<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 6, 1999)
$200,000,000
[LOGO]
PUBLIC SERVICE COMPANY OF COLORADO
SERIES A SENIOR NOTES, 6 7/8% DUE 2009
-------------------
We will pay interest on the Notes due July 15, 2009, at the rate of 6 7/8%
per annum paid January 15 and July 15 of each year, commencing January 15,
2000. The Notes constitute a series of our unsecured debt securities. We may
redeem the Notes at any time, in whole or in part, at a redemption price
equal to the greater of (i) 100% of the principal amount of the Notes to be
redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereof discounted to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Yield (as defined), plus 15 basis points, plus, in
each case, accrued and unpaid interest to the redemption date. The Notes will
not be listed on any securities exchange or included in any automated
quotations system. Please read the information described under the headings
"Summary of Certain Terms of the Notes" and "Description of the Notes" in
this prospectus supplement and "Description of the Senior Debt Securities"
in the accompanying prospectus for a more detailed description of the terms
of the Notes.
-------------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Public offering price (1)......... 99.225% $198,450,000
Underwriting discount............. .65% $1,300,000
Proceeds to us.................... 98.575% $197,150,000
</TABLE>
(1) Plus accrued interest from July 16, 1999, if settlement occurs after that
date
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the related prospectus.
Any representation to the contrary is a criminal offense.
The Notes will be ready for delivery in book-entry form only through The
Depository Trust Company on or about July 16, 1999.
-------------------
MERRILL LYNCH & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
-------------------
The date of this prospectus supplement is July 13, 1999.
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE
NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THIS PROSPECTUS SUPPLEMENT.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
About this Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Summary of Certain Terms of the Notes. . . . . . . . . . . . . . . . . . . . S-4
Our Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Book-Entry Issuance -- The Depository Trust Company. . . . . . . . . . . . . S-7
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-8
PROSPECTUS
About this Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . . . . 2
Disclosure Regarding Certain Forward-Looking Statements. . . . . . . . . . . . 3
Our Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Ratio of Consolidated Earnings To Consolidated Fixed Charges . . . . . . . . . 5
Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Description of the Senior Debt Securities. . . . . . . . . . . . . . . . . . . 5
Validity of the Securities . . . . . . . . . . . . . . . . . . . . . . . . . .13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
</TABLE>
S-2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus supplement relates to a prospectus which is part of a
registration statement that we have filed with the SEC utilizing a "shelf"
registration process. Under this shelf registration process, we may sell the
securities described in the prospectus in one or more offerings up to a total
amount of $500,000,000. The prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
provide a prospectus supplement containing specific information about the
terms of that offering. The prospectus supplement may also add, update or
change information contained in the prospectus. Please carefully read both
this prospectus supplement and the accompanying prospectus in addition to the
information described in the prospectus under the heading "Where You Can Find
More Information".
S-3
<PAGE>
SUMMARY OF CERTAIN TERMS OF THE NOTES
<TABLE>
<C> <S>
NOTES OFFERED. . . . . . . . . . . . $200 million aggregate principal amount
of Series A Senior Notes, 6 7/8% Due
July 15, 2009.
MATURITY . . . . . . . . . . . . . . July 15, 2009.
INTEREST RATE. . . . . . . . . . . . The Notes will bear interest at the rate
of 6 7/8% per annum.
INTEREST PAYMENT DATES . . . . . . . January 15 and July 15 commencing
January 15, 2000.
RECORD DATES . . . . . . . . . . . . January 1 and July 1 of each year
preceding each interest payment date.
REDEMPTION . . . . . . . . . . . . . The Notes will be redeemable at any time
at a redemption price equal to the
greater of (i) 100% of the principal
amount of the Notes to be redeemed or
(ii) the sum of the present values of the
remaining scheduled payments of principal
and interest thereof discounted to the
redemption date on a semi-annual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the Treasury
Yield (as defined), plus 15 basis
points, plus, in each case, accrued and
unpaid interest to the redemption date.
RANKING. . . . . . . . . . . . . . . The Notes are our unsecured general
obligations.
CERTAIN COVENANTS. . . . . . . . . . The Notes will be issued under the
Indenture which contains covenants that
may limit our ability to consolidate or
merge with any other corporation or
transfer all or substantially all of our
assets as an entirety or substantially
as an entirety.
FORM AND DENOMINATION. . . . . . . . The Notes will initially be represented
by a global note registered in the name
of a nominee of The Depository Trust
Company, New York, NY (DTC).
ADDRESS AND TELEPHONE NUMBER OF
THE COMPANY. . . . . . . . . . . . . 1225 17th Street, Denver, CO 80202-5533
303- 571-7511
</TABLE>
S-4
<PAGE>
OUR COMPANY
We are an operating public utility engaged principally in the
generation, purchase, transmission, distribution and sale of electricity and
in the purchase, transportation, distribution, and sale of natural gas, with
our principal distribution center being the Denver metropolitan area. Our
executive offices are located at 1225 17th Street, Denver, Colorado
80202-5533, where our telephone number is 303-571-7511. Internet users can
obtain information about us and about New Century Energies, Inc. (NCE), of
which we are a wholly-owned subsidiary, and our services at
http://www.ncenergies.com.
On July 28, 1999, the shareholders of our parent, NCE, approved a merger
of equals transaction with Northern States Power Company to form Xcel Energy
Inc. The shareholders of Northern States Power Company have also approved the
merger. We anticipate that the merger, announced on March 25, 1999, will
take from 12 to 18 months from the date of announcement to complete.
