rate or
rates of interest on, and the aggregate fair market value of, any Eligible
Obligations deposited pursuant to Section 901 of the Original Indenture
with respect to such Securities and (B) that the Company will provide (and
the Company shall promptly so provide) to such Person, or any beneficial
owner of such Securities holding through such Person (upon written request
to the Company sent to an address specified in such notice), such other
information as such Person or beneficial owner, as the case may be,
reasonably may request in order to enable it to determine the federal
income tax consequences to it resulting from the satisfaction and discharge
of the Company's indebtedness in respect of such Securities. Thereafter,
the Company shall, within forty-five (45) days after the end of each
calendar year, give to each Person who at any time during such calendar
year was a Holder of such Securities a notice containing (X) such
information as may be necessary to enable such Person to report its income,
gain or loss for federal income tax purposes with respect to such
Securities or the assets held on deposit in respect thereof during such
calendar year or the portion thereof during which such Person was a Holder
of such Securities, as the case may be (such information to be set forth
for such
-5-
<PAGE>
calendar year as a whole and for each month during such year) and (Y) a
statement to the effect that the Company will provide (and the Company
shall promptly so provide) to such Person, or any beneficial owner of such
Securities holding through such Person (upon written request to the Company
sent to an address specified in such notice), such other information as
such Person or beneficial owner, as the case may be, reasonably may request
in order to enable it to determine its income, gain or loss for federal
income tax purposes with respect to such Securities or such assets for such
year or portion thereof, as the case may be. The obligation of the Company
to provide or cause to be provided information for purposes of income tax
reporting by any Person as described in the first two sentences of this
paragraph shall be deemed to have been satisfied to the extent that the
Company has provided or caused to be provided substantially comparable
information pursuant to any requirements of the Internal Revenue Code of
1986, as amended from time to time (the "Code") and United States Treasury
regulations thereunder.
(ii) Notwithstanding the provisions of subparagraph (i) above, the
Company shall not be required to give any notice specified in such
subparagraph or to otherwise furnish any of the information
contemplated therein if the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize income, gain or loss for federal income
tax purposes as a result of the satisfaction and discharge of the
Company's indebtedness in respect of such Securities and such Holders
will be subject to federal income taxation on the same amounts and in
the same manner and at the same times as if such satisfaction and
discharge had not occurred.
(iii) Anything in this clause (u) to the contrary notwithstanding, the
Company shall not be required to give any notice specified in
subparagraph (i) or to otherwise furnish the information contemplated
therein or to deliver any Opinion of Counsel contemplated by
subparagraph (ii) if the Company shall have caused Securities of
Series No. 3 to be deemed to have been paid for purposes of the
Indenture, as provided in Section 901 of the Original Indenture, but
shall not have effected the satisfaction and discharge of its
indebtedness in respect of such Securities pursuant to such Section.
(v) The Securities of Series No. 3 shall be substantially in the form
attached hereto as Exhibit A and shall have such further terms as are set
forth in such form.
ARTICLE TWO
Miscellaneous Provisions
This Supplemental Indenture No. 4 is a supplement to the Original
Indenture. As previously supplemented and further supplemented by this
Supplemental Indenture No. 4, the Original Indenture is in all respects
ratified, approved and confirmed, and the Original Indenture, all previous
supplements thereto and this Supplemental Indenture No. 4 shall together
constitute one and the same instrument.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 4 to be duly executed as of the day and year first above written.
PUBLIC SERVICE COMPANY OF COLORADO
By: /s/ R. C. Kelly
R. C. Kelly
Senior Vice President,
Treasurer, and Chief Financial Officer
FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION,
Trustee
By: /s/ Frank J. Gillhaus, Jr.
Frank J. Gillhaus, Jr.
Vice President
-7-
<PAGE>
STATE OF COLORADO )
) ss.:
CITY AND COUNTY OF DENVER )
On the 28th day of May, 1996, before me personally came R. C. Kelly to me
known, who, being by me duly sworn, did depose and say that he is a Senior Vice
President of Public Service Company of Colorado, one of the corporations
described in and which executed the foregoing instrument; and that he signed his
name thereto by authority of the Board of Directors of said corporation.
/s/ Jo Lynn R. Rife
Jo Lynn R. Rife
Notary Public, State of Colorado
Commission Expires April 27, 1998
-8-
<PAGE>
STATE OF NEW YORK )
) ss.:
CITY AND COUNTY OF NEW YORK )
On the 28th day of May, 1996, before me personally came Frank J. Gillhaus,
Jr., to me known, who, being by me duly sworn, did depose and say that he is a
Vice President of First Trust of New York, National Association, the banking
association described in and which executed the foregoing instrument; and that
he signed his name thereto by authority of the Board of Directors of said
banking association.
/s/ Christine M. Bastone
Christine M. Bastone
Notary Public, State of New York
Commission Expires August 14, 1997
-9-
<PAGE>
EXHIBIT A
FORM OF SECURITY
(See legend at the end of this Security for
restrictions on transfer and change of form)
PUBLIC SERVICE COMPANY OF COLORADO
First Collateral Trust Bond, Series No. 3
Original Interest Accrual Date: May 31, 1996
Interest Rate: 7-1/8%
Stated Maturity: June 1, 2006
Interest Payment Dates: June 1 and December 1
Regular Record Dates: May 15 and November 15
This Security is not a Discount Security within the meaning
of the within-mentioned Indenture.
-----------------------------------------
Principal Amount Registered No.
$ CUSIP
PUBLIC SERVICE COMPANY OF COLORADO, a corporation duly organized and
existing under the laws of the State of Colorado (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars on the Stated Maturity specified above, and to pay interest thereon
from the Original Interest Accrual Date specified above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on the Interest Payment Dates specified above in each
year, commencing on December 1, 1996, and at Maturity, at the Interest Rate per
annum specified above, until the principal hereof is paid or duly provided for.
The interest so payable, and paid or duly provided for, on any Interest Payment
Date shall, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date specified above (whether or not a
Business Day) next preceding such Interest Payment Date. Notwithstanding the
foregoing, interest payable at Maturity shall be paid to the Person to whom
principal shall be paid. Except as otherwise provided in said Indenture, any
such interest not so paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor
A-1
<PAGE>
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Securities of this series not less than 15
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of this Security and interest hereon at Maturity
shall be made upon presentation of this Security at the Corporate Trust Office
of First Trust of New York, National Association, in New York, New York or at
such other office or agency as may be designated for such purpose by the Company
from time to time. Payment of interest on this Security (other than interest at
Maturity) shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register, except that if
such Person shall be a securities depositary, such payment may be made by such
other means in lieu of check as shall be agreed upon by the Company, the Trustee
and such Person. Payment of the principal of and interest on this Security, as
aforesaid, shall be made in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and issuable in one or more
series under and equally secured by an Indenture, dated as of October 1, 1993
(such Indenture as originally executed and delivered and as supplemented or
amended from time to time thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein called the
"Indenture"), between the Company and First Trust of New York, National
Association, as successor trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the property mortgaged, pledged and held in trust, the nature and extent of the
security and the respective rights, limitations of rights, duties and immunities
of the Company, the Trustee and the Holders of the Securities thereunder and of
the terms and conditions upon which the Securities are, and are to be,
authenticated and delivered and secured. The acceptance of this Security shall
be deemed to constitute the consent and agreement by the Holder hereof to all of
the terms and provisions of the Indenture. This Security is one of the series
designated above.
If any Interest Payment Date or the Stated Maturity shall not be a Business
Day (as hereinafter defined), payment of the amounts due on this Security on
such date may be made on the next succeeding Business Day; and, if such payment
is made or duly provided for on such Business Day, no interest shall accrue on
such amounts for the period from and after such Interest Payment Date or Stated
Maturity, as the case may be, to such Business Day.
