PUBLIC SERVICE CO OF COLORADO
8-K, 1997-04-15
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (date of earliest event reported) April 1, 1997


                       PUBLIC SERVICE COMPANY OF COLORADO
                   ----------------------------------------
              (exact name of registrant as specified in charter)


                                    Colorado
                             --------------------
                          (State or other jurisdiction
                                of incorporation)


               1-3280                                  84-0296600
          ----------------                          -----------------
        (Commission File No.)                         (IRS Employer
                                                   Identification No.)


      1225 Seventeenth Street, Denver,  Colorado          80202
      ---------------------------------------------------------------
      (Address of principal executive offices)         (Zip Code)


      Registrant's telephone number, including area code(303)  571-7511

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<PAGE>

Item 2.  Acquisition or Disposition of Assets.

On April 1,  1997,  Public  Service  Company of  Colorado  (the  "Company")  and
American   Electric  Power  ("AEP")   announced  that  Yorkshire   Holdings  plc
("Yorkshire Holdings"),  a joint venture among the Company and AEP, had declared
the cash tender offer to purchase all the outstanding and to be issued shares of
Yorkshire  Electricity Group plc ("Yorkshire  Electricity") wholly unconditional
in all respects  and,  thereby,  is  committed  to purchase all the  outstanding
shares of  Yorkshire  Electricity.  Reference is made to the  Company's  Current
Report on Form 8-K dated February 24, 1997,  regarding the  announcement  of the
offer to acquire Yorkshire Electricity.

As of April 9, 1997, valid acceptances of Yorkshire  Holdings' offer to purchase
shares of  Yorkshire  Electricity  had been  received  representing  144,280,070
shares or approximately 90.66% of Yorkshire  Electricity's issued share capital.
Under the  provisions  of the United  Kingdom's  Companies  Act 1985,  Yorkshire
Holdings  intends  to  exercise  its rights to  acquire,  under the terms of the
offer,  the  remaining  shares in  Yorkshire  Electricity  in  respect  of which
acceptances of the offer have not yet been received.

Total  consideration  to be  paid  by  Yorkshire  Holdings  is  estimated  to be
approximately $2.4 billion (1.5 billion pounds sterling). Yorkshire Holdings, is
a wholly-owned  subsidiary of Yorkshire  Power Group Ltd.  ("Yorkshire  Power"),
which is equally  owned by  subsidiary  companies  of the Company  and AEP.  The
acquisition  will be  financed  by  Yorkshire  Power  through a  combination  of
approximately 25% equity and 75% debt,  including the assumption of the existing
debt of Yorkshire  Electricity.  The funds for the acquisition  will be obtained
from the Company's and AEP's investment in Yorkshire Power of approximately $360
million  (220  pounds  sterling)  each,  with the  remainder  to be  obtained by
Yorkshire Power through the issuance of non-recourse debt. Yorkshire Power will,
in turn, fund Yorkshire Holdings for the purpose of the acquisition. The Company
initially funded its entire equity investment in Yorkshire Power through US $250
million of  publicly  issued  medium-term  notes  with  varying  maturities  and
drawings of US $110 million on its  short-term  lines of credit  pursuant to its
short-term credit agreement with Bank of America as agent.


Item 7.  Financial Statements and Exhibits.

(a)  Financial Statements of Businesses Acquired.

It is impracticable to provide the required  financial  statements for Yorkshire
Electricity  at the time this  report is being  filed.  The  required  financial
statements  will be filed as soon as  practicable,  but not  later  than 60 days
after this report is filed.

(b)  Pro Forma Financial Information.

 It is impracticable  to provide the  required pro forma  financial  information
relative to Yorkshire  Electricity  at the time this report is being filed.  The
required pro forma financial  information  will be filed as soon as practicable,
but not later than 60 days after this report is filed.

                                       1
<PAGE>


                               SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                      PUBLIC SERVICE COMPANY OF COLORADO

                                               /s/ R. C. Kelly
                                          -----------------------------
                                                 R. C. Kelly
                                          Senior Vice President, Finance,
                                          Treasurer and Chief Financial Officer


Dated:   April 15, 1997


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