Completion of the merger will require approval or regulatory review by
federal regulators, including the Federal Energy Regulatory Commission and
the Securities and Exchange Commission, as well as by state regulators in
eight of the 12 states served by the two companies. Upon completion, holders
of common stock of NCE will receive 1.55 shares of common stock of the merged
company for each share of NCE common stock. Each share of Northern States
Power Company common stock will continue as one share of common stock of the
combined company. We expect to become a wholly-owned subsidiary of Xcel
Energy Inc. and we expect that all subsidiaries now owned directly by NCE
will become subsidiaries of Xcel Energy Inc.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the Notes offered
hereby for general corporate purposes, including capital expenditures,
repayment of short-term debt and refunding of long-term debt on maturity or
otherwise.
DESCRIPTION OF THE NOTES
The following information concerning the Notes supplements the
description of the general terms and provisions of the Senior Debt Securities
set forth in the accompanying prospectus. If the information is inconsistent
with the prospectus, the following language should replace the language in
the prospectus. If we use a term that is not defined in this prospectus
supplement, you should use the definition contained in the prospectus or the
Indenture. The following description of the terms of the Notes is not
complete. You should read this description of the Notes together with the
description of the Senior Debt Securities in the accompanying prospectus and
the terms of the Notes in the Indenture.
GENERAL. We will issue the Notes as a new series of the Senior Debt
Securities under an Indenture (the Indenture) between us and The Bank of New
York, as trustee (the Trustee) dated as of July 1, 1999, as supplemented by
the first supplemental indenture dated as of July 15, 1999. The Indenture is
described in more detail in the prospectus. The Notes are the first series
of Senior Debt Securities that we have issued under the Indenture. The Notes
will be our unsecured general obligations. Substantially all of our assets
are pledged under our Indenture, dated as of December 1, 1939 (the 1939
Mortgage) between us and U.S. Bank Trust National Association, as successor
trustee. In addition, our Indenture, dated as of October 1, 1993 between us
and U.S. Bank Trust National Association, as successor trustee, constitutes a
lien on substantially all of our properties used or to be used in or in
connection with the business of generating, purchasing, transmitting,
distributing and/or selling electric energy, which lien is junior to the lien
of the 1939 Mortgage.
MATURITY, INTEREST RATE AND PAYMENT DATES. The Notes will:
- be our direct unsecured obligations, and
- mature on July 15, 2009.
Interest on the Notes will:
S-5
<PAGE>
- begin to accrue on July 16,1999, the date the Notes are issued,
- be at the annual interest rate stated on the cover page of this
prospectus supplement,
- be payable January 15 and July 15 in each year, commencing January
15, 2000,
- be calculated based on a 360-day year consisting of twelve 30-day
months, and
- be paid to the person in whose name the Note is registered at the
close of business on the record date for the next interest payment
date, except as otherwise provided in the Indenture.
REDEMPTION OF THE NOTES. We may redeem the Notes, in whole or in part,
at a redemption price equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) the sum of the present values of
the remaining scheduled payments of principal and interest thereon discounted
to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield, plus 15 basis
points plus, in each case, accrued and unpaid interest to the redemption date.
"TREASURY YIELD" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Notes.
"COMPARABLE TREASURY PRICE" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations for such redemption date, or (B) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.
"INDEPENDENT INVESTMENT BANKER" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated or its successor or, if such firm is unwilling or unable
to select the Comparable Treasury Issue, one of the remaining Reference
Treasury Dealers appointed by the Trustee after consultation with us.
"REFERENCE TREASURY DEALER" means (i) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and any other primary U.S. Government securities
dealer in New York City (a Primary Treasury Dealer) designated by, and not
affiliated with Merrill Lynch, Pierce, Fenner & Smith Incorporated, PROVIDED,
HOWEVER, that if Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of
its designees shall cease to be a Primary Treasury Dealer, we will appoint
another Primary Treasury Dealer as a substitute for such entity and (ii) any
other Primary Treasury Dealer selected by us.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by us, of the bid and asked prices for the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to us by such Reference Treasury Dealer at 5:00 p.m. on the third
business day preceding such redemption date.
A notice of redemption may provide that it is subject to certain
conditions which will be specified in the notice. If those conditions are not
met, the redemption notice will be of no effect and we would not be obligated
to redeem the Notes.
S-6
<PAGE>
We will send each holder of Notes to be redeemed, notice of the
redemption by first-class mail not less than 30 days prior to the redemption
date.
The Notes do not provide for any sinking fund.
We may purchase the Notes in the open market, by tender or other
methods. We may hold these purchased Notes, resell them or give them to the
Trustee for cancellation. If applicable, we will comply with the
requirements of Rule 14e-1 under the Securities Exchange Act of 1934 and
other securities laws and regulations in connection with any such purchase.
The Notes may be defeased in the manner provided in the Indenture.
BOOK-ENTRY ISSUANCE -- THE DEPOSITORY TRUST COMPANY
DTC will act as securities depository for the Notes. The Notes will be
issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully-registered certificate will be issued
for the Notes in the aggregate principal amount of such issue, and will be
deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
(Participants) deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by
the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly (Indirect Participants).
The Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
Purchases of Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's
records. The ownership interest of each actual purchaser of each Note
(Beneficial Owner) is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected
to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Notes are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in the Notes, except in the event that use of the
book-entry system for the Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co.
The deposit of Notes with DTC and their registration in the name of Cede &
Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Notes; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Notes are
credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements and among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
S-7
<PAGE>
Redemption notices shall be sent to DTC. If less than all of the Notes
within an issue are being redeemed, DTC's practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the
Notes. Under its usual procedures, DTC mails an omnibus proxy to us as soon
as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts
the Notes are credited on the record date (identified in a listing attached
to the omnibus proxy).