This Security is not subject to redemption prior to the Stated Maturity
hereof.
If an Event of Default shall occur and be continuing, the principal of this
Security may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however,
that if there shall be Securities of more than one series Outstanding under the
Indenture and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only
A-2
<PAGE>
of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the Securities of any
series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and provided, further, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes
without the consent of any Holders of Securities. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities then Outstanding, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in the Indenture and subject to certain limitations therein set
forth, this Security or any portion of the principal amount hereof will be
deemed to have been paid for all purposes of the Indenture and to be no longer
Outstanding thereunder, and, at the election of the Company, the Company's
entire indebtedness in respect thereof will be satisfied and discharged, if
there has been irrevocably deposited with the Trustee or any Paying Agent (other
than the Company), in trust, money in an amount which will be sufficient and/or
Eligible Obligations, the principal of and interest on which when due, without
regard to any reinvestment thereof, will provide moneys which, together with
moneys so deposited, will be sufficient, to pay when due the principal of and
interest on this Security when due.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office of
First Trust of New York, National Association, in New York, New York or such
other office or agency as may be designated by the Company from time to time,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series of authorized denominations and of like tenor
and aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only as registered Securities,
without coupons, and in denominations of $1,000 and integral multiples thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of the same series, of any authorized denominations, as
requested by the Holder surrendering the same, and of like tenor upon surrender
of the Security or Securities to be exchanged at the office of First Trust of
New York, National Association, in New York, New York or such other office or
agency as may be designated by the Company from time to time.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the absolute owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
A-3
<PAGE>
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
As used herein "Business Day" means any day, other than a Saturday or
Sunday, which is not a day on which banking institutions or trust companies in
The City of New York, New York or other city in which is located any office or
agency maintained for the payment of principal or interest on this Security, are
authorized or required by law, regulation or executive order to remain closed.
All other terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse shall be had for the payment of
the principal of or interest on any Securities, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the
Indenture, against, and no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, shareholder, officer or director, as such, past,
present or future of the Company or of any predecessor or successor corporation
(either directly or through the Company or a predecessor or successor
corporation), whether by virtue of any constitutional provision, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly agreed and understood that the Indenture and all the Securities
are solely corporate obligations and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the
Securities.
Unless the certificate of authentication hereon has been executed by the
Trustee or an Authenticating Agent by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and its corporate seal to be hereunto affixed and attested.
PUBLIC SERVICE COMPANY OF COLORADO
By:
[Title]
Attest:
[Title]
A-4
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated:
FIRST TRUST OF NEW YORK, OR FIRST TRUST OF NEW YORK,
National Association, National Association,
as Trustee as Trustee
By: By:[ ],
Authorized Officer as Authenticating Agent
By:
Authorized Officer
This Security may not be transferred or exchanged, nor may any purported
transfer be registered, except (i) this Security may be transferred in whole,
and appropriate registration of transfer effected, if such transfer is by Cede &
Co., as nominee for The Depository Trust Company (the "Depositary"), to the
Depositary, or by the Depositary to another nominee thereof, or by any nominee
of the Depositary to any other nominee thereof, or by the Depositary or any
nominee thereof to any successor securities depositary or any nominee thereof;
and (ii) this Security may be exchanged for definitive Securities registered in
the respective names of the beneficial holders hereof, and thereafter shall be
transferable without restrictions if: (A) the Depositary, or any successor
securities depositary, shall have notified the Company and the Trustee that it
is unwilling or unable to continue to act as securities depositary with respect
to the Securities and the Trustee shall not have been notified by the Company
within ninety (90) days of the identity of a successor securities depositary
with respect to the Securities; (B) the Company shall have delivered to the
Trustee a Company Order to the effect that the Securities shall be so
exchangeable on and after a date specified therein; or (C)(1) an Event of
Default shall have occurred and be continuing, (2) the Trustee shall have given
notice of such Event of Default pursuant to Section 1102 of the Indenture and
(3) there shall have been delivered to the Company and the Trustee an Opinion of
Counsel to the effect that the interests of the beneficial owners of the
Securities in respect thereof will be materially impaired unless such owners
become Holders of definitive Securities. ___________________
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
A-5
<PAGE>
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
- --------------------------------------------------------------------------------
[please insert social security or other identifying number of assignee]
- --------------------------------------------------------------------------------
[please print or typewrite name and address of assignee]
- --------------------------------------------------------------------------------
the within Security of PUBLIC SERVICE COMPANY OF COLORADO and does hereby
irrevocably constitute and appoint __________________________________ ,
Attorney, to transfer said Security on the books of the within-mentioned
Company, with full power of substitution in the premises.
Dated:__________________________
------------------------------------------------------
Notice: The signature to this assignment must correspond with the name as
written upon the face of the Security in every particular without
alteration or enlargement or any change whatsoever.
A-6
<PAGE>
SCHEDULE A
SUPPLEMENTAL INDENTURES
Date of Principal
Supplemental Principal Amount
Indenture Series of Bonds Amount Issued Outstanding
November 1, 1993 Series No. 1 $134,500,000 $134,500,000
January 1, 1994 Series No. 2 due 2001 $102,667,000 $102,667,000
and
Series No. 2 due 2024 $110,000,000 $110,000,000
September 2, 1994 None None None
(Appointment of
Successor Trustee)
================================================================================
I-1
<PAGE>
SCHEDULE B
DESCRIPTION OF PROPERTY
The following properties are situated in the State of Colorado and the counties
thereof:
ADAMS COUNTY
1. BENNETT ASH DISPOSAL SITE
A parcel of land more particularly described as follows:
THAT PART OF EAST ONE-HALF OF SECTION 25, TOWNSHIP 2 SOUTH, RANGE 64 WEST OF THE
SIXTH PRINCIPAL MERIDIAN, COUNTY OF ADAMS, STATE OF COLORADO, DESCRIBED AS:
BEGINNING AT THE EAST ONE-QUARTER CORNER OF SAID SECTION 25; THENCE N88 DEGREES