Principal and interest payments on the Notes will be made to Cede & Co.,
as nominee of DTC. DTC's practice is to credit Direct Participants'
accounts, upon DTC's receipt of funds and corresponding detail information
from us, the securities registrar or the paying agent, on payable date in
accordance with their respective holdings shown on DTC's records. Payments
by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, the paying
agent, the securities registrar or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to Cede & Co. is the responsibility of us, the securities registrar
or the paying agent, disbursement of such payments to Direct Participants
shall be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to us or the
securities registrar. Under such circumstances, in the event that a
successor securities depository is not obtained, certificates are required to
be printed and delivered.
We may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event,
certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that we believe to be reliable, but we
take no responsibility for the accuracy thereof.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, we
have agreed to sell to each of the underwriters named below, and each of the
underwriters has severally agreed to purchase from us, the respective number
of Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . $120,000,000
Lehman Brothers Inc. . . . . . . . . . . . . . . . . . . 40,000,000
Salomon Smith Barney Inc . . . . . . . . . . . . . . . . 40,000,000
------------
Total. . . . . . . . . . . . . . . . . . . . . . $200,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
underwriters are committed to take and pay for all of the Notes offered
hereby if any are taken.
The underwriters propose to offer the Notes to the public at the initial
public offering price set forth on the cover page of this prospectus
supplement, and to certain dealers at such price less a concession of .4% per
Note. The underwriters may allow, and such dealers may reallow, a discount
not in excess of .25% per Note to
S-8
<PAGE>
certain brokers and dealers. After the initial public offering, the public
offering price, concession and discount may be changed.
The following table shows the underwriting discounts and commission to
be paid to the underwriters by us in connection with this offering (expressed
as a percentage of the principal amount of the Notes):
<TABLE>
<CAPTION>
Paid by us
<S> <C>
Per Note . . . . . . . . . . . . . . . . . . . . . . . . .65%
</TABLE>
We estimate that the total expenses of this offering will be $360, 000.
Prior to this offering, there has been no public market for the Notes. The
underwriters have advised us that they intend to make a market in the Notes
but are not obligated to do so and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for the Notes or that an active market will develop. We do not intend
to apply for the Notes to be listed on any national securities exchange or
national securities quotation system.
We have agreed, during the period beginning from the date of the
Underwriting Agreement and continuing to and including the date on which the
distribution of the Notes ceases, as determined by the underwriters, not to
offer, sell, contract to sell or otherwise dispose of any Notes or any other
securities of the Company which are substantially similar to the Notes,
including any guarantee of such securities, or any securities convertible
into or exchangeable for or representing the right to receive any of the
foregoing securities, without the prior written consent of Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
In connection with this offering, the rules of the Securities and
Exchange Commission permit the underwriters to engage in transactions that
stabilize the price of the Notes. Such transactions may consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
Notes.
If the underwriters create a short position in the Notes in connection
with this offering (i.e., if they sell more Notes than are set forth on the
cover page of this Prospectus Supplement), the underwriters may reduce that
short position by purchasing Notes in the open market.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the
underwriters, also may impose a penalty bid on certain underwriters and
selling group members. This means that, if the underwriters purchase Notes
in the open market to reduce the underwriters' short position or to stabilize
the price of the Notes, it may reclaim the amount of the selling concession
from the underwriters and selling group members who sold those Notes as part
of this offering.
In general, purchases of a security for the purpose of stabilization or
to reduce a syndicate short position could cause the price of the security to
be higher than it might otherwise be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of a
security to the extent that it were to discourage resales of the security by
purchasers in the offering.
Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Notes. In
addition, neither we nor any of the underwriters make any representation that
the Representatives will engage in such transactions or that such
transactions, once commenced, will not be discontinued without notice.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act, and will
contribute to payments that the underwriters may be required to make in
respect thereof.
S-9
<PAGE>
Certain of the underwriters and their affiliates have from time to time
provided commercial banking or investment banking advisory services to us,
for which they have received customary compensation, and may continue to do
so in the future.
S-10
<PAGE>
PROSPECTUS
$500,000,000
[LOGO]
PUBLIC SERVICE COMPANY OF COLORADO
SENIOR DEBT SECURITIES
--------------------
We may offer, from time to time, Senior Debt Securities that will be our
unsecured obligations. These Senior Debt Securities may be offered in one or
more series, including one or more series of medium term notes, and in
amounts, at prices and on terms as we determine at or prior to the time or
times of sale. We will provide specific terms of these Senior Debt Securities
and the manner in which they are being offered in supplements to this
prospectus. You should read this prospectus and any supplement carefully
before you invest. We cannot sell any of these Senior Debt Securities unless
this prospectus is accompanied by a prospectus supplement.
We may sell the Senior Debt Securities to or through underwriters,
directly to other purchasers or through agents. The prospectus supplement
will set forth the names of any underwriters or agents involved in the sale
of the Senior Debt Securities, the principal amounts to be purchased by
underwriters and the compensation of the underwriters or agents.
--------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
The date of this prospectus is July 6, 1999.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed
with the SEC utilizing a shelf registration process. Under this shelf
registration process, we may sell the securities described in this prospectus
in one or more offerings up to a total principal amount of $500,000,000.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms
of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. The registration statement we
filed with the SEC includes exhibits that provide more detail on descriptions
of the matters discussed in this prospectus. You should read this prospectus
and the related exhibits filed with the SEC and any prospectus supplement
together with additional information described under the heading "Where You
Can Find More Information".
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the Securities and Exchange
Commission. Certain of the reports and information that we file may be
included in the combined reports and information of New Century Energies,
Inc. ("NCE"), of which we are a wholly-owned subsidiary. You may read and
copy any document we file with the SEC at the SEC's Public Reference Room
located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the SEC located at the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago Illinois 50551-2511, and at 7 World Trade
Center, Suite 1300, New York, New York 10048. You may obtain further
information regarding the operation of the SEC's Public Reference Room by
calling the SEC at 1-800-SEC-0330. Our filings are also available to the
public on the SEC's Internet site located at http://www.sec.gov. In
addition, you may inspect our reports at the offices of The New York Stock
Exchange, Inc. at 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. This information
incorporated by reference is considered to be part of this prospectus, unless
we update or supersede that information by the information contained in this
prospectus or any prospectus supplement or by information that we file
subsequently that is incorporated by reference into this prospectus. We are
incorporating by reference into this prospectus the documents listed below
that we have filed with the SEC and the future filings we will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), until the offering of the securities offered
hereby is completed:
1. Our Annual Report on Form 10-K for the year ended December 31,
1998 (included in the NCE combined Annual Report on Form 10-K for such year.)
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999 (included in the NCE combined Quarterly Report on Form 10-Q for such
quarter.)
3. Our Reports on Form 8-K filed February 23, 1999 and June 28, 1999
(included in the NCE combined Report on Form 8-K.)
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This prospectus is part of a registration statement we have filed with
the SEC relating to our securities. As permitted by SEC rules, this
prospectus does not contain all of the information included in the
registration statement and the accompanying exhibits and schedules we file
with the SEC. You should read the registration statement, the exhibits and
the schedules for more information about us and our securities. The
registration statement, exhibits and schedules are also available at the
SEC's Public Reference Room or through its Internet site.
You may also obtain a copy of our filings with the SEC at no cost by
writing to or telephoning us at the following address:
Attn: Brian P. Jackson
Senior Vice President, Chief Financial Officer and Treasurer
Public Service Company of Colorado
1225 17th Street
Denver, Colorado 80202-5533
(Tel: 303-571-7511)
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this prospectus and in any accompanying
prospectus supplement, including the documents that are incorporated by
reference as set forth in "Where You Can Find More Information," that are not
historical facts are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
based on the beliefs of our management as well as assumptions made by and
information currently available to our management. We caution that
assumptions, projections, expectations, intentions or beliefs about future
events may and often do vary materially from actual results and the
differences between assumptions, projections, expectations, intentions or
beliefs and actual results can be material. Accordingly, there can be no
assurance actual results will not differ materially from those expressed or
implied by forward-looking statements.
The following are some of the facts that could cause actual results to
differ from those expressed or implied in the forward-looking statements
contained or incorporated by reference herein:
- the effects of the weather;
- future economic conditions;
- the performance of generating units;
- fuel prices and availability;
- regulatory decisions and the effects of changes in state and federal
laws;
- the pace of deregulation of domestic retail natural gas and electric
markets;
- the timing and extent of change in commodity prices for all forms of
energy;
- capital spending requirements;
- the evolution of competition;
- earnings retention and dividend payout policies;
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- consummation of the proposed merger between NCE and Northern States
Power Company; and
- changes in accounting standards and other factors.
When used in our documents, the words "anticipate," "estimate,"
"expect," "forecast," "goal," "objective," "projection" or similar words are
intended to identify forward-looking statements.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties, and assumptions,
the forward-looking events discussed or incorporated by reference in this
prospectus might not occur.
OUR COMPANY
We are an operating public utility engaged principally in the
generation, purchase, transmission, distribution and sale of electricity and
in the purchase, transportation, distribution, and sale of natural gas, with
our principal distribution center being the Denver metropolitan area. We
were incorporated through merger of predecessors under the laws of the State
of Colorado in 1924. Our executive offices are located at 1225 17th Street,
Denver, Colorado 80202-5533, where our telephone number is (303) 571-7511.
Internet users can obtain information about us and about NCE and its services
at http://www.ncenergies.com
On August 1, 1997, Southwestern Public Service Company consummated a
business combination with us and we each became a wholly-owned subsidiary of
NCE, a registered holding company under the Public Utility Holding Company
Act of 1935. The merger transaction has been accounted for as a pooling of
interests for accounting purposes. As a result of the merger transaction,
NCE directly owns Cheyenne Light, Fuel and Power Company and WestGas
InterState, Inc. These subsidiaries were directly owned by us before the
merger. NC Enterprises, Inc., a wholly-owned subsidiary of NCE, directly
owns the following subsidiaries which previously had been directly owned by
us: e prime, inc., New Century International, Inc. and Natural Fuels
Corporation. We directly own: Green and Clear Lakes Company, PS Colorado
Credit Corporation, PSR Investments, Inc., and 1480 Welton, Inc. We are
considering transferring the capital stock of PS Colorado Credit Corporation
to NCE. This transfer can only be made after all regulatory and other
approvals are obtained. In addition, we have a controlling interest in
several other relatively small companies whose operations are not significant
and that are not consolidated in our financial or statistical statements.
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RATIO OF CONSOLIDATED EARNINGS TO
CONSOLIDATED FIXED CHARGES
<TABLE>
<CAPTION>
Twelve Months Ended December 31,
Three Months Ended
1994 1995 1996 1997 1998 March 31, 1999
---- ---- ---- ---- ---- ------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of consolidated earnings to
consolidated fixed charges 2.53 2.78 2.75 2.49 2.43 2.73
</TABLE>
The ratio for future periods will be included in our annual and
quarterly reports filed with the SEC. Such reports are incorporated by
reference into this prospectus at the time they are filed.