28'44"W ALONG THE NORTH LINE OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 25 A
DISTANCE OF 30.01 FEET TO A POINT ON THE WEST RIGHT-OF-WAY LINE OF SCHUMAKER
ROAD, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE S00 DEGREES
11'50"W ALONG SAID WEST RIGHT-OF- WAY LINE A DISTANCE OF 1,320.69 FEET TO A
POINT ON THE SOUTH LINE OF THE NORTHEAST ONE-QUARTER OF THE SOUTHEAST
ONE-QUARTER OF SAID SECTION 25; THENCE N88 DEGREES 32'55"W ALONG THE SOUTH LINE
OF THE NORTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 25 A DISTANCE
OF 1,467.20 FEET TO A POINT; THENCE N00 DEGREES 16'07"E A DISTANCE OF 1,322.44
FEET TO A POINT ON THE SOUTH LINE OF THE NORTHEAST ONE-QUARTER OF SAID SECTION
25; THENCE S88 DEGREES 28'44"E ALONG SAID SOUTH LINE A DISTANCE OF 170.06 FEET
TO THE SOUTHWEST CORNER OF THE SOUTHEAST ONE-QUARTER OF THE NORTHEAST
ONE-QUARTER OF SAID SECTION 25; THENCE N00 DEGREES 20'15"E ALONG THE WEST LINE
OF THE SOUTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 25 A
DISTANCE OF 1,028.10 FEET TO A POINT; THENCE N56 DEGREES 17'47"E A DISTANCE OF
1,563.01 FEET TO A POINT 30.00 FEET WEST OF THE EAST LINE OF THE NORTHEAST
ONE-QUARTER OF SAID SECTION 25, SAID POINT BEING ON THE WEST RIGHT-OF-WAY LINE
OF SCHUMAKER ROAD; THENCE S00 DEGREES 20'05"W ALONG SAID WEST RIGHT-OF-WAY LINE
A DISTANCE OF 1,929.81 FEET TO THE TRUE POINT OF BEGINNING, COUNTY OF ADAMS,
STATE OF COLORADO
2. FRONT RANGE SUBSTATION
A parcel of land more particularly described as follows:
A PARCEL OF LAND LOCATED IN THE SW 1/4 SECTION 17, TOWNSHIP 3 SOUTH, RANGE 64
WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY OF AURORA, ADAMS COUNTY, COLORADO, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SW CORNER OF SAID SECTION 17;
THENCE N0 DEGREES 33'00"E, ALONG THE WEST SECTION LINE OF SAID SW
1/4 SECTION 17, A DISTANCE OF 1317.50 FEET TO A POINT;
<PAGE>
THENCE S87 DEGREES 56'12"E, PARALLEL TO THE SOUTH LINE OF SAID SW 1/4 SECTION
17, A DISTANCE OF 30.01 FEET TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF IMBODEN
MILE ROAD, ALSO BEING THE TRUE POINT OF BEGINNING;
THENCE, CONTINUING S87 DEGREES 56'12"E, PARALLEL TO THE SOUTH
LINE OF SAID SW 1/4 SECTION 17, A DISTANCE OF 470.14 FEET TO A
POINT;
THENCE, N0 DEGREES 33'00"E, PARALLEL TO THE WEST LINE OF SAID SW
1/4 SECTION 17, A DISTANCE OF 400.14 FEET TO A POINT;
THENCE N87 DEGREES 56'12"W, PARALLEL TO THE SOUTH LINE OF SAID SW 1/4 SECTION
17, A DISTANCE OF 470.16 FEET TO A POINT ON THE EAST RIGHT-OF-WAY LINE OF SAID
IMBODEN MILE ROAD; THENCE S0 DEGREES 33'00"W, ALONG SAID EAST RIGHT-OF-WAY LINE
OF IMBODEN MILE ROAD AND PARALLEL TO THE WEST LINE OF SAID SW 1/4 SECTION 17, A
DISTANCE OF 400.14 FEET TO THE POINT OF BEGINNING, except water, oil, gas and
other minerals.
3. PICADILLY SUBSTATION
A parcel of land more particularly described as follows:
A 3.874 acres tract of land in the Northwest Quarter (1/4) of Section 36
in Township 3 South, Range 66 West of the 6th Principle Meridian, in Adams
County, Colorado, said tract being more particularly described as follows (with
bearing based on the West section line of Section 36):
COMMENCING at the Northwest corner of Section 36;
THENCE S 01 degrees 20'28" E, along the West line of the Northwest Quarter
of Section 36, a distance of 1236.27' to a point on the North right-of-way
line of the Union Pacific Railroad 400' right-of-way;
THENCE S 85 degrees 06'32" W, along said railroad right-of-way, a distance
of 502.97' to the Southwest corner and TRUE POINT OF BEGINNING of the
herein described tract;
THENCE N 01 degrees 20'28" W, parallel to and 500' West of the West line
of the Northwest Quarter of Section 36, a distance of 400.00' to the
Northwest corner of the herein described tract;
THENCE N 88 degrees 39'32" E, a distance of 400.00' to the Northeast
corner of the herein described tract;
THENCE S 01 degrees 20'28" E, a distance of 443.68' to a point in the
North right-of-way line of said railroad 400' right-of-way;
THENCE N 85 degrees 06'32" W, along said railroad right-of-way, a distance
of 402.38' to the Point of Beginning, and containing 3.874 acres (168,736
sq.ft.) of land.
<PAGE>
4. TOWER SUBSTATION SITE
A parcel of land more particularly described as follows:
A tract of land situated in the South Half (S1/2) of Section 21, in Township 3
South, Range 66 West, 6th P.M., in the City of Aurora, Adams County, Colorado,
and being more particularly described as follows (bearings based on the South
line of the Southwest Quarter of Section 21, N 89 degrees 53'12" W):
COMMENCING at the South Quarter corner of Section 21;
THENCE N 00 degrees 01'31" E, along the East line of the Southwest Quarter of
Section 21, a distance of 583.35 feet to the TRUE POINT OF BEGINNING of the
herein described tract;
THENCE N 89 degrees 57'17" W, a distance of 350.19 feet to the Southwest corner
of the herein described tract;
THENCE N 00 degrees 36'42" E, a distance of 687.98 feet to the Northwest corner
of the herein described tract;
THENCE S 89 degrees 57'17" E, a distance of 60.00 feet to the most Northerly
Northeast corner of the herein described tract;
THENCE S 00 degrees 36'42" E, a distance of 287.98 feet to an interior corner of
the herein described tract;
THENCE S 89 degrees 57'17" E, passing the East line of said Southwest Quarter of
Section 21 at a distance of 286.09 feet, a Total distance of 340.00 feet to the
most Easterly Northeast corner of the herein described tract;
THENCE S 00 degrees 36'42" W, a distance of 400.00 feet to the Southeast corner
of the herein described tract;
THENCE N 89 degrees 57'17" W, a distance of 49.81 feet to the True Point of
Beginning;
CONTAINING 4.070 acres (177,271 sq.ft.) of land, except oil, gas and other
minerals.
ALAMOSA COUNTY
5. ALAMOSA SERVICE STATION: ADDITIONAL LAND
A parcel of land situated in the northeast quarter of Section 9, Township 37
North, Range 10 East, N.M.P.M., County of Alamosa, State of Colorado, described
as follows:
Beginning at a point in the north/south center line of said Section, distant
South 0 degrees 37' East, along said center line, 1099.84 feet from the North
1/4 corner thereof; thence South 61 degrees 52' 30" East, along a line parallel
with and distant southwesterly 240 feet, measured at right angles from the
center line of main track of the Creede Branch, 753.26 feet; thence North 28
degrees 07' 30" East, 140.00 feet to a line parallel with and distant
southwesterly 100 feet from said center line of main track; thence North 61
degrees 52' 30" West, along last said parallel line, to the north/south center
line of said Section; thence southerly, along last said center line, 159.75 feet
to the point of beginning, except oil, gas and other minerals.
<PAGE>
BOULDER COUNTY
6. BAILEY METER STATION: ADDITIONAL LAND
(CDOT TRACT NO. 19B)
A tract or parcel of land No. 19B of the Colorado Department of
Transportation, Project No. FCU(CX)CXCY 287-3(37) containing 0.0034 acres (150
square feet), more or less, in the S.W.1/4 of Section 14, Township 1 South,
Range 69 West, of the Sixth Principal Meridian, in Boulder County, Colorado,
said tract or parcel of land being more particularly described as follows;
The Westerly 6.00 feet of Lot 24 Block 1 in the Townsite of Clarkston,
according to the plat thereof, which is recorded in Book 2 at Page 119 of the
Boulder County Colorado Records, more particularly described as follows;
Commencing at the S.W. corner of the said S.W.1/4; thence S89 degrees 32'13"E
and along the Southerly line of the said S.W.1/4, a distance of 390.00 feet to
the extended Westerly line of said Block 1; thence N00 degrees 05'24"W and along
the said extended Westerly line a distance of 30.00 feet to the S.W. corner of
said Lot 24 and the True Point of Beginning;
1. Thence N00 degrees 05'24"W and along the Westerly line of the said Lot
24, a distance of 25.00 feet to the N.W. corner of said Lot 24;
2. Thence S89 degrees 32'13"E and along the Northerly line of said Lot
24, a distance of 6.00 feet;
3. Thence S00 degrees 05'24"E, a distance of 25.00 feet to the Southerly
line of said Lot 24;
4. Thence N89 degrees 32'13"W and along the said Southerly line of Lot
24, a distance of 6.00 feet to the True Point of Beginning.