APPLICATION OF PROCEEDS
Unless otherwise indicated in a prospectus supplement relating to the
issue of a particular series of Senior Debt Securities, we intend to use the
net proceeds from the sale of the Senior Debt Securities offered hereby for
general corporate purposes, including capital expenditures, repayment of
short-term debt and refunding of long-term debt on maturity or otherwise.
DESCRIPTION OF THE SENIOR DEBT SECURITIES
GENERAL: We may issue from time to time, in one or more series, the
Senior Debt Securities under an Indenture ( the "Indenture") between us and
The Bank of New York, as trustee (the "Trustee"). This prospectus describes
certain general terms of the Senior Debt Securities that we may offer. The
information we are providing you in this prospectus concerning the Senior
Debt Securities and the Indenture is only a summary of the information
provided in these documents. You should consult the Senior Debt Securities
themselves, the Indenture and other documents for more complete information
on the Senior Debt Securities. The form of the Indenture is an exhibit to the
registration statement, and you should read it for provisions that may be
important to you. In the summary below, we have included references to
section numbers of the Indenture so that you can easily locate these
provisions. Capitalized terms used in the following summary have the
meanings specified in the Indenture unless otherwise defined below. When we
offer to sell a particular series of Senior Debt Securities, we will describe
the specific terms of that series in a prospectus supplement.
There is no requirement under the Indenture described in this prospectus
that future issues of our debt securities be issued under the Indenture we
have described. We may use other indentures or documentation, which may
contain provisions different from those included in the Indenture, in
connection with future issues of debt securities. The Indenture does not
contain any debt covenants or provisions that would afford holders of the
Senior Debt Securities protection in the event of a highly leveraged
transaction.
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The Senior Debt Securities will be our unsecured obligations. The
Indenture does not limit the aggregate principal amount of Senior Debt
Securities that may be issued thereunder. (See Section 301.) It does not
limit the incurrence or issuance of other secured or unsecured debt by us.
As of December 31, 1998, there were $549,750,000 in aggregate principal
amount of our First Mortgage Bonds outstanding under our Indenture, dated as
of December 1, 1939 (the 1939 Mortgage) between us and U.S. Bank Trust
National Association, as successor trustee, excluding First Mortgage Trust
Bonds issued solely as security for our First Collateral Trust Bonds. The
1939 Mortgage constitutes, subject to certain exceptions, a first mortgage
lien on substantially all our properties. As of December 31, 1998, there
were $972,167,000 in aggregate principal amount of our First Collateral Trust
Bonds outstanding under our Indenture, dated as of October 1, 1993 (the 1993
Mortgage) between us and U.S. Bank Trust National Association, as successor
trustee. The 1993 Mortgage constitutes a lien on substantially all of our
properties used or to be used in or in connection with the business of
generating, purchasing, transmitting, distributing and/or selling electric
energy, which lien is junior to the lien of the 1939 Mortgage. Additionally,
as of December 31, 1998, there were $200,000,000 in aggregate principal
amount of our Deferrable Interest Subordinated Debentures outstanding under
our Subordinated Debt Securities Indenture, dated as of May 1, 1998 ( the
Subordinated Debt Indenture) between us and The Bank of New York, as trustee.
The Deferrable Interest Subordinated Debentures issued under our
Subordinated Debt Indenture are subordinated and junior in right of payment
to the Senior Debt Securities.
The Senior Debt Securities will rank as equal in right of payment to our
other unsecured indebtedness, except for any indebtedness that, by its terms,
is subordinate to the Senior Debt Securities.
Please read the prospectus supplement relating to the issue of a
particular series of Senior Debt Securities for, among other things, the
following terms thereof:
- the title of the series;
- any limit on the aggregate principal amount of the series;
- whether any of the Senior Debt Securities of that series will be
issued in global form and, if so, the identity of the depository and
the specific terms of the depository arrangements;
- the date or dates on which the principal is payable;
- the rate or rates at which the Senior Debt Securities of that series
will bear interest or the method of determining the rate or rates;
- the date or dates from which interest will accrue;
- the dates on which such interest will be payable and the regular
record dates for such interest payment dates;
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- the place or places where the principal of, premium, if any, and
interest shall be payable;
- any redemption terms, including mandatory redemption through a
sinking fund or otherwise, redemption at our option and redemption
at the option of the holder;
- the denominations in which the Senior Debt Securities will be
issuable, if other than denominations of $1,000 and any integral
multiple thereof;
- whether the provisions of the Indenture relating to defeasance and
covenant defeasance shall be applicable to the Senior Debt
Securities of that series provided, that such provisions shall apply
unless such covenants are expressly stated to be inapplicable to the
Senior Debt Securities of that series; and
- any other terms of the Senior Debt Securities of that Series.
(See Section 301.)
PERIODIC OFFERING: Senior Debt Securities of any series may be offered
in a periodic offering, in which any or all of the specific terms of each
security of such series may vary from other securities of such series,
including with respect to rate of interest, if any, thereon, the stated
maturity thereof, the redemption provisions, if any, and such other terms as
may be permitted by the Indenture and determined by us from time to time as
provided in the Indenture and set forth in a supplement to this prospectus.
ORIGINAL ISSUE DISCOUNT SECURITY: A Senior Debt Security may provide
that an amount less than the principal amount thereof would be due and
payable if it were to be accelerated because of an event of default. Senior
Debt Securities containing such a provision would be offered and sold at a
substantial discount below their principal amount. Special federal income
tax, accounting and other considerations relating to those securities will be
described in the applicable prospectus supplement.
PAYMENT OF SENIOR DEBT SECURITIES; TRANSFERS; EXCHANGES: Unless the
prospectus supplement that describes a particular series of Senior Debt
Securities says otherwise with respect to that series, interest, if any, on
each Senior Debt Security payable on each interest payment date will be paid
to the person in whose name the Senior Debt Security is registered as of the
close of business on the regular record date relating to such interest
payment date. Interest payable at maturity will be paid to the person to whom
principal is paid at maturity. If there has been a default in the payment of
interest on any Senior Debt Security, such defaulted interest may be paid to
the holder of the Senior Debt Security as of the close of business on a date
selected by the Senior Debt Security Trustee. The date selected must not be
more than 15 days and not less than 10 days prior to the date proposed by us
for payment of such defaulted interest. Defaulted interest may also be paid
in any other lawful manner permitted by requirements of any securities
exchange on which the Senior Debt Security may be listed, if the Trustee
deems such manner of payment practicable. (See Section 307.)
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Unless the prospectus supplement that describes a particular series of
Senior Debt Securities says otherwise with respect to that series, the
principal of and premium, if any, and interest at maturity will be payable
upon presentation of the Senior Debt Securities at the corporate trust office
of The Bank of New York, in New York, New York, as our Paying Agent. We may
change the place of payment. We may appoint one or more additional paying
agents and may remove any paying agent, all at our discretion. (See Section
1002.)
Unless the prospectus supplement that describes a particular series of
Senior Debt Securities says otherwise with respect to that series, the
transfer of Senior Debt Securities may be registered, and Senior Debt
Securities may be exchanged for other Senior Debt Securities of the same
series and tranche, of authorized denominations and of like tenor and
aggregate principal amount, at the corporate trust office of The Bank of New
York, in New York, New York, as security registrar. We may change the place
for registration or transfer and exchange. We may designate one or more
additional places for such registration and exchange, all at our discretion.
(See Sections 305 and 1002.)
Unless the prospectus supplement that describes a particular series of
Senior Debt Securities says otherwise with respect to that series, no fee for
service will be charged for any transfer or exchange of the Senior Debt
Securities, but we may require payment of a sum sufficient to cover any tax
or other governmental charge imposed in connection with any registration of,
transfer or exchange of the securities. We are not required to execute or to
provide for the registration of transfer of or the exchange of (a) any Senior
Debt Security during a period of 15 days prior to giving any notice of
redemption or (b) any Senior Debt Security selected for redemption in whole
or in part, except the unredeemed portion of any Senior Debt Security being
redeemed in part. (See Section 305.)
REDEMPTION: Any terms for the optional or mandatory redemption of a
particular series of Senior Debt Securities will be set forth in the
prospectus supplement that describes that series. Unless the prospectus
supplement says that Senior Debt Securities are redeemable at the option of a
holder, Senior Debt Securities will be redeemable only at our option upon
notice by mail at least 30 days prior to the date fixed for
redemption. If fewer than all the Senior Debt Securities of a series are to
be redeemed, the particular Senior Debt Securities to be redeemed will be
selected by a method of random selection, substantially pro rata, chosen by
the Trustee as being fair and appropriate and which complies with the
requirement of the principal national securities exchange, if any, on which
the Senior Debt Securities are listed. If the Senior Debt Securities to be
redeemed have different terms and different maturities, we may select the
particular Senior Debt Securities to be redeemed. (See Sections 1103 and
1104.)
If redemption is at our option, the notice of redemption may state that
such redemption will be conditional upon receipt by the paying agent or
agents, on or prior to the date fixed for such redemption, of money
sufficient to redeem all of the Senior Debt Securities called for redemption,
including accrued interest, if any. If no money has been received, the
notice will not be effective and we will not be required to redeem the Senior
Debt Securities. (See Section 1104.)
CONSOLIDATION, MERGER OR SALE: The Indenture provides that we will not
consolidate with, merge with or into any other corporation, whether or not we
are the surviving corporation, or sell, assign, transfer or lease all or
substantially all of our properties and assets as an entirety or
substantially
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as an entirety to any person or group of affiliated persons, in one
transaction or a series of related transactions, unless:
- either we are the continuing person or the person, if other than us,
formed by such consolidation or with which or into which we are
merged or the person, or group of affiliated persons, to which all
or substantially all of our properties and assets as an entirety or
substantially as an entirety are sold, assigned, transferred or
leased is a corporation, or constitute corporations, organized under
the laws of the United States or any State thereof or the District
of Columbia and expressly assumes, by an indenture supplemental to
the Indenture, all of our obligations under the Senior Debt
Securities issued thereunder and the Indenture, executed and
delivered to the Trustee in a form satisfactory to the Trustee;
- immediately before and after giving effect to such transaction or
series of transactions, no event of default, and no default, shall
have occurred and be continuing; and
- we deliver to the Trustee an officer's certificate and an opinion of
counsel stating that such consolidation, merger or transfer and such
supplemental indenture comply with the Indenture. (See Article
Eight.)