The above described parcel contains 0.0034 acres (150 square feet) more or
less.
7. BAILEY METER STATION: ADDITIONAL LAND
(CDOT TRACT NO. 35R)
A tract or parcel of land No. 35R of the Colorado Department of
Transportation, Project No. FCU- NH(CX)-CX-CY 287-3(37) containing 0.0172 acres
(750 square feet) more or less, in the S.W.1/4 of Section 14, Township 1 South,
Range 69 West of the 6th Principal Meridian, in Boulder County, Colorado, said
tract or parcel of land being more particularly described as follows:
One half of vacated Grace St. adjoining Lot 24 Block 1 in the Townsite of
Clarkston, according to the plat thereof, which is recorded in Book 2 at Page
119 of the Boulder County, Colorado Records, more particularly described as
follows:
Commencing at the S.W. corner of the said S.W.1/4; thence S89 degrees
32'13"E and along the Southerly line of the said S.W.1/4, a distance of 360.00
feet to the extended centerline of said Grace St.; thence N00 degrees 03'24"W
and along the said extended centerline a distance of 30.00 feet to the extended
Southerly line of said Block 1 and the True Point of Beginning;
<PAGE>
1. Thence continuing along the aforementioned course N00 degrees 05'24"W,
a distance of 25.00 feet to the extended Northerly line of said Lot
24;
2. Thence S89 degrees 32'13"E and along the said extended Northerly line,
a distance of 30.00 feet to the N.W. corner of said Lot 24;
3. Thence S00 degrees 05'24"E and along the Westerly line of said Lot 24,
a distance of 25.00 feet to the Southwest corner of said Lot 24;
4. Thence N89 degrees 32'13"W and along the extended Southerly line of
said Lot 24, a distance of 30.00 feet to the True Point of Beginning.
The above described parcel contains 0.0172 acres (750 square feet) more or
less.
8. BOULDER JUNCTION VALVE SETTING: ADDITIONAL LAND
A tract of Land located in the Southeast one-quarter of Section 32, Township 1
North, Range 69 West of the Sixth Principal Meridian, Boulder County, Colorado,
being described as follows:
Commencing at the Southeast corner of Section 32, Township 1 North, Range 69
West, thence N00 degrees 05'14"E along the east line of the Southeast
one-quarter of said Section 32, a distance of 390.00 feet to the Southeast
corner of a tract of land described in the deed recorded in Film 531 under
Reception Number 780632 of the Boulder County Real Estate Records; thence N89
degrees 54'46"W and along the south line of said tract, a distance of 61.10 feet
to the point of beginning on the west line of Colorado State Highway number 42;
thence S00 degrees 05'14"W and along said west line a distance of 25.00 feet;
thence N89 degrees 54'46"W and parallel with the south line of said tract, a
distance of 113.90 feet; thence N00 degrees 05'14"E and parallel with the west
line of said tract, a distance of 100.00 feet; thence S89 degrees 54'46"E and
parallel with the north line of said tract, a distance of 113.90 feet, to the
west line of Colorado State Highway Number 42; thence S00 degrees 56'14"W and
along said line a distance of 75.00 feet, to the point of beginning.
CLEAR CREEK COUNTY
9. FRONT RANGE WEST OPERATIONS CENTER
A parcel of land more particularly described as follows:
Portions of DUMONT Townsite and BONANZA MILL SITE, U.S. Survey No. 1230 B, lying
North of old U.S. Highway 6 and 40 and South of an existing gravel road, 1.
Beginning at a point on the Northerly Right- of-Way line of old U.S. Highway 6
and 40, from which point the Northwest corner of Section 30, Township 3 South,
Range 73 West of the 6th P.M. bears N.60 degrees 18'33"W. 952.98 feet; thence
S.88 degrees 19'42"E. along said Right-of-Way, 239.16 feet; thence S.88 degrees
00'47" E., along said Right-of-Way, 406.08 feet; thence S.86 degrees 19'36"E.
489.16 feet along said Right-of-Way; thence N.10 degrees 52'27"E. 137.66 feet to
a point on the South line of an existing gravel road; thence meandering Westerly
along said South road-line to a point of beginning (the chord bearing and
distance of this last course being S.85 degrees 54'52"W. 1161.98 feet), Clear
Creek County, Colorado.
<PAGE>
10. GEORGETOWN HYDRO POWER PLANT: ADDITIONAL LAND
(SCANLAN TRACT)
A PORTION OF A TRACT OF LAND KNOWN AS THE P. SCANLAN TRACT, SOUTHERLY OF LOT 12,
BLOCK 36, TOWN OF GEORGETOWN, LOCATED IN THE NORTH 1/2 OF SECTION 17, TOWNSHIP 4
SOUTH, RANGE 74 WEST OF THE 6TH P.M., COUNTY OF CLEAR CREEK, STATE OF COLORADO,
AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWESTERLY CORNER OF SAID LOT 12; THENCE S 36 DEGREES
41'03" W ALONG THE WESTERLY LINE OF SAID LOT 12, A DISTANCE OF 59.00 FEET TO THE
NORTHWEST CORNER OF SAID P. SCANLAN TRACT, THE POINT OF BEGINNING; THENCE S 2
DEGREES 43'00"E, A DISTANCE OF 18.34 FEET TO A POINT ON THE SOUTHERLY LINE OF
SAID P. SCANLAN TRACT; THENCE N 89 DEGREES 08'57"W ALONG SAID SOUTHERLY LINE, A
DISTANCE OF 14.36 FEET TO THE SOUTHWEST CORNER OF SAID P. SCANLAN TRACT; THENCE
N 36 DEGREES 41'03" E ALONG THE NORTHWESTERLY LINE OF SAID P. SCANLAN TRACT, A
DISTANCE OF 22.57 FEET TO THE POINT OF BEGINNING; SAID DESCRIBED TRACT
CONTAINING 131 SQUARE FEET (0.003 ACRE), MORE OR LESS.
DENVER COUNTY
11. LIPAN SERVICE CENTER: ADDITIONAL LAND
(BOYD TRACT)
Parcels of land more particularly described as follows:
Parcel 1 - Lots 1 thru 6, Block 3, Bailey's Addition to Denver, City and County
of Denver, State of Colorado.
Also,
Parcel 2 - Lots 7 to 25 inclusive, Block 3, Bailey's Addition to Denver, City
and County of Denver, State of Colorado.
Also,
Parcel 3 - Lots 26 to 38, Block 3, Bailey's Addition to Denver, City and County
of Denver, State of Colorado.
Also,
Parcel 4 - Those portions of Lots 39 and 40, in Block 3, Bailey's Addition to
Denver, described as follows: Beginning at a point on the North line of Lot 40
from whence the Northeast corner of said lot bears East along said North line a
distance of 79.36 feet; thence West along said North line of Lot 40 45.64 feet
to the Northwest corner of said Lot 40, thence South 50 feet to the Southwest
corner of Lot 39, thence East along the South line of Lot 39 102.23 feet to a
point; thence Northwesterly to the point of beginning, City and County of
Denver, State of Colorado.