EVENTS OF DEFAULT AND NOTICE THEREOF: The following are events of default
under the Indenture with respect to Senior Debt Securities of any series issued
thereunder:
- our failure to pay interest on any Senior Debt Security of that
series when due and such failure continues for 30 days and the time
for payment has not been extended or deferred;
- our failure to pay the principal of, or premium, if any, on, any
Senior Debt Security of that series when due and payable at
maturity, and upon redemption but excluding any failure by us to
deposit money in connection with any redemption at our option, and
the time for payment has not been extended or deferred;
- our failure to observe or perform any other covenant, warranty or
agreement contained in the Senior Debt Securities of that series or
in the Indenture, other than a covenant, agreement or warranty
included in the Indenture solely for the benefit of Senior Debt
Securities other than that series, and such failure continues for 60
days after written notice has been received by us from the Trustee
or holders of at least 25% in aggregate principal amount of the
outstanding Senior Debt Securities of that series;
- certain events of bankruptcy, insolvency or reorganization relating
to us;
- our failure to pay any installment of interest when due on any
other series of Senior Debt Securities issued pursuant to the
Indenture and such failure continues for 30 days, or our failure to
pay the principal of, or premium, if any, on any such other series
of Senior Debt Securities when due and payable at maturity,
including upon redemption
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but excluding any failure by us to deposit money in connection with
any redemption at our option, and the time for payment has not been
extended or deferred; and
- any other event of default with respect to Senior Debt Securities of
that series specified in the applicable prospectus supplement.
(See Section 501.)
The Indenture provides that the Trustee shall, within 30 days after the
occurrence of any default or event of default with respect to Senior Debt
Securities of any series issued thereunder, give the holders of Senior Debt
Securities of that series notice of all uncured defaults or events of default
known to it (the term "default" includes any event which after notice or
passage of time or both would be an event of default); provided, however,
that, except in the case of an event of default or a default in payment on
any Senior Debt Securities of any series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or directors or responsible officers of the Trustee in
good faith determine that the withholding of such notice is in the interest
of the holders of Senior Debt Securities of the affected series. (See
Section 602.)
If an event of default with respect to Senior Debt Securities of any
series, other than due to events of bankruptcy, insolvency or reorganization,
occurs and is continuing, the Trustee or the holders of at least 25% in
aggregate principal amount of the outstanding Senior Debt Securities of that
series, by notice in writing to us, and to the Trustee if given by the
holders of at least 25% in aggregate principal amount of the Senior Debt
Securities of that series, may declare the unpaid principal of and accrued
interest to the date of acceleration, or, if the Senior Debt Securities are
Original Issue Discount Securities, such portion of that principal as may be
specified in the terms thereof, on all the outstanding Senior Debt Securities
of that series to be due and payable immediately and, upon any such
declaration, the Senior Debt Securities of that series, or specified
principal amount, shall become immediately due and payable. (See Section
502.)
If an event of default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal of and accrued interest on the
outstanding Senior Debt Securities of all series will become immediately due
and payable without any declaration or other act on the part of the Trustee
or any holder of any Senior Debt Security. (See Section 502.)
The holders of a majority of the principal amount of the outstanding
Senior Debt Securities of that series, upon the conditions provided in the
Indenture, may rescind an acceleration and its consequences. (See Section
502.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee if an event of default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders, unless such
holders have offered to the Trustee reasonable indemnity. (See Section 603.)
The holders of a majority in principal amount of the outstanding Senior Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to
the Senior Debt
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Securities of that series; provided that (i) such direction is not in
conflict with any law or the Indenture; (ii) the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction; and (iii) subject to its duties under the Trust Indenture Act, the
Trustee need not take any action that might involve the Trustee in personal
liability or might be unduly prejudicial to the holders not joining therein.
(See Section 512.)
No holder of the Senior Debt Securities of any series will have any
right to institute any proceeding with respect to the Indenture, or for the
appointment of a receiver or a trustee, or for any other remedy thereunder,
unless (i) such holder has previously given to the Trustee written notice of
a continuing event of default with respect to the Senior Debt Securities of
that series, (ii) the holders of at least 25% in aggregate principal amount
of the outstanding Senior Debt Securities of that series have made written
request, and such holder or holders have offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee and (iii) the Trustee has
failed to institute such proceeding, and has not received from the holders of
a majority in aggregate principal amount of the outstanding Senior Debt
Securities of that series a direction inconsistent with such request, within
60 days after such notice, request and offer. Such limitations do not apply
to a suit instituted by a holder of a Senior Debt Security for the
enforcement of payment of the principal of or any premium or interest on such
debt security on or after the applicable due date specified in such Senior
Debt Security. (See Sections 507 and 508.)
The Indenture provides that we must periodically file statements with
the Trustee regarding compliance by us with all conditions and covenants of
the covenants therein. (See Section 704.)
MODIFICATION OF INDENTURE: We and the Trustee may modify the Indenture,
without notice to or the consent of any holders of Senior Debt Securities,
with respect to certain matters, including:
- to add one or more covenants or other provisions for the benefit of
holders of Senior Debt Securities of one or more series or tranches
or to surrender any of our rights or powers under the Indenture;
- to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision which may be inconsistent with any other
provision of the Indenture; or
- to make any change that does not materially adversely affect the
interests of any holder of Senior Debt Securities of any series.
In addition, we, together with the Senior Debt Trustee, may modify
certain of our rights and obligations and the rights of holders of the Senior
Debt Securities with the consent of the holders of at least a majority in
aggregate principal amount of the outstanding Senior Debt Securities of each
series or tranche affected thereby.
If the Trust Indenture Act is amended after the date of the original
Indenture in such a way as to require or permit changes to the Indenture, or
the elimination of provisions which, at the date of the original Indenture or
at any time thereafter were required by the Trust Indenture Act, the
Indenture will be automatically amended to conform to such amendment or to
make such changes or elimination. The
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Trustee shall, at our request, enter into one or more supplemental indentures
with us to evidence or effect such amendment. (See Section 901.)
No amendment or modification may, without the consent of each holder of
any outstanding Senior Debt Security affected:
- change the stated maturity of the principal of, or any installment
of principal of or interest on, any such Senior Debt Security;
- reduce the principal amount of, or the rate of interest on, or any
premium payable upon the redemption of, or extend the time for
payment of, any such Senior Debt Security, or extent the time for
payment of those amounts or reduce the amount of principal of an
original issue discount security that would be due and payable upon
declaration of acceleration of the maturity thereof;
- change the place of payment, or the coin or currency, for payment of
principal of, or premium, if any, or interest on any Senior Debt
Security;
- impair the right to institute suit for the enforcement of any
payment on or with respect to any such Senior Debt Security;
- reduce the percentage in principal amount of outstanding Senior Debt
Securities of any series necessary to modify or amend the Indenture,
or to waive compliance with certain provisions of the Indenture or
defaults or events of default thereunder and their consequences;
- change the redemption provisions in a manner adverse to any such
holder of Senior Debt Securities of that series; or
- modify any of the foregoing provisions or any of the provisions
relating to the waiver of certain past defaults or certain covenants
except to increase the percentage of holders required to consent or
waive or to provide that certain other provisions may not be
modified or waived without the consent of each holder affected
thereby.
(See Article Nine.)
WAIVER: The holders of not less than a majority in aggregate principal
amount of the outstanding Senior Debt Securities of any series may on behalf
of the holders of all Senior Debt Securities of that series waive any default
or event of default with respect to that series, except a default or event of
default in the payment of the principal of, or premium, if any, or any
interest on any Senior Debt Securities of that series or in respect of a
provision which under the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Senior Debt Securities of that
series affected (See Section 513.)
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DEFEASANCE: So long as no default or event of default with respect to
the Senior Debt Securities has occurred and is continuing, we may terminate
our substantive obligations in respect of Senior Debt Securities of any
series (except for our obligations to pay the principal of (and premium, if
any, on) and the interest on the Senior Debt Securities of that series) by:
- depositing with the Trustee, under the terms of an irrevocable trust
agreement, money or U.S. Government Obligations or a combination
thereof sufficient to pay all remaining indebtedness on the Senior
Debt Securities of that series,
- delivering to such Trustee either an opinion of counsel or a ruling
directed to the Trustee from the Internal Revenue Service to the
effect that the holders of the Senior Debt Securities of that series
will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit and termination of obligations,
and
- complying with certain other requirements set forth in the
Indenture. (See Section 1304.)
CONCERNING THE TRUSTEE: We and our affiliates conduct banking
transactions with the Trustee in the normal course of business.
GOVERNING LAW: The Indenture is governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of laws
principles, except to the extent that the Trust Indenture Act is applicable.
VALIDITY OF THE SECURITIES
Except as set forth below, the validity of our securities will be passed
upon by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York. Certain
legal matters in connection with the securities will be passed upon for the
underwriters by Cahill Gordon & Reindel, a partnership including a
professional corporation, New York, New York. In giving their opinion,
Cahill Gordon & Reindel may rely as to all matters of Colorado law upon the
opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXPERTS
The consolidated balance sheets and statements of capitalization of
Public Service Company of Colorado and its subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of income,
shareholder's equity and cash flows for each of the three years in the period
ended December 31, 1998, and the related financial statement schedule,
included in the NCE Combined Annual Report on Form 10-K for the year ended
December 31, 1998 and in the NCE Combined Report on Form 8-K, which
statements and schedule are incorporated by reference in this registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their reports. The financial statements and
related financial statement schedule are
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incorporated by reference herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
With respect to the unaudited consolidated condensed interim financial
information of Public Service Company of Colorado and its subsidiaries for
the quarters ended March 31, 1999 and 1998, included in its Form 10-Q for the
quarter ended March 31, 1999, included in the NCE Combined Quarterly Report
on Form 10-Q for the quarter ended March 31, 1999, which financial
information is incorporated by reference in this registration statement,
Arthur Andersen LLP has applied limited procedures in accordance with
professional standards for a review of that information. However, their
separate report thereon states that they did not audit and they do not
express an opinion on that consolidated condensed interim financial
information. Accordingly, the degree of reliance on their report on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act for their report on
the unaudited consolidated condensed interim financial information because
that report is not a "report" or a "part" of the registration statement
prepared or certified by the accountants within the meaning of Sections 7 and
11 of the Securities Act.
PLAN OF DISTRIBUTION
We may sell the securities through underwriters or directly to other
purchasers or through agents.
The securities may be sold from time to time in one or more transactions
at a fixed price or prices, which may be changed, or at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
In connection with the sale of securities, underwriters may receive
compensation from us or from purchasers of the securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters may sell the securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they
act as agents.
Underwriters, dealers and agents that participate in the distribution of
the securities may be deemed to be underwriters as defined in the Securities
Act of 1933 and any discounts or commissions received by them from us and any
profit on the resale of the securities by them may be treated as underwriting
discounts and commissions under the Securities Act. The terms of any
particular offering of the securities, including the identity of any such
underwriter or agent and any such compensation received from us, will be
described in the applicable prospectus supplement.
We may enter into agreements with underwriters and agents who
participate in the distribution of the securities pursuant to which they may
be entitled to indemnification by us against certain liabilities, including
liabilities under the Securities Act.
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<PAGE>
The securities are not proposed to be listed on a securities exchange,
and any underwriters will not be obligated to make a market in the
securities. We cannot predict the activity or liquidity of any trading in
the securities.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
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<PAGE>
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$200,000,000
[LOGO]
PUBLIC SERVICE COMPANY OF COLORADO
SERIES A SENIOR NOTES,
6 7/8% DUE 2009
---------------------
PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
JULY 13, 1999
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