<PAGE>
12. LIPAN SERVICE CENTER: ADDITIONAL LAND
(MACK TRACT)
A parcel of land more particularly described as follows:
A tract of land situate in the NW 1/4 of the NE 1/4 of Section 9, Township 4
South, Range 68 West of the 6th P.M., in the City and County of Denver, State of
Colorado, described as follows:
Beginning at a point 80.0 feet North of the Northeast corner of Block 3,
Bailey's Addition to Denver, being the Southeasterly corner of the "Crane Tract"
as recorded in Book 8459 at Page 276; thence North 89 degrees 57'00" West
(assuming for the purpose of this description that the East line of said Crane
Tract has a bearing of due North and South along the North line of West 4th
Avenue, a distance of 130.02 feet to the true point of beginning of the tract or
parcel herein described); thence North 89 degrees 57'00" West a distance of
130.50 feet to a point situate 32.00 feet Southeasterly from as measured on a
normal to the centerline of the existing Wye Track of the Denver and Rio Grande
Western Railroad Company; thence North 41 degrees 58'27" East a distance of
112.19 feet to a point situate 32.12 feet Southeasterly from as measured on a
normal to the centerline of said Wye Tract; thence North 50 degrees 41'06" East
a distance of 110.00 feet to a point situate 31.22 feet Southeasterly from as
measured on a normal to the centerline of said Wye Tract; thence North 61
degrees 27'24" East to a distance of 114.28 feet, more or less, to a point in
the East line of said Crane Tract said point situate 34.46 feet South of the
intersection of the centerline of said Wye Tract with the Easterly boundary of
said Crane Tract as measured along the Easterly boundary of said Crane Tract;
thence South along the East line of said Crane Tract a distance of 64.43 feet to
a point; thence Southwesterly on a curve to the right with a radius of 182.19
feet for an arc distance of 27.32 feet to a point at the end of curve, the long
chord of which curve bears South 46 degrees 23'20" West a distance of 27.29
feet; thence South 50 degrees 41'06" West a distance of 44.23 feet to a point;
thence South 39 degrees 18'54" East a distance of 1.75 feet to a point; thence
South 50 degrees 41'06" West a distance of 46.05 feet to a point on curve;
thence Southwesterly on a curve to the left with a radius of 204.22 feet, for an
arc distance of 78.47 feet, more or less, to the true point of beginning, the
long chord of which curve bears South 32 degrees 10'19" West a distance of 77.98
feet, City and County of Denver, State of Colorado.
13. LIPAN SERVICE CENTER: ADDITIONAL LAND
(RIO GRANDE LAND COMPANY TRACT)
Parcels of land more particularly described as follows:
Parcel 1 - A parcel of land located in the Northeast Quarter (NE 1/4) of Section
9, Township 4 South, Range 68 West of the 6th Principal Meridian, City and
County of Denver, Colorado, more particularly described as follows: COMMENCING
at the northwest corner of the East Half of the Northeast Quarter of Section 9,
Township 4 South, Range 68 West of the 6th Principal Meridian; THENCE S00
degrees 25'44"E along the easterly line of the West Half of the Northeast
Quarter of said Section 9 a distance of 1695.13 feet; THENCE N89 degrees 38'44"E
along the northerly line of Third Avenue a distance of 169.82 feet to the POINT
OF BEGINNING; THENCE N00 degrees 21'16"W a distance of 136.07 feet; THENCE along
the arc of a curve to the left having a central angle of 26 degrees 36'29", a
radius of 174.20 feet, a chord bearing N13 degrees 39'30"W a distance of 80.17
feet, and an arc distance of 80.90 feet; THENCE S26 degrees 57'45"E a distance
of 79.15 feet; THENCE S00 degrees 21'16"E a distance of 143.33 feet; THENCE S89
degrees 38'44"W a distance of 17.00 feet to the POINT OF BEGINNING; containing
2,855 SF (0.066 Acres), more or less.
Also,
<PAGE>
Parcel 3 - A parcel of land located in the Northeast Quarter (NE 1/4) of Section
9, Township 4 South, Range 68 West of the 6th Principal Meridian, City and
County of Denver, Colorado, more particularly described as follows: COMMENCING
at the northeast corner of Block 1, Bailey's Addition to Denver; THENCE N00
degrees 25'56"W along the prolongation of the easterly line of said Block 1,
Bailey's Addition to Denver a distance of 40.00 feet; THENCE S89 degrees 36'58"W
along the centerline of vacated West 4th Avenue a distance of 256.35 feet;
THENCE N00 degrees 26'46"W along a line parallel with the westerly line of Block
2, Bailey's Addition to Denver a distance of 40.00 feet to the POINT OF
BEGINNING; THENCE N00 degrees 26'46"W continuing along said line parallel with
the westerly line of Block 2, Bailey's Addition to Denver a distance of 174.88
feet; THENCE S53 degrees 11'52"E a distance of 138.24 feet; THENCE S44 degrees
24'03"E a distance of 126.99 feet; THENCE S89 degrees 36'58"W along the
northerly line of said vacated 4th Avenue a distance of 198.18 feet to the POINT
OF BEGINNING; containing 18,671 SF (0.429 Acres), more or less. Also, Parcel 4 -
A parcel of land located in the Northeast Quarter (NE 1/4) of Section 9,
Township 4 South, Range 68 West of the 6th Principal Meridian, City and County
of Denver, Colorado, more particularly described as follows: COMMENCING at the
northeast corner of Block 1, Bailey's Addition to Denver; THENCE N00 degrees
25'56"W along the prolongation of the easterly line of said Block 1, Bailey's
Addition to Denver a distance of 40.00 feet to the POINT OF BEGINNING; THENCE
S89 degrees 36'58"W along the centerline of vacated 4th Avenue a distance of
256.35 feet; THENCE N00 degrees 26'46"W a distance of 40.00 feet; THENCE N89
degrees 36'58"E along the northerly line of said vacated 4th Avenue a distance
of 198.18 feet; THENCE S44 degrees 24'03"E a distance of 26.42 feet; THENCE N89
degrees 36'58"E along a line 21.00 feet northerly of and parallel with the
centerline of said vacated 4th Avenue a distance of 15.71 feet; THENCE S49
degrees 22'02"E a distance of 32.00 feet to the POINT OF BEGINNING; containing
9,070 SF (0.208 Acres), more or less. Also, Parcel 5 - A parcel of land located
in the Northeast Quarter (NE 1/4) of Section 9, Township 4 South, Range 68 West
of the 6th Principal Meridian, City and County of Denver, Colorado, more
particularly described as follows: COMMENCING at the northeast corner of Block
3, Bailey's Addition to Denver; THENCE N00 degrees 26'46"W along the
prolongation of the easterly line of said Block 3, Bailey's Addition to Denver a
distance of 80.00 feet to the POINT OF BEGINNING; THENCE S89 degrees 36'00"W
along the northerly line of West 4th Avenue non-tangent with the following
described curve a distance of 130.02 feet; THENCE the following five (5) courses
along the southeasterly deed line of a parcel recorded as a Special Warranty
Deed No. 584, dated 3-23-64 in the Rio Grande Railroad records. 1) along the arc
of a curve to the right having a central angle of 22 degrees 00'47", a radius of
204.23 feet, a chord bearing N31 degrees 43'11"E a distance of 77.98 feet, and
an arc distance of 78.46 feet; 2) THENCE N50 degrees 14'58"E non-tangent with
the last described curve a distance of 46.05 feet; 3) THENCE N39 degrees 46'02"W
a distance of 1.75 feet; 4) THENCE N50 degrees 13'58"E non-tangent with the
following described curve a distance of 44.23 feet; 5) THENCE along the arc of a
curve to the left having a central angle of 8 degrees 35'30", a radius of 182.20
feet, a chord bearing N45 degrees 56'14"E a distance of 27.30 feet, and an arc
distance of 27.32 feet; THENCE N00 degrees 26'46"W along said prolongation of
the easterly line of Block 3, Bailey's Addition to Denver non-tangent with the
last and following described curves a distance of 78.59 feet; THENCE along the
arc of a curve to the right having a central angle of 8 degrees 22'19", a radius
of 502.67 feet, a chord bearing N72 degrees 05'12"E a distance of 73.38 feet,
and an arc distance of 73.45 feet; THENCE S00 degrees 26'46"E along a line 70.00
feet easterly of and parallel with said easterly line of Block 3, Bailey's
Addition to Denver non-tangent with the last described curve a distance of
244.19 feet; THENCE S89 degrees 36'58"W along the northerly line of vacated West
4th Avenue a distance of 49.98 feet; THENCE S89 degrees 36'00"W continuing along
said northerly line of vacated 4th Avenue a distance of 20.02 feet to the POINT
OF BEGINNING; containing 27,145 SF (0.623 Acres), more or less.
<PAGE>
Also,
Parcel 6 - A parcel of land located in the Northeast Quarter (NE 1/4) of Section
9, Township 4 South, Range 68 West of the 6th Principal Meridian, City and
County of Denver, Colorado, more particularly described as follows: COMMENCING
at the northwest corner of Block 2, Bailey's Addition to Denver; THENCE S00
degrees 26'46"E along the westerly line of said Block 2 a distance of 67.89
feet; THENCE N46 degrees 20'32"W a distance of 212.69 feet; THENCE N89 degrees
36'00"E along the northerly line of West 4th Avenue a distance of 102.75 feet;
THENCE N89 degrees 36'58"E along said northerly line of West 4th Avenue a
distance of 49.98 feet; THENCE S00 degrees 26'46"E along the prolongation of
said westerly line of Block 2 a distance of 80.00 feet to the POINT OF
BEGINNING; containing 11,294 SF (0.259 Acres), more or less. Also, Parcel 7 - A
parcel of land located in the Northeast Quarter (NE 1/4) of Section 9, Township
4 South, Range 68 West of the 6th Principal Meridian, City and County of Denver,
Colorado, more particularly described as follows: COMMENCING at the southwest
corner of Block 3, Bailey's Addition to Denver, whence the southeast corner of
said Block 3, Bailey's Addition to Denver bears N89 degrees 36'58"E a distance
of 266.06 feet; THENCE S89 degrees 36'58"W a distance of 70.00 feet to the POINT
OF BEGINNING; THENCE continuing S89 degrees 36'58"W a distance of 8.55 feet;
THENCE N00 degrees 25'17"W along the easterly line of Osage Street as described
in Ordinance No. 153, Series of 1953 a distance of 500.03 feet; THENCE N89
degrees 36'00"E along the prolongation of the northerly line of said Block 3 a
distance of 8.55 feet; THENCE S00 degrees 25'17"E along the westerly line of
Osage Street as platted in said Bailey's Addition to Denver a distance of 500.03
feet to the POINT OF BEGINNING; containing 4,275 SF (0.098 Acres), more or less.
14. NEW BARKER SUBSTATION: ADDITIONAL LAND
(MCCUSKER/ABELL TRACT)
A parcel of land more particularly described as follows:
The rear or Southeasterly 9 feet of Lots 13, 14 and 15, Block 37, East Denver,
Except that portion of Lot 15 conveyed to the City and County of Denver, a
municipal corporation in Deed recorded December 14, 1994 as Reception No.
9400185510; Together with the Northwesterly one-half of the vacated alley
adjacent to Lots 13, 14 and portion of Lot 15 described above, as vacated by
Ordinance 47, Series of 1993, recorded February 4, 1993 as Reception No.
93-0014620, Block 37, East Denver, City and County of Denver, State of Colorado
15. NEW DAKOTA SUBSTATION
A parcel of land more particularly described as follows:
Lots 14 through 22, inclusive, Lots 28 through 35, inclusive, and that part of
Lots 23 and 27 lying North and East of a line running from the Northwest corner
of Lot 23 to the Southeast corner of Lot 27, Block 41, BYER'S SUBDIVISION, City
and County of Denver, State of Colorado, being more particularly described as
follows:
Beginning at the Northwest corner of said Lot 23; thence S 89 degrees 59'04" E
along the North line of said Lots 14-23 a distance of 250.11 feet to the
Northeast corner of said Lot 14; thence S 00 degrees 00'50" W along the East
line of said Lots 14 and 35 a distance of 256.01 feet to the Southeast corner of
said Lot 35; thence N 89 degrees 58'54" W along the South line of said Lots
28-35 a distance of 200.08 feet to the
<PAGE>
Southwest corner of said Lot 28; thence N 11 degrees 02'31" W a distance of
260.85 feet to the Point of Beginning.
16. TECHNICAL SERVICES BUILDING
(FORMERLY KNOWN AS DENVER OFFICE BUILDING, PARCEL NOS. 16-77A-H)
A parcel of land more particularly described as follows:
Lots 1 to 32,
Block 172,
East Denver,
City and County of Denver
State of Colorado
17. 5929 EAST 38TH AVENUE BUILDING
A parcel of land more particularly described as follows:
The South 235.5 feet of the property described as that part of Tracts 8 and D,
MILE-HI INDUSTRIAL DISTRICT, more particularly described as follows: Beginning
at a point on the South line of said Tract 8 which is 310 feet West of the
Southeast corner of said Tract 8; thence North along a line parallel to the East
line of said Tracts 8 and D a distance of 331.6 feet more or less to a point on
center line of said Tract D; thence West along center line of said Tract D a
distance of 80 feet; thence South parallel to the East line of said Tracts 8 and
D a distance of 331.5 feet more or less to a point on the South line of said
Tract 8; thence East along the South line of said Tract 8 a distance of 80 feet
to the Point of beginning; City and County of Denver, State of Colorado.
GARFIELD COUNTY
18. (CUEA) RIFLE SUBSTATION: ADDITIONAL LAND (LRI TRACT)
A parcel of land more particularly described as follows:
TOWNSHIP 6 SOUTH, RANGE 93 WEST
SECTION 14: SE 1/4 SE 1/4 SW 1/4
GARFIELD COUNTY, COLORADO
19. RIFLE WAREHOUSE
Parcels of land more particularly described as follows:
SE 1/4 NE 1/4 SW 1/4 OF SECTION 14, AND NE 1/4 SE 1/4 SW 1/4 OF SECTION 14, ALL
IN TOWNSHIP 6 SOUTH RANGE 93 WEST OF THE 6TH PM, GARFIELD COUNTY, COLORADO.
<PAGE>
Also,
SW 1/4 SE 1/4 SECTION 14 TOWNSHIP 6 SOUTH RANGE 93 WEST OF THE 6TH P.M.,
GARFIELD COUNTY, COLORADO.
JEFFERSON COUNTY
20. NORTH METRO HEADQUARTERS OFFICE BUILDING
A parcel of land more particularly described as follows:
That portion of the East 16 acres of the North 42.5 acres of the North one-half
of the Southeast quarter (N 1/2 SE 1/4) of Section 12, Township 3 South, Range
69 West of the 6th principal meridian, described as follows: commencing at a
point which lies 30 feet West, and a distance of 701.25 feet South of the
Northeast corner of said Southeast quarter (SE 1/4) of Section 12; thence West
along the South line of said 16 acres, being also the North line of Landsdale
Gardens, as filed in the records of Jefferson County, State of Colorado, a
distance of 732.30 feet to a point which lies a distance of 208.75 feet East of
the West line of said 16 acres; thence North, parallel with the West line, a
distance of 442.5 feet to the true point of beginning; thence continuing North
and parallel with said West line, a distance of 238.75 feet to the South line of
West 60th Avenue; thence East parallel with the North line of said Southeast
quarter (SE 1/4) of Section 12, the distance of 561.70 feet, more or less, to
the right-of-way of the Colorado State Highway Department; thence South 0
degrees 22 minutes 30 seconds East, a distance of 138.50 feet; thence South 54
degrees 27 minutes 00 seconds East, a distance of 170.4 feet; thence South 24
degrees 06 minutes 30 seconds East, a distance of 1.29 feet to a point which
lies a distance of 258.75 feet South of said North line of said Southeast
quarter (SE 1/4) of Section 12; thence West parallel to said North line of the
said Southeast quarter (SE 1/4) of section 12, a distance of 701.77 feet, more
or less, to the true point of beginning, County of Jefferson, State of Colorado,
excepting therefrom the West 208.75 feet and except that portion conveyed to the
City of Arvada in deed recorded December 17, 1985 under Reception No. 85122008
and November 13, 1986 at Reception No.
86140506, County of Jefferson, State of Colorado.
21. NORTH METRO SERVICE CENTER
(FORMERLY ARVADA SERVICE CENTER, PARCEL NO. 30-39)
A parcel of land more particularly described as follows:
That part of Lots 1, 2 and 3 in Landsdale Gardens, lying North of the
right-of-way of Denver Northwestern and Pacific Railway, except the West 100
feet of Lot 3, and also, except the North 158 feet of the East 170 feet of the
West 270 feet of Lot 3, subject to right-of-way shown on plat of said
subdivision, County of Jefferson, State of Colorado.
ALSO KNOWN AS:
That part of Lots 1, 2 and 3 in Landsdale Gardens, lying North of the
right-of-way of Denver Northwestern and Pacific Railway, except the West 100
feet of Lot 3, and also, except that portion conveyed in deed recorded March 30,
1959 in Book 1183 at Page 444, County of Jefferson, State of Colorado.
<PAGE>
LARIMER COUNTY
22. FOSSIL CREEK METER STATION
A parcel of land more particularly described as follows:
A parcel of land located in the Southeast 1/4 of Section 14, Township 6 North,
Range 69 West of the 6th P.M., City of Fort Collins, County of Larimer, State of
Colorado, being more particularly described as follows:
Commencing at the Southeast corner of said Section 14, thence S 89 degrees 29'
06" W along the Southerly line of the Southeast 1/4 of said Section 14, a
distance of 550.00 feet; thence N 00 degrees 30' 54" W a distance of 50.00 feet
to the Point of Beginning; thence S 89 degrees 20' 06" W along a line parallel
with and 50.00 feet Northerly of the Southerly line of the Southeast 1/4 of said
Section 14 a distance of 55.00 feet; thence N 00 degrees 30' 54" W a distance of
75.00 feet; thence N 89 degrees 29' 06" E a distance of 55.00 feet; thence S 00
degrees 30' 54" E a distance of 75.00 feet to the Point of Beginning.
MESA COUNTY
23. CAMEO STEAM PLANT: ADDITIONAL LAND
(ASH DISPOSAL SITE)
A parcel of land in the SE 1/4 of Section 28 and the NE 1/4 of Section 33,
Township 10 South, Range 98 West of the 6th Principal Meridian, being more
particularly described as follows:
Commencing at the Southeast corner of said Section 28, the point of beginning,
whence the East one quarter corner of said Section 28 bears North 3 degrees
20'00" West, 2640.87 feet; thence South 0 degrees 12'52" East, 660.00 feet along
the East line of the NE 1/4 of Section 33; thence South 89 degrees 55'22" West,
2649.20 feet; to the West line of the NE 1/4 of Section 33; thence North 0
degrees 01'59" West 660.00 feet to the North quarter corner of said Section 33;
thence North 03 degrees 34'47" West, 500.13 feet along the West line of the SE
1/4 of Section 28; thence North 89 degrees 55'22" East, 2649.27 feet to the East
line of the SE 1/4 of Section 28; thence South 03 degrees 20'00" East 500 feet
to the point of beginning, Mesa County, Colorado.
Containing 70.47 acres.
<PAGE>
24. DEBEQUE SUBSTATION
A parcel of land located in the SE1/4 NW1/4 Section 27, Township 8 South, Range
97 West of the 6th Principal Meridian, Town of Debeque, Mesa County, Colorado,
more particularly described as follows:
Beginning at the southeast corner of an existing Public Service Company of
Colorado (PSCo) substation property, as recorded with the Mesa County Clerk and
Recorder in Book 1893, Page 200, Reception No. 1599266, whence the S1/4 Corner
of said Section 27 bears S7 degrees 18'12" E a distance of 3435.96 feet, also
whence the C1/4 Corner of said Section 27 bears S35 degrees 57'42"E a distance
of 948.05 feet;
Thence North along the east line of said PSCo property, a distance of 150.00
feet to the northeast corner of said property;
Thence continuing North, a distance of 50.00 feet to a point;
Thence S74 degrees 14'00"W a distance of 45.36 feet to a point;
Thence S39 degrees 02'17"W a distance of 83.49 feet to the northwest corner of
said property;
Thence South a distance of 150.00 feet to the southwest corner of said property,
also being a point on the north line of the Southern Pacific RR (formerly D&RG
RR) property;
Thence N74 degrees 14'00'E along said south line of PSCo property, also being
the north line of said Southern Pacific RR, a distance of 100.00 feet to the
Point of Beginning;
Containing: 17933 Sq. Ft. or 0.412 Acres, More or Less
25. MESA COUNTY OPERATIONS CENTER
A tract of land located in the SW1/4 of Section 3, Township 1 South, Range 1
West of the Ute Meridian, more particularly described as follows: Beginning at a
point 20 feet South and 30 feet West of the Northeast corner of the SW1/4 of
said Section 3; being the intersection of the South line of F1/2 Road with the
West line of 25 1/2 Road, thence West along the South line of F 1/2 Road 1108.40
feet; thence South 766.00 feet; thence East 1108.40 feet to the West line of 25
1/2 Road; thence North along said West line 766.00 feet to the point of
beginning, EXCEPT a 2.269 acre tract described as beginning at a point 20 feet
South and 30 feet West of the Northeast corner of the SW1/4 of said Section 3;
being the intersection of the South line of F 1/2 Road with the West line of 25
1/2 Road; thence West along the South line of F 1/2 Road 295.00 feet; thence
South 315.00 feet; thence East 295.00 feet to the West line of 25 1/2 Road;
thence North along said West line 315.00 feet to the point of beginning. County
of Mesa, State of Colorado.
<PAGE>
MORGAN COUNTY
26. BRUSH SERVICE CENTER
A parcel of land more particularly described as follows:
A tract of land in the NE 1/4 of Section 34, Township 4 North, Range 56 West of
the 6th P.M., Morgan County, Colorado, more particularly described as follows:
That part of the SE 1/4 NE 1/4 of said Section 34 commencing at a point on the
Northerly right-of-way line of Interstate Highway No. 76 whence the East 1/4
corner of said Section 34 bears S89 degrees 11'W, 50.85 feet and S0 degrees
04'E, 550.0 feet; thence S50 degrees 58'30"W along said right-of-way line 383.71
feet to the True Point of Beginning; thence continuing along said right-of-way
line S50 degrees 58'30"W, 457.19 feet to the east line of a dedicated road;
thence N. 0 degrees 04'W, along said line 514.15 feet; thence N89 degrees 11'E
339.65 feet; thence S4 degrees 0'E 231.68 feet to the Point of Beginning, Morgan
County, Colorado.
27. PAWNEE STEAM PLANT: ADDITIONAL LAND
(SCHOCKE TRACT)
A parcel of land in the E1/2SE1/4 of Section 17, Township 3 North, Range 56 West
of the 6th P.M., more particularly described as follows: Beginning at the SE
corner of the SE1/4 of Section 17, Township 3 North, Range 56 West, thence North
990 feet to the point of beginning, thence West 1320 feet, thence North 330
feet, thence East 1320 feet, thence South 330 feet to the point of beginning,
Morgan County, Colorado, except oil, gas and other minerals.
PUEBLO COUNTY
28. COMANCHE STEAM PLANT: ADDITIONAL LAND (RAILROAD SPUR TRACT)
Real property consisting of a 150 degrees, more or less, wide strip of land
situated in the south half and east half of Section 19, Township 21 South, Range
64 West and in the southeast quarter of Section 24, Township 21 South, Range 65
West of the 6th Principal Meridian, in Pueblo County, Colorado, and being more
particularly described as follows (with bearings based on the west section line
of Section 20 being S 00 degrees 38' 49" E);
COMMENCING at a concrete monument with 1" rebar found for the northwest corner
of said Section 20;
THENCE S 00 degrees 38' 49" E, along the west section line of said Section 20, a
distance of 688.50' to the TRUE POINT OF BEGINNING of the herein described
tract;
THENCE in a southwesterly direction in a curve to the left, having a radius of
663.17', a central angle of 69 degrees 52' 54", a chord bearing of S 49 degrees
45' 14" W and a chord length of 759.64', an arc distance of 808.85';
THENCE S 17 degrees 36' 20" W, 75' northwesterly of and parallel to the existing
railroad tracks, a distance of 3583.33' to a point on a curve;
<PAGE>
THENCE in a southwesterly direction in a curve to the right, having a radius of
552.82', a central angle of 50 degrees 13' 04", a chord bearing of S 39 degrees
37' 54" W and a chord length of 469.17', an arc distance of 484.53' to the point
of compound curve;
THENCE in a southwesterly direction in a curve to the right having a radius of
350.00', a central angle of 28 degrees 31' 05", a chord bearing of S 78 degrees
59' 59" W and a chord length of 172.41', an arc distance of 174.21' to the point
of tangency;
THENCE N 86 degrees 44' 29" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 2006.05' to an angle point;
THENCE N 70 degrees 00' 00" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 173.58' to an angle point;
THENCE N 86 degrees 44' 29" W, 200' northerly of and parallel to the existing
railroad tracks, a distance of 169.46' to an angle point;
THENCE S 75 degrees 00' 00" W, a distance of 159.59' to an angle point;
THENCE N 86 degrees 44' 29" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 1030.86' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
937.00', a central angle of 67 degrees 10' 12", a chord bearing of N 50 degrees
06' 27" W and a chord length of 1036.65', an arc distance of 1098.48';
THENCE N 17 degrees 12' 05" W, 100' northeasterly of and parallel to the
existing railroad tracks, a distance of 278.05' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
1254.32', a central angle of 23 degrees 26' 37", a chord bearing of N 05 degrees
50' 21" W and a chord length of 509.66', an arc distance of 513.23' to an angle
point;
THENCE N 84 degrees 07' 03" W, a distance of 49.96' to a point on the easterly
right-of-way line (based on a 100' R.O.W.) of an existing railroad;
THENCE S 08 degrees 03' 13" W, along said existing railroad right-of-way, a
distance of 473.47' to a point on a curve;
THENCE in a southeasterly direction in a curve to the left, having a radius of
1404.32', a central angle of 03 degrees 44' 07", a chord bearing of S 15 degrees
40' 25" E and a chord length of 91.53', an arc distance of 91.55';
THENCE S 17 degrees 12' 05" E, 50' southwesterly of and parallel to the existing
railroad tracks, a distance of 276.73' to a point on a curve;
<PAGE>
THENCE in a southeasterly direction in a curve to the left, having a radius of
1087.00', a central angle of 67 degrees 20' 23", a chord bearing of S 50 degrees
14' 27" E and a chord length of 1205.28', an arc distance of 1277.55';
THENCE S 86 degrees 44' 29" E, 50' southwesterly of and parallel to the existing
railroad tracks, a distance of 5327.80' to an angle point;
THENCE S 70 degrees 00' 00" E, a distance of 102.41' to a point on the south
section line of Section 19;
THENCE S 86 degrees 45' 43" E, along said section line, a distance of 300.00' to
the southwest corner of Section 20;
THENCE N 00 degrees 38' 49" W, along the west section line of Section 20, a
distance of 184.52' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
2469.04', a central angle of 04 degrees 27' 24", a chord bearing of N 88 degrees
08' 49" W and a chord length of 192.0', an arc distance of 192.05';
THENCE N 86 degrees 44' 29" W, 100' northerly of and parallel to the existing
railroad tracks, a distance of 867.11' to a point on a curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
350.00', a central angle of 27 degrees 21' 11", a chord bearing of N 73 degrees
03' 54" W and a chord length of 165.51', an arc length of 167.09' to the point
of compound curve;
THENCE in a northwesterly direction in a curve to the right, having a radius of
577.34', a central angle of 79 degrees 20' 16", a chord bearing of N 19 degrees
43' 10" W and a chord length of 737.09', an arc length of 799.45';
THENCE N 17 degrees 36' 20" E, 75' southeasterly of and parallel to the existing
railroad tracks, a distance of 3241.77' to a point on a curve;
THENCE in a northeasterly direction in a curve to the right, having a radius of
513.17', a central angle of 68 degrees 53' 51", a chord bearing of N 48 degrees
52' 48" E and a chord length of 580.57', an arc distance of 617.08' to a point
on the west section line of Section 20;
THENCE N 00 degrees 38' 49" W, along said section line, a distance of 150.64' to
the Point of Beginning, and containing 45.91 acres (1,999,804 square feet), more
or less, except oil, gas and other minerals.
<PAGE>
SUMMIT COUNTY
29. SUMMIT COUNTY OPERATIONS CENTER
AND DIVISION HEADQUARTERS
A parcel of land more particularly described as follows:
Beginning at a point S. 33 degrees 41'52" E 1683.12 feet from the NW Corner
Section 12, Township 5 South, Range 78 West, 6th P.M., said point of beginning
is also the NW Corner of Brian and Sixth Avenue of the Silverthorne Townsite,
thence No. 26 degrees 02'35" W 1169.99 feet, thence N.0 degrees 46' E. 175.05
feet to the SW corner of Silverthorne Subdivision, thence S. 89 degrees 14' E.
560.52 feet along the South side of said subdivision, thence S.0 degrees 39'40"
E. 505.26 feet, thence N. 89 degrees 16'55" E. 41.33 feet, thence S. 26 degrees
02'35" E. 599.23 feet to point on the north side of Sixth Street of Townsite,
thence S. 63 degrees 57'25" W. 400 feet to point of beginning, Summit County,
Colorado,
EXCEPT a tract of land located within the NW 1/4 of Section 12, Township 5
South, Range 78 West of the Sixth Principal Meridian, County of Summit, State of
Colorado, and being more particularly described as follows:
Beginning at a point which is the Northwest Corner of Brian Avenue and Sixth
Street, whence the Northwest Corner of said Section 12, a brass cap, bears N33
degrees 25'24" feet distant; Thence N25 degrees 29'55"W a distance of 358.65
feet; Thence N25 degrees 51'50"W a distance of 810.11 feet; Thence N01 degrees
02'37"E a distance of 66.30 feet; Thence S25 degrees 51'50"E a distance of
869.22 feet; Thence S30 degrees 24'49"E a distance of 350.03 feet; Thence S25
degrees 35'22"E a distance of 10.00 feet; Thence S64 degrees 24'34"W a distance
of 60.00 feet to the Point of Beginning, containing 41,557.33 square feet or
0.954 acres, more or less.
<PAGE>
